SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 17, 1998
THE NATIONAL REGISTRY INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 0-2027 95-4346070
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(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)
of Incorporation)
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2502 ROCKY POINT DRIVE, SUITE 100, TAMPA, FLORIDA 33607
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (813) 636-0099
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On December 17, 1998, RMS Limited Partnership, a
Nevada limited partnership ("RMS"), Francis R. Santangelo
("Santangelo") and Clearwater Fund III, L.P., a Delaware
limited partnership ("Clearwater"), entered into a Stock
Purchase Agreement (the "Agreement") pursuant to which RMS and
Santangelo agreed to purchase 195,500 and 34,500 shares,
respectively, of the Series C Convertible Preferred Stock,
$.01 par value per share (the "Preferred Stock"), of The
National Registry Inc. (the "Company") from Clearwater for,
what the Company has been informed includes, (a) a purchase
price of $850,000 and $150,000, respectively, and (b) the
delivery, after the immediate conversion of all of the shares
of Preferred Stock, of 850,000 and 150,000 shares,
respectively, of common stock, $.01 par value per share, of
the Company (the "Common Stock"). Upon consummation of the
purchase of the Preferred Stock, RMS and Santangelo converted
all of their respective shares of Preferred Stock into
8,264,138 shares and 1,458,377 shares, respectively, of Common
Stock (representing approximately 49.6% and 8.7% of the then
issued and outstanding shares of Common Stock). After the
issuance of such shares of Common Stock and the delivery of
the applicable shares of Common Stock to Clearwater, RMS and
Santangelo will be the beneficial owners of approximately
8,080,805 and 1,308,377 shares of Common Stock, respectively,
representing approximately 48.5% and 7.8%, respectively, of
the then issued and outstanding shares of Common Stock.
In addition, pursuant to that certain Stockholders=
Voting Agreement, dated as of March 14, 1995, by and between
J. Anthony Forstmann ("Forstmann"), RMS and Santangelo,
Forstmann and RMS agreed to vote for a director designee
nominated by the other. Further, each of Forstmann, RMS and
Santangelo agreed to not vote securities beneficially owned by
it for certain specified shareholders actions unless Forstmann
and RMS agree to approve such transactions. The Company has
been informed that as of December 17, 1998, Forstmann was the
beneficial owner of approximately 776,250 shares of Common
Stock.
In addition, the Company has been informed that RMS
and Santangelo have an oral agreement pursuant to which
Santangelo has agreed to vote his shares of Common Stock in
tandem with RMS.
As a result of the foregoing transactions, RMS and
Santangelo have effectively acquired control of the Company
through the ability to control the vote on most if not all
matters to be determined by the stockholders of the Company,
including, without limitation, the election of the directors
of the Company.
Also as a part of such transaction, RMS and
Santangelo agreed to contribute, on or prior to January 1,
1999, an aggregate of $2,000,000 to
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the Company's working capital without the issuance of any
additional securities. The Company received these funds on
December 30, 1998.
The Company has been informed that the funds used by
RMS and Santangelo to purchase the Preferred Stock were from
available working capital of RMS and Santangelo, as
applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
The attached exhibit is incorporated by reference
herein, and the description set forth below is qualified in
its entirety by reference to such exhibit.
On December 18, 1998, the Company announced that RMS
and Santangelo acquired from Clearwater 230,000 shares of
Preferred Stock on December 17, 1998. The shares of Preferred
Stock together with accrued and unpaid dividends thereon,
representing all of the issued and outstanding shares of
Preferred Stock, were immediately converted into 9,722,515
shares of Common Stock, representing approximately 58.3% of
the then issued and outstanding shares of Common Stock. As
part of such transaction, Clearwater will receive from RMS and
Santangelo an aggregate of 1,000,000 shares of Common Stock
after the completion of such conversion. After the issuance of
the shares of Common Stock upon such conversion, RMS and
Santangelo will be the beneficial owners of approximately
8,080,805 and 1,308,377 shares of Common Stock, respectively,
representing approximately 48.5% and 7.8%, respectively, of
the then issued and outstanding shares of Common Stock. Also
as a part of such transaction, RMS and Santangelo agreed to
contribute, on or prior to January 1, 1999, an aggregate of
$2,000,000 to the Company's working capital without the
issuance of any additional securities.
In addition, the Company agreed to issue to
Clearwater warrants to purchase up to 100,000 shares of Common
Stock at an exercise price of $0.625 per share upon the
cancellation of the outstanding warrants to purchase up to
47,619 shares of Common Stock at an exercise price of $15.675
previously issued to Clearwater Fund IV, LLC.
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ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
The exhibit listed on the Exhibit Index on page 5 is filed as
part of this Report.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
THE NATIONAL REGISTRY INC.
Date: December 30, 1998
By: /s/ JEFFREY P. ANTHONY
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Jeffrey P. Anthony
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT PAGE NO.
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99.1 Press Release dated December 18, 1998
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EXHIBIT 99.1
[LOGO]
The National Registry Inc
2502 Rocky Point Drive
Suite 100
Tampa, FL 33607
813.636.0099
FOR IMMEDIATE RELEASE
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CONTACT: Jeffrey P. Anthony
President and Chief Executive Officer
The National Registry Inc.
(813) 636-0099
THE NATIONAL REGISTRY INC. ANNOUNCES THE SALE AND CONVERSION OF ITS SERIES C
PREFERRED STOCK AND COMMITMENT FOR $2 MILLION CAPITAL CONTRIBUTION
TAMPA, FL (DECEMBER 18, 1998) - The National Registry Inc. (NRI)(NASDAQ-NRID)
announced that RMS Limited Partnership ("RMS") and Francis R. Santangelo
yesterday acquired from Clearwater Fund III, LP ("Clearwater") 230,000 shares of
NRI's Series C Convertible Preferred Stock (the "Series C Stock"). The shares of
Series C Stock together with accrued and unpaid dividends thereon, representing
all of the issued and outstanding shares of Series C Stock, were immediately
converted into 9,722,515 shares of NRI common stock (the "Common Stock"),
representing approximately 58.3% of the then issued and outstanding shares of
Common Stock. As part of such transaction, Clearwater will receive from RMS
and Mr. Santangelo an aggregate of 1,000,000 shares of Common Stock after the
completion of such conversion. After the issuance of the shares of Common Stock
upon such conversion, RMS and Mr. Santangelo will be the beneficial owners of
approximately 8,080,805 and 1,308,377 shares of Common Stock, respectively,
representing approximately 48.5% and 7.8% respectively, of the then issued and
outstanding shares of Common Stock. As a result of the foregoing transaction,
RMS and Mr. Santangelo have effectively acquired control of NRI.
As part of such transaction, RMS and Mr. Santangelo agreed to contribute an
aggregate of $2 million to NRI's working capital without the issuance of any
additional securities. RMS and Mr. Santangelo agreed to contribute such funds
on or prior to January 1, 1999.
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In addition, NRI agreed to issue to Clearwater warrants (the "Warrants") to
purchase up to 100,000 shares of Common Stock at an exercise price of $0.625
per share upon the cancellation of the outstanding warrants to purchase up to
47,619 shares of Common Stock at an exercise price of $15.675 previously issued
to Clearwater Fund IV.
The Series C Stock, the Common Stock issued upon the conversion of the Series C
Stock and the Warrants have not been, and the Common Stock issuable upon
exercise of the Warrants will not be, registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from such registration requirements.
The National Registry Inc. and its wholly owned subsidiary SAFLINK Corporation,
based in Tampa, Florida, bring the Power of Biometric Identification/trademark/
to the desktop, enterprise networks, and the Internet. The Company provides
cost-effective multi-biometric software solutions to verify individual identity,
to protect business and personal information, and to replace passwords and PINs
in order to safeguard and simplify access to electronic systems and enable new
online services for customers. The Company's Secure Authentication Facility
(SAF/trademark/) suite of multi-biometric network security products delivers
enterprise-level secure access control to a range of software platforms and
network applications, including Microsoft/registered trademark/ Windows
NT/registered trademark/ and Internet Information Server/registered trademark/,
Novell NetWare/registered trademark/, as well as Computer Associates'
Unicenter/registered trademark/ TNG/trademark/ and its Single Sign-On/trademark/
option. Further information is available through the Company's World Wide Web
Site (http://www.saflink.com).
SAF and SAFLINK are trademarks of The National Registry Inc. All other brands
and products referenced herein are acknowledged to be trademarks or registered
trademarks of their respective holders.
