Filed by Sensar Corporation
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Sensar Corporation
Commission File No. 333-34298
Sensar Corporation
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FOR IMMEDIATE RELEASE Contact: Investor Relations
Sensar Corporation
Ph. (801) 350-0587
Fax (801) 350-0825
SENSAR ANNOUNCES NASDAQ UPDATE
December 4, 2000 - Sensar Corporation (Nasdaq: SCII) announced today that
representatives of both Sensar and Net2Wireless met with the staff of NASDAQ in
Washington D.C. in an attempt to resolve the concerns of Nasdaq outlined in a
prior press release dated November 22, 2000. A variety of potential proposals
were presented to Nasdaq both at the meeting and subsequently.
After close of market on Friday December 1, Nasdaq informed the Company that
none of the proposed resolutions would be acceptable. Consequently, Nasdaq has
informed the Company that if the proposed merger with Net2Wireless proceeds it
will deny the new listing application and immediately bring delisting
proceedings.
If Nasdaq does bring delisting proceedings, the Company intends to seek a
hearing and to reintroduce its proposals to the hearing panel. However if the
Company is unsuccessful, there may not be a public trading market available for
the stock of the combined company subsequent to the merger, other than
potentially the "pink sheets".
This press release discloses a new development with respect to the proposed
merger between Sensar Corporation and Net2Wireless. This press release is not,
and is not intended to be a proxy solicitation. Furthermore, this press release
is not, and is not intended to be, an offer of any securities for sale. For a
discussion of the contingencies and uncertainties relating to the merger of
Sensar Corporation and Net2Wireless to which some of the information concerning
future events is subject, please refer to Sensar's report on Form 10-K for
December 31, 2000, and its current filing on Form S-4. Sensar and Net2Wireless
have mailed a Proxy Statement/Prospectus to stockholders of Sensar and
Net2Wireless containing information about the merger. Investors are urged to
read the registration statement on Form S-4 and all subsequent amendments or
other filings by Sensar Corporation and the Proxy Statement/Prospectus because
they contain important information about Sensar, Net2Wireless and the merger.
These documents can be obtained for free at the Commissions web site at
http://www.sec.gov or by requesting a copy from Sensar Corporation, 50 West
Broadway, Suite 501, Salt Lake City, Utah 84101.
