SECURITIES AND EXCHANGE COMMISSION
Washington, DC
Form 8-K/A
Amendment No. 1
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 22, 1999
Fingermatrix, Inc.
(Exact name of Registrant as Specified in its Charter)
New York 0-9940 13-2854686
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
249 North Saw Mill River Road, Elmsford, New York 10523
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (914) 592-5930
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Item 5. Other Events
The Registrant previously reported that on October 22, 1999 the
Registrant had entered into a term sheet with Joseph Randazza and Leslie Roth
(the "Term Sheet"), the provisions of which were described in the Registrant's
Form 8-K dated September 22, 1999. This amended Form 8-K reports that the
Registrant and Mssrs. Randazza and Roth have entered into an agreement which
cancels, nullifies and voids the Term Sheet by virtue of which the rights and
obligations of the parties thereunder were terminated except that Mssrs.
Randazza and Roth are entitled to retain all previously reimbursed expenses
incurred by them thereunder and to be indemnified by the Registrant, Secured
Portal Systems, Inc., its subsidiary, and Lewis S. Schiller, Chairman and Chief
Executive Officer of the Registrant, with respect to any future actions that may
be brought against either of them by Georal International, Inc. or GIL Systems,
Inc..
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Agreement to cancel the Term Sheet dated October 22, 1999
between the Registrant, Joseph Randazza, Leslie Roth
and Lewis S. Schiller.
99.2 Term Sheet dated October 22, 1999 between the Registrant,
Joseph Randazza, Leslie Roth and Lewis S. Schiller.(1)
(1) Incorporated by reference to the original 8-K dated September 22, 1999.
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SIGNATURE
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.
FINGERMATRIX, INC.
Date: June 7, 2000 By: /S/ Lewis S. Schiller
------------ ----------------------
Lewis S. Schiller
Chief Executive Officer
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Exhibit 99.1
This agreement is to memorialize our desire to cancel, nullify and void
the existence of the Term Sheet dated October 22, 1999 between Fingermatrix,
Inc., its subsidiary, Authorized Payments, Inc., Lewis Schiller and Joseph
Randazza and Leslie Roth. We agreed that none of the signatories (Fingermatrix,
Inc., Lewis S. Schiller, Joseph Randazza, Leslie Roth and Lewis Schiller) are
obligated to perform any of the duties, terms and conditions previously agreed
to under the Term Sheet. As of today, none of the signatories have any
obligations or liabilities to any other signatory. For all intents and purposes
the conduct and relationship amongst the signatories shall revert back as if the
Term Sheet never existed, except that to the extent any expenses were incurred
by Joseph Randazza or Leslie Roth and previously reimbursed by Fingermatrix,
Inc. (directly or indirectly) to Joseph Randazza or Leslie Roth, then Joseph
Randazza and Leslie Roth may retain such reimbursements. Each party is free to
pursue any business or other interests free from interference of the other or
claims.
Dated: March 23, 2000
Fingermatrix, Inc.
By:/S/_________________
Lewis S. Schiller, Chairman of the Board
and Chief Executive Officer
/S/___________________
Joseph Randazza
/S/___________________
Leslie Roth
/S/___________________
Lewis Schiller
In consideration of this agreement, I hold Joseph Randazza & Leslie Roth
harmless, with full indemnification from any actions brought by Georal
International, Inc. or GIL security Systems, Inc.
Fingermatrix, Inc.
/S/___________________
Lewis S. Schiller, CEO
Secured Portal
/S/___________________
Lewis S. Schiller, Chairman
Personal
/S/___________________
Lewis S. Schiller
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