As Filed: October 25, 2000 SEC File No. 333-34298
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 6 to
Form S-4
Registration Statement Under
the Securities Act of 1933
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SENSAR CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 3826 87-0429944
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Classification Identification No.)
organization) Code Number)
50 West Broadway, Suite 501, Salt Lake City, Utah 84101 (801) 350-0587
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Howard S. Landa, 50 West Broadway, Suite 501, Salt Lake City, Utah 84101
(801) 350-0587
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Keith L. Pope, Esq.
Parr Waddoups Brown Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, Utah 84111-1537
Telephone (801) 532-7840
Telecopy (801) 532-7750
Approximate date of commencement of proposed sale to the public: The common
stock being registered hereby will be delivered as soon as practicable after the
effective date of this registration statement and the completion of the merger
of Sensar and Net2Wireless Corporation.
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Unit Offering Price(2) Fee
-------------------------------- ------------- ---------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common stock, par value $0.001(3) 32,291,414 N/A $27,718,673 $ 7,318
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(1) There are also registered pursuant to rule 416 such additional number
of securities as may be issuable under the antidilution provisions of
the securities registered above.
(2) Solely to estimate the aggregate offering price for the purpose of
calculating the registration fee, the offering price of the common
stock, issued in the merger is equivalent to the book value of the
securities of Net2Wireless to be cancelled in the transaction as of
March 31, 2000 (rule 457(f)(2)).
(3) Includes 18,295,060 shares to be issued in exchange for currently
outstanding Net2Wireless stock and 13,996,354 shares to be issued for
Net2Wireless stock in the event that currently exercisable Net2Wireless
options and warrants are exercised prior to the closing. All share
amounts give effect to the two-for-one split of the common stock of
Sensar that took effect January 17, 2000.
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
section 8(a), may determine.
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SUMMARY
The following is a brief summary and is intended merely to highlight
some of the information included in this Joint Proxy Statement/Prospectus. The
summary is qualified in its entirety by the more detailed information contained
elsewhere in this Joint Proxy Statement/Prospectus.
Proposed Business Net2Wireless, which will contuct business under the name
Of Net2Wireless, Jagami Corporation on completion of the merger, is organized
to be Conducted under the laws of the state of Delaware. References to
Under the Name Net2Wireless include its three subsidiaries, Net2Wireless
Jagami Corporation Israel Limited, which is an Israeli corporation engaged in
research and development, Vintage Global, Inc., which is a
British Virgin Islands corporation that holds the
intellectual property of Net2Wireless, and FastNet.com,
Inc., a Delaware corporation formed to pursue applications
of its technology using traditional physical lines.
Net2Wireless currently has no revenues and does not know
when it will begin to generate revenues. Net2Wireless
acquired wireless communication technologies and rights from
I.T.E.S. - Imaging Technologies Enterprises Systems, Ltd, an
Israeli corporation, in December, 1999. Products based on
the technology held by Net2Wireless are in the preliminary
testing stage and are intended to permit wireless
communication devices to gain access to the Internet. The
goal is to permit the following services to be available to
portable devices such as palm computers, personal digital
assistants, and cellular phones:
o browsing standard Internet sites using standard
browsers;
o transmission of live video using existing wireless
communication networks;
o providing instant messaging with full graphics
support;
o providing messaging services (e-mail, voice mail,
fax, etc.); and
o providing full graphics applications with network
based storage.
The basic technology uses proprietary software that greatly
speeds up the transmission time for complex content over the
existing wireless communication infrastructure, principally
by compressing the data. Net2Wireless intends to provide
services and license its software directly to cellular
carriers. Licensing and transactional fees will be based on
the number of users of the system and, in some cases, the
number of uses of a particular service. Net2Wireless
currently has a beta-site installation at Partner
Communications Company, Ltd., a cellular telephone carrier
in Israel, and has installed its platform for a second beta
test at PelePhone Communications, Ltd., another cellular
carrier in Israel. Net2Wireless recently signed a memorandum
of understanding with Nextel Finance Company for the field
testing and potential future purchase of Net2Wireless'
proposed products for use in the United States.
See "NET2WIRELESS: Business of NET2WIRELESS"
The Merger The merger agreement between Sensar and Net2Wireless
provides for the merger of Net2Wireless with and into
Sensar. The merger was unanimously approved by the board of
directors of both Sensar and Net2Wireless. Neither board
obtained a fairness opinion in connection with their
consideration of the merger. As part of the merger:
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Section 78.037 of the Nevada corporation law, Article VII of Sensar's
articles of incorporation, and Article VIII of Sensar's bylaws, "Insurance and
Officer and Director Contracts" provide for indemnification of Sensar's
directors and officers in a variety of circumstances, which may include
liabilities under the Securities Act of 1933, as amended.
Insofar as indemnification for liabilities arising under the Securities Act
of 1993 may be permitted to directors, officers, and controlling persons
pursuant to the foregoing provisions, Sensar has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
contrary to public policy as expressed in the Securities Act and, therefore, is
unenforceable. (See "ITEM 28. UNDERTAKINGS.")
(b) All financial statement schedules are omitted because they are not
applicable or because the required information is contained in the Consolidated
Financial Statements or the Notes thereto.
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SEC
Exhibit Reference
No. No. Title of Document Location
------- --------- ------------------------------------------------- -------------------------
Item 2 Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession
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<S> <C> <C> <C>
2.1 (2) Agreement dated December 8, 1999, as amended Appendix A to Joint Proxy
January 4, March 21, June 26, July 26,
September 6, and October 18, 2000
Item 3 Articles of Incorporation, Bylaws
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3.1 (3) Articles of Incorporation, as amended Exhibit to report on
November 3, 1987 Form 10-K for the year
ended June 30, 1988*
3.2 (3) Certificate of Amendment to the Exhibit to report on
Articles of Incorporation Form 10-K for the year
filed July 3, 1989 ended June 30, 1989*
3.3 (3) Designation of Rights, Privileges, and Registration Statement
Preferences of 1995 Series Preferred Stock filed on Form SB-2,
Exhibit 3, SEC File
No. 33-59963*
3.4 (3) Designation of Rights, Privileges, and Exhibit to report on
Preferences of 1998 Series A Preferred Stock Form 8-K dated
February 13, 1998*
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3.5 (3) Bylaws Amendment No. 3
Item 4 Instruments Defining the Rights of Holders, Including Indentures
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4.1 (4) Form of Lock-up Letter for Sensar Stockholders Appendix F-1 to Joint Proxy
Statement/Prospectus*
4.2 (4) Form of Lock-up Letter for Net2Wireless Stockholders Appendix F-2 to Joint Proxy
Statement/Prospectus*
Item 5 Opinion Re: Legality
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5.1 (5) Opinion of Keith L. Pope, LLC, regarding legality Amendment No. 5
of common stock under Delaware law
5.2 (5) Opinion of Keith L. Pope, LLC, regarding legality Amendment No. 5
of common stock under Nevada law
Item 8 Opinion Re: Tax Matters
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8.1 (8) Opinion of Keith L. Pope, LLC, regarding certain Amendment No. 5
United States federal income tax matters
Item 10 Material Contracts
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10.1 (10) Agreement between Net2Wireless Israel Ltd. and Amendment No. 1
Euros Ltd., dated June 26, 2000
10.2 (10) Management Agreement by and between Amendment No. 1
Net2Wireless Israel Ltd. and Yarsig Ltd., dated
February 16, 2000
10.3 (10) Directorship Agreement by and between Amendment No. 1
Net2Wireless Corporation and Joav Avtalion,
dated May 21, 2000
10.4 (10) Directorship Agreement by and between Amendment No. 1
Net2Wireless Corporation and David Rubner,
dated May 21, 2000
10.5 (10) Stock Option Agreement by and between Amendment No. 1
Net2Wireless, Inc., and Cedar Investment Services
Ltd, dated December 7, 1999
10.6 (10) Stock Option Agreement by and between Amendment No. 1
Net2Wireless, Inc., and Ultimate Business
Management Ltd., dated December 7, 1999
10.7 (10) Warrant for ML Partners, LLC Amendment No. 2
10.8 (10) Stock Option Agreement by and between Amendment No. 2
Net2Wireles, Inc., and Yitzchak Bachar, dated
March 20, 2000
10.9 (10) Stock Option Agreement by and between Amendment No. 2
Net2Wireless, Inc., and Beneficial Investment
Services, Ltd., dated March 20, 2000
10.10 (10) Employment Agreement by and between Amendment No. 2
Net2Wireless, Inc., and Yitzhak Feldman,
dated December 19, 1999
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10.11 (10) Employment Agreement by and between Amendment No. 2
Net2Wireless, Inc., and Robert Rokni
dated October 15, 1999
10.12 (10) Stock Option Plan adopted by the board of directors Appendix B to Joint Proxy
of Sensar dated May 6, 2000 Statement/Prospectus*
10.13 (10) Agreement by and among I.T.E.S. - Imaging Amendment No. 1
Technologies Enterprise Systems Ltd.,
Net2Wireless Corporation, and Partner
Communications Company Ltd., dated
March 13, 2000
10.14 (10) Memorandum of Understanding by and between Amendment No. 1
Net2Wireless, Inc. and PelePhone Communications
Ltd, dated March 27, 2000
10.15 (10) Stock Purchase Agreement by and between Amendment No. 2
Net2Wireless and Nextel Finance Company,
dated July 26, 2000
10.16 (10) Asset Acquisition Agreement by and between Amendment No. 1
I.T.E.S. Imaging Technologies Enterprises Systems
Ltd, Net2Wireless, Inc., and Vintage Global, Inc.,
dated December 15, 1999
10.17 (10) Executive Employment Agreement of Exhibit to report on
Howard S. Landa effective Form 10-Q for the
April 22, 1999 quarter ended
June 30, 1999*
10.18 (10) Deferred Compensation Plan Exhibit to report on
Adopted by the Board of Directors Form 10-K for the
Effective May 1, 1999 year ended
December 31, 1999*
10.19 (10) 1997 Stock Option and Award Plan Exhibit to report on
Form 10-Q for the
quarter ended
March 31, 1997*
10.20 (10) Asset Purchase Agreement by and among Exhibit "A" to Proxy
PCB Group, Inc., Beehive Acquisition Corp., Statement dated
Larson-Davis Incorporated, and Larson-Davis February 16, 1999*
Laboratories, dated November 30, 1998, and Exhibit to report
as amended February 16, 1999, and on Form 10-K for the
March 31, 1999 year ended
December 31, 1998*
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10.21 (10) Asset Purchase Agreement between Exhibit to report on
Sensar Instruments, Inc., Sensar Form 8-K dated
Corporation, and LECO Corporation, August 19, 1999*
dated August 19, 1999
10.22 (10) Form of Market Stand Off and Exhibit to report on
Redemption Agreement by and between Form 10-K for the
Larson-Davis Incorporated and Investors year ended
of 1998 Series A Preferred Stock, December 31, 1998*
dated January, 1999
10.23 (10) Personal Employment Agreement by and between Amendment No. 3
Nechemia Davidson and Net2Wireless Israel, Ltd.,
dated September 2, 2000
10.24 (10) Consulting Agreement by and between Rubner Amendment No. 3
Technology Ventures, Ltd. and Net2Wireless
Israel, Ltd., dated September 1, 2000
10.25 (10) Alliance Agreement by and between Lucent Amendment No. 4
Technologies, Inc., and Net2Wireless Corporation
effective September 20, 2000
10.26 (10) Directorship Agreement by and between Amendment No. 5
Net2Wireless Corporation and Ben-Zion Weiner
dated October 13, 2000
10.27 (10) Stock Option Agreement between Net2Wireless Amendment No. 5
Corporation and Ben-Zion Weiner dated
October 13, 2000
Item 21 Subsidiaries of the Registrant
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21.1 (21) Subsidiaries of Larson-Davis Incorporated Form 10-KSB for the
year ended
June 30, 1996*
Item 23 Consent of Experts and Counsel
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23.1 (23) Consent of Grant Thornton LLP Amendment No. 5
23.2 (23) Consent of Kost, Forer & Gabbay, a member of Amendment No. 5
Ernst & Young International
23.3 (23) Consent of Keith L. Pope, LLC Amendment No. 5
Item 27 Financial Data Schedule
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27.1 (27) Financial Data Schedule Exhibit to report on
Form 10-K for the
year ended
December 31, 1999*
Item 99 Additional Exhibits
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99.1 (99) Consent of Nechemia Davidson This Filing
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99.2 (99) Consent of David Rubner This Filing
99.3 (99) Consent of Joav Avtalion This Filing
99.4 (99) Consent of Ben-Zion Weiner This Filing
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*Incorporated by reference
(b) All financial statement schedules are omitted because they are not
applicable or because the required information is contained in the Consolidated
Financial Statements or the Notes thereto.
II-5
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ITEM 22. UNDERTAKINGS
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Post-Effective Amendments. [Regulation S-K, Item 512(a)]
The undersigned Registrant will:
(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to:
(a) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(b) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
Registration Statement; and
(c) Include any additional or changed material information on the plan
of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new Registration Statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
Filings Incorporating Subsequent Exchange Act Documents by Reference.
[Regulation S-K, Item 512(b)]
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Incorporated Annual and Quarterly Reports. [Regulation S-K, Item 512(e)]
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
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Registration on Form S-4 or F-4 of Securities Offered for Resale. [Regulation
S-K, Item 512(g)]
(1) The undersigned registrant hereby undertakes as follows: That prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reoffering by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
(2) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (h)(1) immediately preceding, or (ii) that purports to
meet the requirements of section 10(a)(3) of the Act and is used in connection
with an offering of securities subject to Rule 415 (Section 230.415 of this
chapter), will be filed as a part of an amendment to the registration statement
and will not be used until such amendment is effective, and that, for purposes
of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Request for Acceleration of Effective Date or Filing of Registration Statement
on Form S-8. [Regulation S-K, Item 512(h)]
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Undertakings. [Form S-4, Item 22(b)]
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
Undertakings. [Form S-4, Item 22(c)]
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 6 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Salt Lake, state of Utah, on the 24th day of October, 2000.
SENSAR CORPORATION
(Registrant)
By /s/ Howard S. Landa
-----------------------------
Howard S. Landa,
CEO and Chairman of the Board
Pursuant to the requirements of the Securities Act, this Amendment No. 6 to
the Registration Statement has been signed below by the following persons in the
capacities indicated and on the 24th day of October, 2000.
/s/ Howard S. Landa
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Howard S. Landa, CEO and Chairman of the Board
(Principal Executive Officer and Principal Financial and
Accounting Officer)
/s/ Brian B. Lewis by Howard S. Landa, Attorney-in-Fact
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Brian B. Lewis, Director
/s/ Steve Strasser by Howard S. Landa, Attorney-in-Fact
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Steve Strasser, Director
/s/ Mickey Hale by Howard S. Landa, Attorney-in-Fact
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Mickey Hale, Director
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THIS AMENDMENT NO 6 AS BEEN FILED FOR THE SOLE PURPOSE OF MAKING CHANGES TO A
LIMITED NUMBER OF PAGES AND DOES NOT CONTAIN ALL OF THE PAGES AND INFORMATION
INCLUDED IN THE REGISTRATION STATEMENT OF SENSAR CORPORATION ON FORM S-4, SEC
FILE 333-34298.
