-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QX6o81F2dcNkOzSKDOx2eX8x6zaUCCyIE3jNNODL19qHscwBvT6Z85Erck+SXeUs k2Dh8+rCLn+ePFW6OpV0eg== 0001193125-07-046491.txt : 20070305 0001193125-07-046491.hdr.sgml : 20070305 20070305170803 ACCESSION NUMBER: 0001193125-07-046491 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070227 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070305 DATE AS OF CHANGE: 20070305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAFLINK CORP CENTRAL INDEX KEY: 0000847555 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 954346070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20270 FILM NUMBER: 07672130 BUSINESS ADDRESS: STREET 1: 777 108TH AVE NE STREET 2: SUITE 2100 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4252781100 MAIL ADDRESS: STREET 1: 777 108TH AVE NE STREET 2: SUITE 2100 CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL REGISTRY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TOPSEARCH INC DATE OF NAME CHANGE: 19920401 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


FORM 8-K

 


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 27, 2007

Date of report (date of earliest event reported)

 


SAFLINK CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware   0-20270   95-4346070

(State or other jurisdiction of

incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

12413 Willows Road NE, Suite 300

Kirkland, Washington 98034

(Address of principal executive offices)(Zip code)

(425) 278-1100

(Registrant’s telephone number, including area code)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



As used in this current report on Form 8-K, unless the context otherwise requires, the terms “we,” “us,” “the Company,” and “Saflink” refer to Saflink Corporation, a Delaware corporation.

 

Item 1.01 Entry into a Material Definitive Agreement.

On February 27, 2007, we entered into a Software Rights Agreement with an industry-leading enterprise security solutions provider, whereby we sold our rights in our SAFsolution and SAFmodule software programs for an initial payment of $778,000 plus deferred payments due quarterly over a period of three years. The amount of the deferred payments will be equal to a percentage of the provider’s gross margin on sales that include the software programs’ source code, including (i) 20% of gross margin on OEM sales that include SAFsolution, (ii) 15% of gross margin on non-OEM sales that include SAFsolution, and (iii) 30% of gross margin on sales that include SAFmodule.

The agreement contains customary provisions regarding audit rights and intellectual property warranties, as well as provisions regarding the enforcement of certain intellectual property rights.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 27, 2007, we sold our rights in our SAFsolution and SAFmodule software programs as described in Item 1.01 above.

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 27, 2007, Frank J. Cilluffo resigned as a member of our board of directors and will no longer serve as a director. Mr. Cilluffo indicated that his resignation was for personal reasons and did not indicate that it was due to any disagreement with us on any matter relating to our operations, policies, practices, or otherwise. We appreciate Mr. Cilluffo’s service to Saflink, who is the Associate Vice President for Homeland Security at The George Washington University and will be focusing his efforts to lead the university’s Homeland Security Policy Institute.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.   

Description

99.1    Press release of Saflink Corporation dated March 2, 2007

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Saflink Corporation

Dated: March 5, 2007

  By:  

/s/ Jeffrey T. Dick

  Name:   Jeffrey T. Dick
  Title:   Chief Financial Officer

 

3

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Saflink Announces Sale of Biometric Middleware Technologies

Company Reaches Agreement to Sell SAFsolution and SAFmodule Source Code

KIRKLAND, WA – (March 2, 2007) – Saflink® Corporation (NASDAQ:SFLK), a leading provider of solutions that verify identity, secure access and increase productivity, today announced the sale of SAFsolution and SAFmodule source code to an industry-leading enterprise security solutions provider. According to the terms of the agreement, Saflink received $778,000 in cash and will also receive royalties on sales during the next three years that incorporate the SAFsolution or SAFmodule source code.

The buyer of Saflink’s technologies is a privately-held entity with an established distribution and significant relationships with top-tier, global computer manufacturers. The opportunity includes the ability to bundle SAFsolution and SAFmodule into software that is included on laptops and PCs manufactured by the buyer’s partners and sold to corporate, government and retail customers. Based on current sales projections from the buyer, Saflink believes the royalties could be a multi-million dollar income stream during the next three years. Other terms of the agreement include the buyer taking over Saflink’s current customer base for SAFsolution and SAFmodule.

“We’re very pleased to conclude this agreement and are excited about its positive financial impact to the future of Saflink,” said Steve Oyer, CEO, Saflink. “This transaction confirms our commitment to the strategy of Saflink’s core technology group – to leverage our strong intellectual property portfolio to strategic partners who can monetize our technologies with collaborative business models that are mutually beneficial.”

These biometric middleware products provide enterprise-grade security through a variety of strong authentication methods, including biometrics and smart cards. SAFsolution integrates with Microsoft® Windows® Active Directory® to boost network and workstation authentication security and simplify or eliminate password management. Similarly, SAFmodule™ brings biometric authentication to Novell® eDirectory™ networks by coupling Saflink proven multi- biometric security components with the Novell Modular Authentication Service® (NMAS).


About Saflink

Saflink Corporation offers biometric security solutions and smart card and cryptographic technologies that help protect intellectual property, secure information and eliminate passwords. Saflink technologies provide the basis for identity assurance management solutions that allow administrators to verify the identity of users and control access to computer networks, facilities and applications. Winner of several awards in 2006, Saflink has been recognized by organizations such as Software Magazine’s Software 500 and Access Control & Security Systems. For more information, please visit www.saflink.com or call 800-762-9595.

NOTE: “Saflink” is a registered trademark of Saflink Corporation. All other trademarks and registered trademarks are owned by their respective companies.

This release contains information about our management’s view of our future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors. For example, we have not generated any significant sales of our products within the competitive commercial market, including our SAFsolution and SAFmodule products, nor have we demonstrated sales techniques or promotional activities that have proven to be successful on a consistent basis. If the company to whom we sold these software products does not promote the products, our ability to generate royalty revenue may be limited and our business and financial condition could suffer. Other factors include, but are not limited to, risks and uncertainties associated with our financial condition, our ability to sell our products, our ability to compete with competitors and the growth of the security market, and those included in our annual report on Form 10-K, as well as other documents we periodically file with the Securities and Exchange Commission.

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Saflink PRESS CONTACT:

Sterling Communications

Katie James

(206) 388-5764

kjames@sterlingpr.com

INVESTOR RELATIONS CONTACT:

Investor Awareness, Inc.

Tony Schor

(847) 945-2222

tony@investorawareness.com

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