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): December 5, 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 December 5,
2000.
December 5, 2000 - Sensar Corporation (Nasdaq: SCII) announced today
that Sensar and Net2Wireless entered into an agreement as an alternative to the
proposed merger between the two corporations. Under the terms of the alternative
arrangement, Sensar Corporation will receive 3,000,000 shares of common stock of
Net2Wireless and a warrant to acquire an additional 1,000,000 shares at an
exercise price of $10.00 per share in exchange for the release of both parties
from any and all obligations under the merger agreement, Net2Wireless will not
be required to repay the loan of $500,000 advanced by Sensar in February 2000.
In addition, Sensar Corporation will pay $1,500,000 to Net2Wireless in
consideration for a portion of the shares to be acquired by it. The release
agreement replaces the merger agreement, dated as of December 8, 1999, as
amended.
The agreement was negotiated by the parties primarily due to
significant uncertainties regarding Sensar obtaining the required vote to
approve the merger, as well as several significant developments involving
Nasdaq.
Net2Wireless will continue to pursue the development of its potential
products as a private company. Sensar Corporation will continue to seek other
investment opportunities while retaining an interest in the future of
Net2Wireless.
Mr. Landa, Chairman and CEO of Sensar, stated, "I would have preferred
to complete the merger as originally planned. Nonetheless, we have been able to
acquire a substantial stake in the future of Net2Wireless. Furthermore, we now
have the flexibility to add another business opportunity by which Sensar may
return value to its shareholders." Mr. Landa concluded by wishing David Rubner,
Hemi Davidson and their team the utmost success.
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 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. 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 further information, 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: December 5, 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)
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