SENSAR CORP /NV/
8-K, 2000-10-16
MEASURING & CONTROLLING DEVICES, NEC
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                       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 16, 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)

<PAGE>

                              ITEM 5. OTHER EVENTS

         Sensar Corporation issued the following press release on October 16,
2000.

         October 16, 2000 - Sensar Corporation (Nasdaq: SCII) announced today
that Net2Wireless Corporation and Nextel Finance Company, a wholly owned
subsidiary of Nextel Communications, Inc. (Nasdaq: NXTL), have agreed to extend
the anticipated closing for the proposed sale of Net2Wireless capital stock to
Nextel Finance Company from October 15, 2000 to November 9, 2000. Under the
original agreement, the parties agreed to the principal terms applicable to a
contemplated investment by Nextel Finance Company in 1 million shares of
Net2Wireless capital stock at a per share price of $32, subject to a number of
matters, including the completion of due diligence by Nextel Finance. The
parties have agreed to extend the closing date in order to provide Nextel
Finance Company with additional time to complete its business, legal and
accounting due diligence.

         Net2Wireless has developed technology to enable digital cellular
operators to provide applications that would typically be provided through a 3G
network, using 2G/2.5G existing infrastructure and mobile devices such as PDA's,
smart mobile phones and hand held computers, all over one backbone. The
Net2Wireless technology utilizes state-of-the-art digital content compression,
advanced pattern recognition technology and innovative streaming communication
technology, supporting scalable communications from 9600 bps and higher, using
ultra-low bandwidth. The system is scalable, modular and fully redundant. For
additional information visit the website: http://www.net2w.com.

         This press release contains certain forward-looking statements
concerning the potential products of Net2Wireless, which are still in the
development and testing stage. The products are subject to all the risk
associated with new market structures and broad based consumer demand. The above
statements are not meant to be predictions of the future and are subject to all
of the uncertainties set forth above and many others that may develop in the
future. Sensar Corporation has filed a preliminary copy of a registration
statement on Form S-4 with respect to a proposed merger between Sensar
Corporation and Net2Wireless. 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, 1999, and its current filing on
Form S-4, which is preliminary in nature and is subject to further completion
and amendment. Investors are urged to read the registration statement on Form
S-4 and all subsequent amendments or other filings by Sensar Corporation because
they contain important information. These documents can be obtained for free at
the Commission's website at http://www.sec.gov or by requesting a copy from
Sensar Corporation, 50 West Broadway, Suite 501, Salt Lake City, Utah 84101.

                                       2
<PAGE>

                                   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 16, 2000               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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