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): November 22, 2000
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 Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
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(801) 350-0587
N/A
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(Former name, former address, and formal fiscal year,
if changed since last report)
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ITEM 5. OTHER EVENTS
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Sensar Corporation issued the following press release on November 22,
2000.
November 22, 2000 - Sensar Corporation (Nasdaq: SCII) announced it has
been informally advised by the staff of The Nasdaq Stock Market that Nasdaq has
certain concerns regarding the listing of the stock of the combined company in
the event of a merger between Sensar and Net2Wireless Corporation. Nasdaq has
indicated that its concerns relate to individuals associated with certain
shareholders who had been subject to previous securities related proceedings.
Nasdaq indicated that it might not approve the continued listing unless certain
corrective actions are taken. The companies are in the process of addressing
Nasdaq's concerns.
Sensar and Net2Wireless continue to work together towards completion of
the merger. Sensar and Net2Wireless have mailed a Proxy Statement/Prospectus to
shareholders of Sensar and Net2Wireless containing information about the merger.
If you are a shareholder and have not received your proxy information or need
assistance in making sure your shares are voted, please contact John Lopinto of
Morrow & Co. at (212) 754-8000 or Sensar at (801) 350-0587. It is important that
all shareholders vote. Shareholders are urged to read the Proxy
Statement/Prospectus and other filings by Sensar Corporation because they
contain important information about Sensar, Net2Wireless and the merger. 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.
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. Net2Wireless
technology utilizes state-of-the-art digital content compression, advanced
pattern recognition technology and innovative streaming communication
technology. 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 risks
associated with new market structures and broad based consumer demand. The
approval of the listing of the post-merger shares is at the discretion of
Nasdaq, which has broad authority in approving or not approving the listing;
Sensar and Net2Wireless may or may not be able to obtain such approval. 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 and obtained the effectiveness of a
registration statement on Form S-4 with respect to a 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/A for December
31, 1999, as amended, and its current filing on Form S-4.
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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: November 22, 2000 SENSAR CORPORATION
By /s/ Howard S. Landa
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Howard S. Landa, Chairman of the Board
(Chief Executive Officer and
Principal Financial and Accounting Officer)
