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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
SAFLINK CORPORATION
(FORMERLY THE NATIONAL REGISTRY INC.)
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
63735L 10 3
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(CUSIP Number)
Thomas J. Egan, Jr., Esq.
Baker & McKenzie
815 Connecticut Avenue, N.W.
Washington, D.C. 20006-4078
(202) 452-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 9, 1999
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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CUSIP No. 63735L 10 3
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(1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
RMS Limited
Partnership Crystal Diamond, Inc. Roy M. Speer
88-0224372 88-0223159 ###-##-####
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(2) Check the Appropriate Box if a Member (a) [X]
of a Group (See Instructions) (b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
WC
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(5) Check Box if Disclosure of Legal Proceedings [ ]
is Required Pursuant to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
RMS Limited Partnership -- Nevada limited partnership
Crystal Diamond, Inc. -- Nevada corporation
Roy M. Speer -- individual citizen of the United States
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Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting ------------------------------------------
Person With (8) Shared Voting Power
14,015,431 by each person
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(9) Sole Dispositive Power
0
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(10) Shared Dispositive Power
11,680,805 by each person
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
14,015,431 shares by each reporting person
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(12) Check Box if the Aggregate Amount in Row (11) [X]
Excludes Certain Shares
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(13) Percent of Class Represented by Amount in Row (11)
63.3%
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(14) Type of Reporting Person
RMS Limited Partnership -- PN
Crystal Diamond, Inc. -- CO
Roy M. Speer -- IN
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RMS Limited Partnership, a Nevada limited partnership ("RMS"), Crystal
Diamond, Inc., a Nevada corporation, and Roy M. Speer hereby amend their
Schedule 13D as filed on March 20, 1995, and as amended by amendment no. 1 filed
on April 20, 1995, amendment no. 2 filed on December 23, 1998 and amendment no.3
filed on June 30, 1999 (as amended the "Schedule 13D") with respect to the
Common Stock, par value $.01 per share, of SAFLINK CORPORATION, formerly The
National Registry Inc., a Delaware corporation ("SAFLINK" or "NRI").
ITEM 4. PURPOSE OF TRANSACTION.
The Schedule 13D is amended by adding the following to the end of Item 4:
On November 9, 1999, RMS acquired One Hundred Thousand (100,000) shares of
Series D Preferred Stock ("Series D Stock"), par value $.01 per share, from
SAFLINK pursuant to a Subscription Agreement dated as of the same date. In
consideration for the shares of Series D Stock, RMS paid SAFLINK Five Million
Dollars ($5,000,000). RMS may, upon its election, at any time after the date of
issue ("Original Issue Date") of the Series D Stock, convert such shares of
Series D Stock into shares of Common Stock of SAFLINK. Each share of Series D
Stock will be converted into Common Stock automatically on the fifth
anniversary of the Original Issue Date to the extent it is not converted or
redeemed prior to that date. Each share of Series D Stock will be converted
into a whole number of shares of Common Stock determined by dividing the
initial liquidation preference plus any accumulated and unpaid dividends,
divided by the conversion price. The conversion price is $1.39 per share and is
subject to adjustment based on customary anti-dilution provisions. The 100,000
shares of Series D Stock is currently convertible into 3.6 million shares of
Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Schedule 13D is amended by replacing Item 5 with the following:
(a) RMS owns of record 11,680,805 shares of Common Stock. Also, as a
result of the First Amended and Restated Voting Agreement, RMS may be deemed the
beneficial owner of the 583,333 shares of SAFLINK Common Stock and options to
acquire 92,917 additional shares of Common Stock which are beneficially owned by
Mr. Forstmann and the 100,000 shares of Common Stock which are beneficially
owned by Mrs. Forstmann and the 1,308,377 shares of Common Stock and options to
acquire 249,999 additional shares of Common Stock which are beneficially owned
by Mr. Santangelo. As a result of the relationships described in Item 2 of the
Schedule 13D, Crystal Diamond and Mr. Speer may also be deemed for securities
law purposes to beneficially own 14,015,431 shares of Common Stock each.
As of November 8, 1999, SAFLINK would have 22,111,155 shares of
common stock outstanding assuming the issuance of the Common stock upon
conversion of the shares of Series D Stock. RMS, therefore, is the beneficial
owner of 63.3% of the outstanding Common Stock of SAFLINK. In addition, SAFLINK
has 100,000 shares of Series A Preferred Stock outstanding, all of which stock
is held by Home Shopping Network, Inc. If all of the Series A Preferred Stock
were converted into Common Stock, RMS would be deemed to own beneficially 63.1%
of SAFLINK's outstanding Common Stock. None of RMS, Crystal Diamond, or Speer
has the power either directly or indirectly to cause the conversion of the
Series A Preferred Stock into Common Stock. RMS, Speer and Crystal Diamond
disclaim any beneficial interest in the HSN Securities.
(b) RMS will share with Crystal Diamond and Mr. Speer the power to
vote or direct the vote and the power to dispose or direct the disposition of
the shares of Common Stock beneficially owned by RMS. RMS will also share with
Mr. and Mrs. Forstmann the power to vote or direct the vote of the Common Stock
owned by each of them. Mr. Santangelo has orally agreed to permit RMS to direct
the voting of the shares of Common Stock beneficially owned by him.
(c) Except as set forth herein, neither RMS, Crystal Diamond, Mr.
Speer, nor, to the best of Crystal Diamond's knowledge, any executive officer,
director or controlling person of Crystal Diamond has effected any transaction
in shares of the Common Stock during the past 60 days.
(d) No person other than RMS, Crystal Diamond and Mr. Speer is known
to have the right to receive or the power to direct the receipt of dividends
from or the proceeds from the sale of the shares of Common Stock owned of record
by RMS. RMS, Crystal Diamond and Mr. Speer have no right to receive or to direct
the receipt of dividends from or the proceeds from the sale of any securities of
the Company beneficially owned by either Mr. Forstmann or Mr. Santangelo
including any shares of Common Stock with respect to which RMS, Crystal Diamond
and Speer may be deemed to be a beneficial owner by virtue of the Voting
Agreement.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 15, 1999 RMS LIMITED PARTNERSHIP,
a Nevada limited partnership
/s/ C. Thomas Burton, Jr.
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C. Thomas Burton, Jr., President of
Crystal Diamond, Inc., the Managing
General Partner of RMS Limited
Partnership
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 15, 1999 CRYSTAL DIAMOND, INC.
a Nevada corporation
/s/ C. Thomas Burton, Jr.
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C. Thomas Burton, Jr.
President
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 15, 1999 /s/ Roy M. Speer
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Roy M. Speer
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