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

Date of report (date of earliest event reported):

February 14, 2008

IDENTIPHI, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-20270	95-4346070
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

13809 Research Blvd, Suite 275

Austin, Texas 78750

(Address of principal executive offices)

(512) 492-6220

(Registrant’s telephone number, including area code)

(Registrant’s former name and former address)

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 “IdentiPHI” refer to IdentiPHI, Inc., a Delaware corporation.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On February 14, 2008, we filed an amendment to our Certificate of Incorporation to effect a 1-for-15 reverse stock split, which will be effective as of 12:01 a.m. Eastern Time on February 19, 2008. As a result of the reverse stock split, every 15 shares of our common stock outstanding prior to the reverse stock split will be combined and reconstituted into one share of our common stock. No stockholder’s percentage ownership of common stock will be altered except for the effect of the treatment of fractional shares. We will not issue fractional shares in the reverse stock split. In lieu of such fractional shares, all shares of our common stock (including fractions thereof) held by a holder immediately prior to the reverse stock split will be aggregated for purposes of determining whether the reverse stock split would result in the issuance of a fractional share, and any fractional share resulting from the aggregation upon the reverse stock split will be converted into the right to receive one whole share of our common stock. The reverse stock split will decrease the number of shares of common stock outstanding from approximately 823 million shares to approximately 55 million shares. The reverse stock split will also decrease proportionally the number of common shares into which our outstanding options and warrants may be converted. In connection with the reverse stock split, the amendment to our Certificate also reduced the number of our authorized shares of common stock from 1,500,000,000 shares to 100,000,000 shares. A copy of the Certificate of Amendment to Certificate of Incorporation is filed as Exhibit 3.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment to Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 14, 2008
99.1	Press Release, dated February 15, 2008, announcing reverse stock split

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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.

	IDENTIPHI, INC.
Dated: February 15, 2008	By:	/s/ Jeffrey T. Dick
		Jeffrey T. Dick
		Chief Financial Officer

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

IDENTIPHI, INC.

IdentiPHI, Inc. (the “Company”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that:

1. The Board of Directors of the Company, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions setting forth a proposed amendment to the Company’s Certificate of Incorporation as follows:

The first paragraph of Article IV of the Corporation’s Restated Certificate of Incorporation shall be deleted and replaced in its entirety with the following:

“The total number of shares which the Corporation will have authority to issue is 101,000,000 shares, consisting of 100,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”) and 1,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). Immediately upon filing of this Certificate of Amendment with the Secretary of State of the State of Delaware, every 15 shares of the Company’s Common Stock outstanding immediately prior to such filing shall be combined and reconstituted as one share of the Company’s Common Stock. The split of the outstanding shares of Common Stock shall be referred to as the “Reverse Split.”

The Reverse Split shall occur without any further action on the part of the Company or the holders of the Common Stock and whether or not certificates representing the holders’ shares prior to the Reverse Split are surrendered for cancellation.

No fractional interest in a share of Common Stock shall be deliverable upon the Reverse Split. All shares of Common Stock (including fractions thereof) held by a holder immediately prior to the Reverse Split shall be aggregated for purposes of determining whether the Reverse Split would result in the issuance of a fractional share. Any fractional share resulting from such aggregation of Common Stock upon the Reverse Split shall be converted into the right to receive one whole share of Common Stock. The Company shall not be obliged to issue certificates evidencing the shares of Common Stock outstanding as a result of the Reverse Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse Split are either delivered to the Company or its transfer agent, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.”

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2. The foregoing amendment to the Certificate of Incorporation has been duly approved by the Board of Directors in accordance with Sections 141 and 242 of the General Corporation Law.

3. The foregoing amendment to the Certificate of Incorporation has been duly approved by the stockholders in accordance with Sections 211 and 242 of the General Corporation Law.

4. This Certificate of Amendment of Certificate of Incorporation shall be effective as of 12:01 a.m. Eastern Time on February 19, 2008.

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment of Certificate of Incorporation to be executed this 14^th day of February, 2008.

/s/ Steven M. Oyer

Steven M. Oyer, Chief Executive Officer

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EX-99.1

Exhibit 99.1

Press Contact:	Investor Relations Contact:
Andrew Goss	Equiti-trend Advisors LLC
VOXUS, Inc.	800-953-3350 Toll-Free
253-853-5151 x224	858-436-3350 Local or International
agoss@voxuspr.com	investors@saflink.com

IdentiPHI, Inc. Announces 1-for-15 Reverse Stock Split

Reverse Stock Split to Take Effect for Company Formerly Known as Saflink on February 19th

AUSTIN, Tex., February 15, 2008 – IdentiPHI, Inc. (formerly known as Saflink Corporation) (OTCBB: SFLK) today announced that its board of directors has approved a 1-for-15 reverse split of its common stock, following approval by its stockholders on February 7, 2008. The reverse stock split will be effective at 12:01 a.m., Eastern Time, on Tuesday, February 19, 2008. In connection with the name change and reverse split, IdentiPHI will be designated a new ticker symbol at the sole discretion of the OTC Bulletin Board, which is still to be determined.

“The reverse split is part of our overall strategy to achieve the optimal capital structure for IdentiPHI,” stated Steve Oyer, Chairman & CEO of IdentiPHI. “With this action we enable ourselves to move towards accomplishing a number of our immediate goals: 1) simplify our investors’ understanding and visibility of our earnings on a per share basis, 2) attract and retain long term institutional shareholders through a higher share price and manageable share count, 3) significantly reduce administrative, transaction and regulatory costs related to the number of shares authorized and outstanding, and 4) move us closer to the opportunity for re-listing of our common stock on the NASDAQ Capital Market or other national exchange.”

The reverse split will reduce the number of shares of IdentiPHI’s common stock outstanding from approximately 823 million to approximately 55 million. Furthermore, proportional adjustments will be made to IdentiPHI’s stock options and other equity incentive awards, equity compensation plans and convertible securities. In addition, the number of authorized shares of common stock will be reduced from 1.5 billion to 100 million.

Upon effectiveness of the reverse split, IdentiPHI stockholders will receive one new share of IdentiPHI for every 15 shares held. Exchange of stock certificates to reflect the reverse stock split is not mandatory. However, registered holders of IdentiPHI common stock who wish to exchange their stock certificates for new post-split certificates should contact IdentiPHI’s transfer agent, Computershare Trust Company, N.A., at 800-962-4284, for instructions. Stockholders with shares in brokerage accounts should contact their brokers with questions.

IdentiPHI will not issue fractional shares as a result of the reverse stock split. For registered stockholders, the transfer agent (Computershare) will aggregate all shares held by each registered stockholder immediately prior to the reverse stock split and will round up each fractional share such that any fractional shares resulting from the aggregation will be converted into the right to receive one whole share of common stock. Stockholders with shares held in brokerage accounts are encouraged to contact their brokers with any questions regarding their procedures for payment of fractional shares.

About IdentiPHI

Headquartered in Austin Texas, IdentiPHI is an innovative technology company offering a comprehensive suite of enterprise security solutions and consulting services. Comprised of experienced partners and thought-leaders in the industry, IdentiPHI is setting the standard for what companies are looking for in a security solution. IdentiPHI solutions deliver enhanced identity assurance throughout the enterprise. The company is defining security technology to meet the evolving challenges of today’s ever changing fast-paced business needs. For more information, call 888-436-8744, or visit www.identiphi.net.

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. These 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. In addition, the reduction in the number of outstanding shares is expected to increase the trading price of our common stock, although there can be no assurance that such price will increase in proportion to the ratio of the reverse stock split ratio. The trading price of our common stock depends on many factors, including many which are beyond our control. The higher stock price may increase investor interest and reduce resistance of brokerage firms to recommend the purchase of our common stock. On the other hand, to the extent that negative investor sentiment regarding our common stock is based on our underlying business fundamentals, the reverse split may not overcome such sentiment enough to increase our stock price to a level that consistently exceeds $1.00 per share. Additional factors are included in our annual report on Form 10-K, as well as other documents we periodically file with the Securities and Exchange Commission.