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) December 8, 2010
ImageWare Systems, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-15757
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33-0224167
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(State or other jurisdiction
of incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.)
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| 10815 Rancho Bernardo Rd., Ste: 310, San Diego, CA | 92127 |
| (Address of principal executive offices) | (Zip Code) |
(858) 673-8600
Registrant's telephone number, including area code
10883 Thornmint Road, San Diego, CA 92127
(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):
£ 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))
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On December 8, 2010, the Company issued a two year unsecured convertible 6% note (“Convertible Note”) in the amount of $1.5 million to Neal Goldman, a current shareholder and note holder. The Convertible Note is convertible into common shares at $0.50 per share. The company issued Mr. Goldman warrants to purchase 2.25 million shares of common stock with a strike price of $0.50 as part of the transaction.
The Company used the $1.5 million net proceeds to fund the final installment payment required under an agreement with BET Funding LLC relative to the Company’s secured promissory note (“Note”) dated February 12, 2009. The final payment to BET Funding LLC was made by the Company on December 9, 2010.
The Company has agreed to convert Mr. Goldman’s Convertible Notes (dated December 8, 2010, November 24, 2010 and October 5, 2010) from unsecured to fully secured. In addition, Mr. Goldman has the right to appoint up to two members on the Company’s Board of Directors. The Company has also agreed to hold a special shareholder meeting as soon as is practical in order to authorize the additional shares of common stock underlying the warrants and conversion features.
Section 2 – Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See Item 1.01 - Entry into a Material Definitive Agreement discussing the Convertible Note by and among the Company and Neal Goldman dated December 8, 2010.
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.
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IMAGEWARE SYSTEMS, INC.,
a Delaware corporation
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Date: December 14, 2010
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/s/ Wayne G. Wetherell
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Wayne G. Wetherell
Chief Financial Officer
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