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 8, 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
Sensar Corporation issued the following press release on November 8,
2000.
November 8, 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
terminate the stock purchase agreement whereby Nextel Finance Company would have
made an investment in 1 million shares of Net2Wireless capital stock at a per
share price of $32. The common stock of Sensar Corporation closed at $15 3/16 on
November 8, 2000.
Under the agreement, Nextel Finance Company's investment into
Net2Wireless was subject to a number of matters, including the completion of due
diligence exercises by Nextel Finance Company and Nextel Finance Company's
satisfaction with the outcome of such exercises. Nextel Finance Company was
unable to complete the due diligence to its satisfaction prior to the closing
date of November 9, 2000. Therefore, Nextel Finance Company has indicated to
Net2Wireless that it will not make an investment into Net2Wireless at this time.
The parties confirm that they will continue to operate under the
Memorandum of Understanding, dated as of July 26, 2000, between the parties to
determine the prospects for the potential future purchase by Nextel Finance
Company of Net2Wireless' products for use in the United States.
Net2Wireless believes that its cash, cash equivalents, and short-term
deposits, combined with the cash and cash equivalents of Sensar, will be
sufficient to meet Net2Wireless' anticipated needs for working capital and
capital expenditures for at least the next twelve months.
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, supporting scalable communications from 9600 bps and higher, using
ultra-low bandwidth. 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 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 for December 31,
2000, and its current filing on Form S-4. Sensar and Net2Wireless have mailed a
Proxy Statement/Prospectus to stockholders of Sensar and Net2Wireless containing
information about the merger. Investors are urged to read the registration
statement on Form S-4 and all subsequent amendments or other filings by Sensar
Corporation and the Proxy Statement/Prospectus because they contain important
information about Sensar, Net2Wireless and the merger. These documents can be
obtained for free at the Commissions website at http://www.sec.gov or by
requesting a copy from Sensar Corporation, 50 West Broadway, Suite 501, Salt
Lake City, Utah 84101.
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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 8, 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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