Imageware Systems Inc - Current report filing (8-K)
30 4월 2008 - 5:09AM
Edgar (US Regulatory)
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)
April 25,
2008
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ImageWare
Systems, Inc.
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(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
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(Commission
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(IRS
Employer
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of
incorporation
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File
Number)
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Identification
No.)
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10883
Thornmint Road, San Diego, CA
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92127
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
(858)
673-8600
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(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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On April
25, 2008, ImageWare Systems, Inc. (the “Company”) received a letter from the
American Stock Exchange (“AMEX”) advising that a Listing Qualifications Panel of
the AMEX Committee on Securities (the “Panel”) had affirmed the determination of
the staff of the Listing Qualifications Department of AMEX (the “Staff”) to
delist the Company’s common stock from AMEX.
The
letter states that the Panel agreed with the Staff that the Company failed to
comply with:
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·
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Section
1003(a)(ii) of the AMEX Company Guide (the “Company Guide”), because the
Company has shareholders’ equity of less than $4 million and has sustained
losses from continuing operations and net losses in three out of its four
most recent fiscal years; and
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·
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Section
1003(a)(iii) of the Company Guide, because the Company has shareholders’
equity of less than $6 million and has sustained losses from continuing
operations and net losses in its five most recent fiscal
years.
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Additionally,
the letter provided that AMEX would suspend trading in the Company’s common
stock as soon as practicable and would file an application with the Securities
and Exchange Commission ("SEC") to remove the Company’s common stock from
listing and registration on AMEX when and if authorized by the SEC.
The
Company believes that it will be eligible for quotation on the Over-the-Counter
Bulletin Board ("OTCBB") and expects that multiple market makers will make
a market for the Company’s common stock.
Item
8.01 Other Events
Upon
delisting of the Company’s common stock, the following additional consequences
may occur:
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·
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Certain
institutional investors that have policies against investments in OTCBB
companies and other investors may refrain from purchasing the Company’s
common stock because it is no longer listed on a national securities
exchange; and/or
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·
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The
Company’s ability to sell its equity and debt securities in direct or
underwritten offerings will be more limited in numerous states because the
Company will no longer benefit from state exemptions from registration
which are dependent upon its listing on
AMEX.
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On April
29, 2008, the Company issued a press release concerning the Staff’s
determination described in Item 3.01 above. A copy of the press
release is attached as Exhibit 99.1 hereto.
The
information in this Item 8.01 of Form 8-K shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933
or the Exchange Act, except as expressly set forth by specific reference in such
filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit#
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Description
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99.1
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P
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Press
Release dated April 29, 2008.
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This
Current Report on Form 8-K may contain forward-looking statements made
pursuant to the “safe harbor’’ provisions of the Private Securities Litigation
Reform Act of 1995. Such statements include, without limitation,
statements made with respect to the Company’s belief that it will be eligible
for quotation on the OTCBB and its expectation that a market maker will make a
market for the Company’s common stock following AMEX’s filing of
a
delisting application with the SEC. Although the Company believes the
statements contained herein to be accurate as of the date they were made, it can
give no assurance that such expectations will prove to be correct. The Company
undertakes no obligation to update these forward-looking statements as a result
of new information or otherwise. You are encouraged to read the
Company’s Annual Report on Form 10-K for the year ended December 31, 2007 for
important factors that could cause actual results and events to differ
materially from those discussed in this Current Report on Form 8-K.
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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a
Delaware corporation
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Date: April
29, 2008
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By:
/s/ Wayne G.
Wetherell
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Wayne
G. Wetherell
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Chief
Financial Officer
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4
Imageware (AMEX:IW)
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