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EX-3 - IMAGEWARE SYSTEMS INCex3-10192017_121034.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): October 18, 2017

 

IMAGEWARE SYSTEMS, INC.

(Exact name of Registrant as specified in its Charter)

 

 




Delaware

001-15757

33-0224167

 

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)

 

 



10815 Rancho Bernardo Road, Suite 310, San Diego, California 92127

 

(Address of principal executive offices)

 


 

(858) 673-8600

 

(Registrants Telephone Number)

 


 

Not Applicable

 

(Former name or 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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

Emerging growth company.  ¨







If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 







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


On October 18, 2017, ImageWare Systems, Inc. (the Company) filed a Certificate of Elimination of Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock (the Preferred Shares) with the Delaware Secretary of State, thereby eliminating the Preferred Shares and returning them to authorized but unissued shares of the Companys preferred stock. All of the previously outstanding Preferred Shares were exchanged for the Companys Series A Convertible Preferred Stock in September 2017 pursuant to Exchange Agreements, as disclosed by the Company in its Current Report on Form 8-K, dated September 19, 2017.


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.

 






 

 

TRACK GROUP, INC.





Date: October 19, 2017

 

By:

 /s/ Wayne Wetherell

 

 

 

Wayne Wetherell

 

 

 

Chief Financial Officer

 

 

 




EXHIBIT INDEX





 

Exhibit

Number

  

Description



3.1

  

Certificate of Elimination of Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock, dated October 18, 2017