-----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, LVWAI2TOrwMAsCOVjGagXeIfB3xFwbu3TaNhhUQ2/J57Vn9ct4U3U4J30M+/hC1C lOJ+A3egwN3YoMENhbCkEQ== 0001193125-07-076338.txt : 20070406 0001193125-07-076338.hdr.sgml : 20070406 20070406164418 ACCESSION NUMBER: 0001193125-07-076338 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070402 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20070406 DATE AS OF CHANGE: 20070406 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: 07754697 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

April 2, 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))

 

Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, we issued and sold $8.0 million aggregate principal amount of our 8% convertible debentures in an exempt private offering, which was completed on June 12, 2006. The debentures are subject to a mandatory monthly redemption at the rate of 1/12 of the original principal amount plus accrued but unpaid interest on the debentures, which commenced on December 1, 2006. Pursuant to the terms of the debentures, we have issued shares of our common stock as follows:

We have elected to pay the monthly redemption amount due on May 1, 2007, in shares of our common stock. Pursuant to the terms of the debentures, we are required to give the debenture holders 20 trading days’ advance notice of our election to pay the monthly redemption amount in shares of common stock.

At the time we provide notice of our election to pay the monthly redemption amount in shares of our common stock, we are obligated to issue a number of shares of our common stock to the debenture holders to be applied against the monthly redemption amount. The number of shares we are obligated to issue is equal to the quotient of the monthly redemption amount divided by the current conversion price of the debentures. Accordingly, on April 2, 2007, we issued a total of 1,296,324 shares of our common stock to the debenture holders to be applied against the total monthly redemption amount due in May 2007. If 85% of the average of the ten lowest daily volume weighted average prices of a share of our common stock during the calendar month ending on the day immediately prior to the payment date is less than $0.45 per share, we will be required to issue additional shares of our common stock based on this lower price per share to make the monthly redemption payment in full.

On April 2, 2007, we issued 6,349,050 shares of our common stock to the debenture holders, which when added to the 1,481,510 shares of our common stock that we issued on March 5, 2007, represents an aggregate of 7,830,560 shares of our common stock issued in payment of the $583,342 April 2007 monthly redemption amount. In addition, on April 2, 2007, we issued 402,492 shares of our common stock to the debenture holders in payment of the $31,112 interest amount due on the debentures.

Certain debentures holders have agreed to postpone their April 2007 monthly debenture payment until May 1, 2007, and also waived their right to receive pre-redemption shares of common stock to be applied against the May 2007 redemption amount.

The shares of common stock were offered and sold in reliance on exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, and in reliance on similar exemptions under applicable state securities laws.

 

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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: April 6, 2007   By:  

/s/ Jeffrey T. Dick

  Name:   Jeffrey T. Dick
  Title:   Chief Financial Officer

 

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