Imageware Systems Inc - Post-Effective Amendment to Registration Statement (POS AM)
11 4월 2008 - 7:32PM
Edgar (US Regulatory)
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON April 11, 2008
REGISTRATION NO. 333-
64192
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
On
FORM S-1
To
FORM SB-2
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
IMAGEWARE
SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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7372
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33-0224167
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial Classification Code
Number)
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(I.R.S. Employer Identification
Number)
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10883 Thornmint Road
San Diego, CA 92127
(858) 673-8600
(Address, including zip code, and telephone number, including area code,
of registrants principal executive offices)
S. James Miller, Jr.
Chief Executive Officer
ImageWare Systems, Inc.
10883 Thornmint Road
San Diego, CA 92127
(858) 673-8600
(Name, address, including zip
code, and telephone number, including area code, of agent for service)
Copies to:
Carl Sanchez, Esq.
Paul, Hastings, Janofsky & Walker LLP
3579 Valley Centre Drive
San Diego, California 92130
(858) 720-2500
APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of
this registration statement, as determined by the selling stockholder
.
If any of the securities being registered on
this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box.
o
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
o
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act,
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.
o
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. (Check one):
o
Large accelerated filer
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o
Accelerated filer
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x
Non-accelerated filer
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o
Smaller reporting company
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(Do not check if a smaller reporting company)
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This Post-Effective Amendment
No. 1 on Form S-1 to Registration Statement on Form SB-2 shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to
Section 8(c) of the Securities Act of 1933, as amended, may determine.
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 1 to the Registration Statement on Form SB-2
(File No. 333-64192) (the Registration Statement) is being filed solely
for the purpose of deregistering certain shares subject to the Registration
Statement. The Registration Statement
registered for resale 2,128,503 shares of common stock of ImageWare Systems, Inc.
(the Company), of which (i) 700,000 shares were issued in connection
with the Companys acquisition of all of the equity interests of Castleworks
LLC and E-Focus West LLC (the LLC Shares), (ii) 665,000 shares were
issued in connection with the Companys acquisition of substantially all the
assets of G & A Imaging, Ltd. (the G & A Shares), (iii) 569,994
shares were issued in connection with the Companys acquisition of Imaging
Technology Corporation (the ITC Shares), and (iv) 193,509 shares were
issued to other shareholders (the Remaining Shares) of the Company who were
granted registration rights.
The Company was contractually obligated to register resales of the LLC Shares and the G & A Shares and to maintain the Registration Statements effectiveness (i) with respect to the LLC Shares, until the second anniversary of the issuance of the LLC Shares and (ii) with respect to the G & A Shares, the first anniversary of the issuance of the G & A Shares. The Company was not obligated to maintain the Registration Statements effectiveness with respect to the ITC Shares or Remaining Shares. The date of issuance of the (i) LLC Shares was August 10, 2003 and (ii) G & A Shares was March 8, 2002, and therefore the Company is no longer contractually obligated to maintain the effectiveness of the Registration Statement due to the expiration of such periods. Therefore, pursuant to Item 512(a)(3) of Regulation S-K, the Company is filing this Post-Effective Amendment No. 1 to deregister 4,236 shares of the ITC Shares that have not been resold under the Registration Statement.
Item 16.
Exhibits and Financial
Statement Schedules
(a) Exhibits
Exhibit
Number
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Description
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24.1
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Power
of Attorney (previously filed)
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1
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego, State of
California, on April 11, 2008.
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IMAGEWARE SYSTEMS, INC.
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By:
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/s/ S. James Miller, Jr.
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S.
James Miller, Jr.
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Chief
Executive Officer and Chairman of the
Board of Directors
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Pursuant to the requirements
of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1
on Form S-1 to Registration Statement on Form SB-2 has been signed by
the following persons in the capacities and on the dates indicated.
SIGNATURE
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TITLE(S)
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DATE
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*
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Chief Executive Officer and Chairman of the
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April 11, 2008
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S. James Miller, Jr.
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Board
(Principal Executive Officer)
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*
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Senior Vice President, Administration and Chief
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April 11, 2008
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Wayne Wetherell
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Financial Officer
(Principal Financial and
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Accounting Officer)
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*
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Director
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John Callan
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April 11, 2008
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*
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Director
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G. Steve Hamm
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April 11, 2008
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*
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Director
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John L. Holleran
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April 11, 2008
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*
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Director
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David Loesch
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April 11, 2008
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*By:
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/s/ S. James Miller, Jr.
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April 11, 2008
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S. James Miller, Jr.
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Attorney-in-fact
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2
EXHIBIT
INDEX
Exhibit
Number
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Description
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24.1
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Power
of Attorney (previously filed)
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3
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