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) January 18, 2006

IMAGEWARE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15757	33-0224167
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

10883 Thornmint Road
San Diego, CA	92127
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	(858) 673-8600

(Former name or former address, if changed since last report)

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):

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

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

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

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

Item 3.03.  Material Modifications to Rights of Security Holders.

On January 18, 2006, Imageware Systems, Inc., a California corporation (“Imageware California”), consummated a merger with and into its wholly-owned subsidiary, Imageware Systems, Inc., a Delaware corporation (“Imageware Delaware”). As a result of the reincorporation, the registrant is now a Delaware corporation.

As provided by the Merger Agreement between Imageware California and Imageware Delaware, at the effective time of the reincorporation, each outstanding share of Imageware California common stock was automatically converted into one share of Imageware Delaware common stock. Each stock certificate representing issued and outstanding shares of Imageware California common stock continues to represent the same number of shares of Imageware Delaware common stock. The constituent instruments defining the rights of holders of the registrant’s common stock will now be governed by the Certificate of Incorporation and Bylaws of Imageware Delaware, which are attached as exhibits to Annex B and Annex C to the definitive proxy statement filed on November 15, 2005, with the Securities and Exchange Commission, and incorporated herein by reference.

Delaware corporate law will now be applicable in the determination of the rights of stockholders. The registrant incorporates by reference the discussion entitled “Approval of Reincorporation from California to Delaware” beginning on page 4 of the definitive proxy statement that includes a summary of the general effect of the modifications to the charter documents and effect of the change to a Delaware corporation.

Following the reincorporation, Imageware Delaware common stock continues to be quoted on The American Stock Exchange under the same symbol (“IW”) as the shares of Imageware California common stock had been traded. Stockholders do not need to exchange share certificates based upon the reincorporation.

ITEM 8.01 Other Events.

On January 13, 2006, the registrant issued a press release which is filed as Exhibit 99.1 hereto and incorporated by reference herein. The press release announced that the reincorporation proposal was adopted by the registrant’s shareholders.

ITEM 9.01.Financial Statements and Exhibits.

(c) Exhibits

99.1Press Release, dated January 13, 2006

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SIGNATURE

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.

	IMAGEWARE SYSTEMS, INC.,
	a Delaware corporation
Date: January 24, 2006		By:	/s/ Wayne G. Wetherell
				Wayne G. Wetherell
				Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated January 13, 2006

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EX-99.1

EXHIBIT 99.1

ImageWare Systems Announces Delaware Reincorporation Approved by Shareholders

Friday January 13, 4:26 pm ET

SAN DIEGO—(BUSINESS WIRE)—Jan. 13, 2006—ImageWare Systems, Inc. (AMEX: IW - News), a world leading developer and provider of biometric identity management solutions, today reported shareholder approval of the proposal to change the state of incorporation of ImageWare Systems, Inc. from California to Delaware. The proposal was approved by the shareholders in a Special Meeting of Shareholders held yesterday, January 12, 2006 in San Diego. Over 88% of the votes received with regard to this proposal were in favor of the proposal to reincorporate in Delaware. The company is taking the necessary steps required to effect the reincorporation and expects to complete the process by January 20, 2006.

About ImageWare Systems, Inc.

ImageWare Systems, Inc. (AMEX:IW - News) is a world leading developer and provider of identity management solutions, providing biometric, secure credential, law enforcement and digital imaging technologies. Scalable for worldwide deployment, the Company’s biometric product line includes a multi-biometric engine that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. ImageWare’s identification products are used to manage and issue secure credentials including national IDs, passports, driver licenses, smart cards and access control credentials. ImageWare’s digital booking products provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive digital workflow solutions for the professional photography industry. ImageWare is headquartered in San Diego, with offices in Washington DC, Canada and Germany. For more information visit www.iwsinc.com.

Safe Harbor Statement

Statements in this press release that are not strictly historical in nature are forward-looking statements. These statements include, but are not limited to references to the proposed financing, the anticipated use of the net proceeds of the proposed financing, and expectations regarding future operating results. Forward-looking statements involve known or unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements, or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include but

are not limited to: the risk that the equity investment does not close as anticipated; the risk that the Company’s target markets will not grow as expected; risks related to our ability to achieve and sustain profitability and generate cash internally or to obtain adequate capital for operations from outside sources; risks related to our acquisition strategies and the integration of acquired companies; risks associated with our dependence on a small number of large sales to customers with political purchasing constraints; risks related to our lengthy sales cycle; our reliance on third-party systems integrators and on third-party technology licenses; fluctuations in our operating results; continued new product introductions and market acceptance of our new products; new product introductions by competitors; technological changes in the our industry; uncertainties regarding intellectual property rights. For a discussion of these and other factors which may cause our actual events or results to differ from those projected, please refer to the Company’s most recent annual report on Form 10-KSB and quarterly reports on Form 10-QSB, as well as other subsequent filings with the Securities and Exchange commission.

Contact:

ImageWare Systems, Inc.

Wayne Wetherell, 858-673-8600