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): JULY 19, 1999
THE NATIONAL REGISTRY INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-2027 95-4346070
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2502 ROCKY POINT DRIVE, SUITE 100, TAMPA, FLORIDA 33607
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(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
Not 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 July 19, 1999 the Company announced the issuance of 1,681,670
shares of common stock, accompanied by warrants to purchase 840,835
shares of common stock, for $2,102,087. The warrant shares may be
purchased from the Company at any time during the next two years for
$1.00 per share. Officers and directors of the Company purchased
approximately 13% of the offering. As part of the placement, the Company
agreed to file a registration statement with the Securities and Exchange
Commission to register the shares issued in the placement and the common
stock issuable upon exercise of the warrants.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not applicable.
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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: July 23, 1999
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.
99.1 Press Release dated July 19, 1999 6
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: James W. Shepperd
Chief Financial Officer
The National Registry Inc.
(813) 636-0099
THE NATIONAL REGISTRY INC. ANNOUNCES $2.1 MILLION EQUITY INVESTMENT
TAMPA, FL (JULY 19, 1999) - The National Registry Inc. (NRI) (NASDAQ: NRID)
today announced that it had received subscriptions from 26 investors to purchase
1.7 million shares of the Company's common stock and warrants in a $2.1 million
private placement. Officers and directors of the Company purchased approximately
13% of the offering. $1.8 million has been received and deposited by the Company
with the balance of the committed funds expected by July 23, 1999.
As part of the placement, investors received warrants to purchase an additional
share of common stock for every two shares purchased in the private placement.
The warrant shares may be purchased from the Company at any time during the next
two years for $1.00 per share. The Company has also agreed to file a
registration statement with the Securities and Exchange Commission to register
the common stock that will be issued to the investors.
"This financing allows us to continue to move forward in establishing our OEM
and distribution channel relationships," said Jeffrey P. Anthony, Chairman and
Chief Executive Officer. "As technology managers redirect their attention from
Year 2000 problems to enhanced network and internet security issues, we expect
to see increased interest in biometric security solutions. With the proceeds
from this offering we will be able to continue to enhance our Secure
Authentication Facility (SAF(TM)) product line, support infrastructure, and
implement brand development strategies to position SAFLINK as the trusted source
of solutions in this emerging new market."
The National Registry Inc. and its wholly-owned subsidiary, SAFLINK Corporation,
based in Tampa, Florida, bring the Power of Biometric Identification(TM) to
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(TM))
suite of multi-biometric network security products delivers enterprise-level
secure access control to a range of software platforms and network applications,
including Microsoft(R) Windows NT(R) and Internet Information Server(R), Novell
Netware(TM), and Computer Associates' Unicenter(R) TNG(TM) and its Single
Sign-On(TM) option. Further information is available through the Company's world
wide web site (http://www.saflink.com).
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SAF, SAFtyLatch, 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.
THE AFOREMENTIONED REMARKS CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES INCLUDING WITHOUT LIMITATION THOSE RELATED TO THE TIMING,
COSTS AND REVENUE OF MARKETING THE COMPANY'S PRODUCTS THROUGH OEM AND CHANNEL
DISTRIBUTION PARTNERS AND THROUGH OTHER RESELLERS, THOSE RELATING TO INDUSTRY
TRENDS, THOSE RELATING TO COMPETITION AND THOSE RELATING TO FINANCING PLANS. THE
COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED ABOVE.
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