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): April 7, 2000
Commission File Number: 0-17020
Sensar Corporation
(Exact Name of Registrant as Specified in its Charter)
Nevada 87-0429944
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
50 West Broadway, Suite 501
Salt Lake City, Utah 84101
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(801) 350-0587
N/A
(Former name, former address, and formal fiscal year, if changed since last
report)
ITEM 5. OTHER EVENTS
Sensar Corporation issued the following press release on April 7, 2000.
Salt Lake City-April 7, 2000-Sensar Corporation (NASDAQ: SCII) announced
today that it had filed with the Securities and Exchange Commission a
Registration Statement relating to the proposed merger with Net2Wireless.
Sensar proposes to issue 18,295,060 shares of common stock to the holders
of equity interests in Net2Wireless and 1,000,000 shares of common stock to
certain individuals involved in introducing Sensar and Net2Wireless. In
addition, Sensar will grant options and warrants to acquire up to 14,766,649
shares of common stock to the holders of similar options and warrants to acquire
shares of Net2Wireless stock. As a result of these actions, the current
stockholders of Net2Wireless will own approximately 65% of the combined company,
and hold the right to acquire an additional 12% on the exercise of options,
while the current stockholders of Sensar will own approximately 32%, subject to
reduction if the options held by the Net2Wireless stockholders are exercised.
Immediately prior to the merger, the domicile of Sensar will be moved from
Nevada to Delaware and the name of Sensar will be changed to "Net2Wireless
Corporation."
Essentially, the business of Net2Wireless will become the business of the
public company. On March 21, 2000, Net2Wireless raised $29 million by way of a
private placement. In addition, Sensar had, as of March 31, 2000, approximately
$6 million of cash and notes receivable. Subsequent to the merger, the company
will have cash of approximately $35 million (less the cash used to fund expenses
since December 31, 1999), the wireless technology, the technical and management
expertise of Net2Wireless, and the ongoing Net2Wireless contracts. There will
be 28,186,060 shares outstanding, with options to acquire an additional
14,875,649 shares at a weighted average exercise price of $2.03 per share.
The information contained in the Registration Statement filed may be
changed. Sensar Corporation may not issue the securities or complete the merger
until the Registration Statement filed with the Securities and Exchange
Commission is effective and Sensar shareholders have approved the transaction.
This statement is not an offer to sell securities and is not a solicitation of
an offer to buy securities.
The press release contains certain forward-looking statements within the
meaning of the Private Securities Litigation Act of 1995. Those forward-looking
statements are not based on historical facts but they reflect Sensar's and
Net2Wireless' current expectations concerning future results and events.
Generally, the statements describe the objectives, plans, or goals of the
companies. These forward-looking statements involve known and unknown risks,
uncertainties, and other factors which may cause the actual results or the
performance or achievement of such goals to differ from those anticipated by
these statements. In addition to those risk factors specifically addressed,
there may be other factors that have not been considered by Sensar and/or
Net2Wireless or that are not currently considered to be significant, that may in
fact turn out to be material and cause actual results to differ substantially
from the forward looking statements. Stockholders should be aware that such
forward looking statements are not intended to be accurate predictions of the
future and that actual results will differ, either based on one or more of the
factors specifically discussed or on other factors or influences that may
develop in the future.
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: April 10, 2000 SENSAR CORPORATION
By /s/ Howard S. Landa
Howard S. Landa, Chairman of the Board
(Chief Executive Officer and
Principal Financial and Accounting Officer)
