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): March 24, 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 March 24, 2000.
Salt Lake City, UT, March 24, 2000 - Sensar Corporation (Nasdaq symbol
"SCII") confirmed today that Net2Wireless has completed a $29 million private
placement which will convert into an aggregate of 1,041,140 shares of Sensar
at the time of the merger. Among American and international firms who
participated in this round of financing were SAC Capital, AENENEAS Portfolio,
Kairos Fund Ltd. from Italy, Banque Multi Commerciale of Switzerland,
Janon Holdings, B.V. of Holland, and Elkanit Development Ltd. in Israel.
Mr. Landa, CEO of Sensar, also announced that because of the additional
funding Sensar had elected to exercise its option to proceed with the
acquisition of 100% of Net2Wireless. In connection therewith, Sensar has
agreed to increase the number of shares to be issued to Net2Wireless and options
to be assumed by a factor of 7.4% to 17,185,183 shares, plus the new private
placement shares, and 14,835,390 options (including the option held by Partner
Communications Company, Ltd. for 3,020,576 shares).
Nechemia Davidson, CEO of Net2Wireless said, "We view the completion of the
private placement as a sign of confidence in the Company's vision and
technology. We believe that the funding will accelerate our efforts to become a
leader in the field of Value Added Services for the wireless carriers.
Net2Wireless will use the funds to increase research and development, marketing,
and new business development worldwide."
Net2Wireless has developed a technology designed to enable digital cellular
operators to provide applications that would typically be provided through a 3G
network, using 2G 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, supporting scalable communications from 9600 bps and higher, using
ultra-low bandwidth.
This technology is designed to allow the cellular operator to provide
content transmission and wireless multimedia, without bandwidth and
infrastructure limitations, to its existing customers.
Additional information concerning Net2Wireless can be found at its website
at www.net2w.com.
This press release contains certain forward-looking statements concerning
the potential merger between Sensar and Net2Wireless, which is subject to a
number of conditions, including obtaining shareholder approval and the
satisfaction of other contractual conditions, that may or may not be met. In
addition, it contains forward looking statements about the potential products
of Net2Wireless which are still in the development stage and have not yet been
tested in a commercial setting. These products are subject to all the risks
associated with a new market introduction including technical feasibility,
efficacy, market acceptance, acceptable pricing structures, and broad based
consumer demand. The above statements are not meant to be predictions of the
future and are subject all of the uncertainties set forth above and many others
that may develop in the future. For a discussion of the contingencies and
uncertainties to which the information concerning future events is subject,
please refer to Sensar's report on Form 10-K for December 31, 1998, and other
SEC reports.
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: March 24, 2000 SENSAR CORPORATION
By /s/ Howard S. Landa
Howard S. Landa, Chairman of the Board
(Chief Executive Officer and
Principal Financial and Accounting Officer)
