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EX-3 - IMAGEWARE SYSTEMS INCex3-02162017_110202.htm





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 13, 2017

Commission File Number:  00115757

ImageWare Systems, Inc.
(Exact name of registrant as specified in its charter.)

Delaware
(State or other jurisdiction of incorporation or organization)
330224167
(IRS Employer Identification No.)



10815 Rancho Bernardo Rd., Suite 310, San Diego, California 92127
(Address of principal executive offices)

858-673-8600
(Registrant's Telephone number)

Not Applicable
(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))



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

On February 13, 2017 the Board of Directors of ImageWare Systems, Inc., a Delaware corporation (the "Company"), unanimously approved and adopted an amendment to the Bylaws of the Company (the "Bylaw Amendment"), which Bylaw Amendment resulted in an amendment and restatement of the Company's previous Bylaws in their entirety. The Bylaw Amendment provides that all derivative and other claims regarding the internal affairs of the Company must be filed in the courts of the State of Delaware. A copy of the amended and restated Bylaws is attached to this Current Report on Form 8-K as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

See Exhibit Index.


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.
 
 
ImageWare Systems, Inc.


Date:   February 16, 2017
By: /s/ Wayne Wetherell

Name: Wayne Wetherell
Title: Chief Financial Officer


Exhibit Index
 
Exhibit No.

  
Description

EX-3.1
  
Amended and Restated Bylaws