Attached files
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 7, 2018
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 No.)
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(IRS
Employer
Identification
No.)
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10815 Rancho
Bernardo Road, Suite 310, San Diego, California
92127
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(Address
of principal executive offices)
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(858)
673-8600
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(Registrant’s
Telephone Number)
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Not
Applicable
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(Former
name or address, if changed since last report)
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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) ☐
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 1.01 Entry into a Material Definitive Agreement.
On
February 7, 2018 and February 8, 2018, ImageWare Systems, Inc. (the
“Company”)
entered into amendments to the employment agreements (the
“Employment
Amendments”) for Messrs. David Harding, the
Company’s Chief Technical Officer, and S. James Miller, Jr.,
the Company’s Chairman of the Board of Directors and Chief
Executive Officer, respectively. Pursuant to the terms of the
Employment Amendments, the term of each executive officer’s
employment agreement was extended until December 31, 2018. A copy
of each of the Employment Amendments is attached to this Current
Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are
incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
See
Item 1.01.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Changes in Fiscal Year.
On
February 9, 2018, the Company filed with the Secretary of State of
the State of Delaware a Certificate of Amendment to its Certificate
of Incorporation, as amended (the “Charter”), to increase the
authorized number of shares of its common stock, par value $0.01
per share (“Common
Stock”), to 175.0 million from 150.0 million shares. A
copy of the Certificate of Amendment is attached to this Current
Report on Form 8-K as Exhibit 3.1, and is incorporated herein by
this reference.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
On January 4,
2018, the Company began
soliciting written consents from its
shareholders pursuant to the Consent Solicitation
Statement on Schedule 14A filed with the Securities and Exchange
Commission on January 4, 2018, to approve (i) an
amendment to the Company’s Charter to increase the number of
shares of the Company’s Common Stock authorized thereunder
from 150.0 million to 175.0 million, and (ii) an amendment to the
Company’s 1999 Stock Option Plan to increase the number of
shares authorized for issuance thereunder from approximately 6.2
million to approximately 8.2 million (together, the
“Proposed
Amendments”). As of February 9, 2018, the
Company had received written consents approving the Proposed
Amendments from shareholders representing 62,663,628 votes,
consisting of 41,033,193 shares attributable to common stock,
21,630,435 shares attributable to Series A Preferred Stock, and 0
shares attributable to Series B Preferred Stock, or over 50% of the
Company’s voting capital stock. As a result, the
Proposed Amendments were approved, and the Company terminated the
solicitation on February 9, 2018.
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.
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IMAGEWARE SYSTEMS, INC.
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Date:
February 12, 201
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By:
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/s/
Wayne Wetherell
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Wayne
Wetherell
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Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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Certificate
of Amendment to Certificate of Incorporation
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Fifth
Amendment to Employment Agreement, by and between David E. Harding
and ImageWare Systems, Inc., dated February 7, 2018
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Tenth
Amendment to Employment Agreement, by and between S. James Miller
and ImageWare Systems, Inc., dated February 8, 2018
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