SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): OCTOBER 7, 1999
Commission File Number: 0-17020
SENSAR CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 87-0429944
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
50 WEST BROADWAY, SUITE 501
SALT LAKE CITY, UTAH 84101
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(Address of Principal Executive (Zip Code)
Offices)
Registrant's Telephone Number, Including Area Code:
(801) 350-0587
N/A
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(Former name, former address, and formal fiscal year, if changed since
last report)
<PAGE>
ITEM 5. OTHER EVENTS
Sensar Corporation issued the following press release on October 7, 1999.
Salt Lake City, UT, October, 7, 1999 - Sensar Corporation (Nasdaq symbol
"SCII") announced today that it has entered into an agreement to acquire all of
the outstanding shares of I.T.E.S ltd. ("ITES"), an entity organized under the
laws of Israel.
ITES is a startup company focused on developing wireless multimedia and
internet communications applications. In particular, the company has developed
technology to enable the real time broadcast of multimedia content via wireless
to an array of hand-held devices including cellular phones. This technology
will also significantly advance the delivery of internet applications, including
video, web pages and email, on a real time and global basis without the
difficulties and limitations of WAP based systems.
ITES is working with an Israeli wireless communications carrier to finalize
the implementation of its wireless communication technology and has commenced
preliminary discussions with a major Internet Service Provider to utilize ITES's
unique wireless internet instant messaging technology. This technology will
provide seamless internet-to-cell and cell-to-internet messaging services
allowing end users to remain online when away from their traditional internet
access sites.
"For the past six months we have analyzed numerous internet and
communications companies. The ITES technology represents the most sophisticated
we have seen. Furthermore, with over 300 million cellular users, the market
potential of this technology is enormous," says CEO Howard Landa.
"Our technology will dramatically expand the role of the wireless cellular
device. Consumers should be able to receive full color transmission of video,
TV, audio, web pages and email either in text or voice ANYTIME, ANYWHERE in the
world," added Hemi Davidson, founder of ITES.
Under the terms of the agreement, Sensar will issue 8,500,000 shares of its
common stock to acquire ITES. It is anticipated that a new board of directors
will be appointed at the closing and that the officers of ITES will become
officers of Sensar.
Closing of this transaction is conditioned on approval of the transaction
by the shareholders of Sensar and certain other regulatory approvals and
contractual conditions. At closing, the newly enlarged group will be renamed
iNet2Wireless.com, which will be more representative of the company's ongoing
operations.
A conference call is scheduled for 4:30 PM ET, Tuesday, October 12. The
number to call is (888) 550-5969, reference the Sensar Corporation Conference
Call. Interested parties who are unable to participate at the scheduled time
can access the recorded call for 72 hours following the conference call
(allowing 4 hours after the completion of the conference call) by dialing (800)
723-0607.
This press release contains certain forward-looking statements concerning
possible acquisition activities, all of which are based upon the current status
of the company's negotiations and assumptions made by management and are not
meant to be actual descriptions or predictions of the future. Completion of the
transaction described is subject to the satisfaction of a number of conditions
which may or may not be met. For a discussion of the contingencies and
uncertainties to which the information concerning future events is subject,
please refer to the Company's report on Form 10-K for December 31, 1998, and
other SEC reports.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange of 1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: October 7, 1999 SENSAR CORPORATION
By /s/ Howard S. Landa
Howard S. Landa, Chairman of the Board
(Chief Executive Officer and Principal
Financial and Accounting Officer)
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