Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------
INTELLI-CHECK, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 11-3234779
--------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification
Number)
775 Park Avenue, Suite 340, Huntington, New York 11743
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1998 Stock Option Plan
1999 Stock Option Plan
-------------------------
(Full Title of the Plans)
Arnold N. Bressler, Esq.
Milberg Weiss Bershad Hynes & Lerach LLP
One Pennsylvania Plaza
New York, New York 10119/0165
---------------------------------------
(Name and address of agent for service)
(212) 594-5300
---------------------------------------
(Telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public:
As Soon As Practicable After Registration Statement Becomes Effective.
Page 1 of 7 Pages
Exhibit Index Begins on Page
(Facing Page Continued on the Following Page)
<PAGE>
(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
--------------------------------------------------------------------------------
Common Shares, 1,400,000 $12.69(2) $17,766,000 $4,690
par value $.001 shares
per share
----------
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Based upon the average of the high and low prices of the Common Shares on
the American Stock Exchange, Inc. on October 9, 2000 of $12.69 per share.
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional indeterminate number of
shares as may become issuable pursuant to anti-dilution and adjustment
provisions of any options to purchase shares registered hereby.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (File No. 001-15465)
pursuant to the Securities Exchange Act of 1934 are incorporated by reference
into this Registration Statement.
(1) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2000.
(2) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2000.
(3) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999.
(4) The Company's Registration Statement on Form SB-2 (File No. 333-87797)
filed September 24, 1999 (the "Registration Statement").
(5) Amendment No. 1 to the Registration Statement filed November 1, 1999.
(6) Amendment No. 2 to the Registration Statement filed November 15, 1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all the securities
offered have been sold or which deregisters all the securities then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Sections 721 through 726 inclusive of the Business Corporation Law of New
York permits indemnification of directors, officers and employees of a
corporation under certain conditions and subject to certain limitations. The
Company's Certificate of
II-1
<PAGE>
Incorporation requires the Company to indemnify its officers, directors and
employees to the fullest extent permitted by law, including full or partial
indemnification for any judgment, settlement or related expense. In addition,
advances of expenses to officers and directors are permitted upon an undertaking
by the person to be indemnified to repay all such expenses if he or she is
ultimately found not to be entitled to indemnification. The indemnification
provision in the Company's Certificate of Incorporation applies to all actions
and proceedings including those brought by or in the right of the Company.
Directors and officers remain liable for acts and omissions not in good faith or
which involve intentional misconduct and transactions from which such officer or
director derives improper personal benefit. In March 1999, the Company purchased
an aggregate of $5,000,000 of insurance from National Union Fire Insurance
Company of Pittsburgh for indemnification of all of its directors and officers
at a cost of $49,500.00.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
10.1 1998 Stock Option Plan -- incorporated by reference to
the Registrant's Registration Statement on Form SB-2
filed September 24, 1999.
10.2 1999 Stock Option Plan -- incorporated by reference to
the Registrant's Registration Statement on Form SB-2
filed September 24, 1999.
23 Consent of Arthur Andersen LLP.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933; (ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any
II-2
<PAGE>
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(i)(ii) do not apply
to information required to be included in a post-effective amendment by
those paragraphs which are contained in periodic reports filed by the
undersigned Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement;
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 9th day of
October, 2000.
INTELLI-CHECK, INC.
By: /s/ Frank Mandelbaum
---------------------------------
Frank Mandelbaum
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Date: October 9, 2000 /s/ Frank Mandelbaum
------------------------------------
Frank Mandelbaum
Chairman of the Board,
Chief Executive Officer and Director
Date: October , 2000
------------------------------------
Kevin Messina
Senior Executive
Vice President - Technology
Chief Technology Officer and Director
Date: October 9, 2000 /s/ Edwin Winiarz
------------------------------------
Edwin Winiarz
Senior Executive Vice President,
Treasurer, Chief Financial
Officer and Director
Date: October 9, 2000 /s/ Paul Cohen
------------------------------------
Paul Cohen
Director
Date: October 9, 2000 /s/ Evelyn Berezin
------------------------------------
Evelyn Berezin
Director
II-4
<PAGE>
Date: October 9, 2000 /s/ Charles McQuinn
------------------------------------
Charles McQuinn
Director
Date: October 9, 2000 /s/ Howard Davis
------------------------------------
Howard Davis
Director
Date: October , 2000
------------------------------------
Jeffrey Levy
Director
II-5
