-----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, I9zVUecz0ldNEoiCzQUI7+pfbne+xUJ44fDvn7nv2yAinj1y7r5OVgwyazN2sFRm qDjgrLdNzUnBAuYKQytdgQ== 0001193125-07-103028.txt : 20070504 0001193125-07-103028.hdr.sgml : 20070504 20070504171449 ACCESSION NUMBER: 0001193125-07-103028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070504 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070504 DATE AS OF CHANGE: 20070504 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: 07821440 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

May 4, 2007 (April 30, 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 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. On April 16, 2007, holders of approximately $1.6 million in outstanding convertible debenture principal assigned their debentures to FLO Corporation, our wholly-owned subsidiary, in exchange for promissory notes issued by FLO Corporation. In connection with these assignments, FLO Corporation has agreed to postpone all redemption and interest payments related to these debentures. 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 June 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 May 3, 2007, we issued a total of 972,248 shares of our common stock to the debenture holders to be applied against the total monthly redemption amount due in June 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 May 1, 2007, we issued 7,377,156 shares of our common stock to the debenture holders, which when added to the 972,248 shares of our common stock issued on April 2, 2007 to holders that did not assign their debentures to FLO Corporation, represents an aggregate of 8,349,404 shares of our common stock issued in payment of the $437,508 May 2007 monthly redemption amount. In addition, on May 1, 2007, we issued 388,906 shares of our common stock to the debenture holders in payment of the $20,417 interest amount due on the debentures.

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.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 30, 2007, Steven D. Rishel was terminated as General Manager of our Core Technologies Group. Mr. Rishel joined Saflink in 2003 to run our support, fulfillment and IT operations. Since our corporate restructuring and narrowed product focus began in October 2006, Mr. Rishel has been instrumental in supporting the transfer of several product lines and their operations functions to new owners. However, consistent with our objective to reduce our monthly cash usage, we have elected to terminate Mr. Rishel’s employment and to engage him on a consulting basis to use his operations expertise on an as-needed basis.

 

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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: May 4, 2007

    By:  

/s/ Jeffrey T. Dick

 
    Name:   Jeffrey T. Dick  
    Title:   Chief Financial Officer  

 

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