SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
Date of report (Date of earliest event reported): September 20, 2000
SAFLINK CORPORATION
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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.)
18650 N.E. 67th Court, Suite 210, Redmond, Washington 98052
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (425) 881-6766
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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
SAFLINK Corporation (the "Company") has agreed to acquire Jotter
Technologies Inc., a Delaware corporation ("Jotter"), in exchange for the
issuance of 10,600,000 shares of SAFLINK Common Stock to the shareholders of
Jotter. Pursuant to an Agreement and Plan of Reorganization and Merger, dated as
of September 20, 2000, by and among the Company, Jotter, and certain
shareholders of Jotter ("Merger Agreement"), at the effective time of the
transaction ("Effective Time"), a subsidiary of SAFLINK ("Acquisition Corp.")
will merge with and into Jotter and Jotter will become a wholly-owned subsidiary
of the Company ("Merger"). In the Merger, holders of each outstanding share of
Jotter Common Stock will receive a fraction of a share of Common Stock of the
Company equal to the Exchange Ratio. The Exchange Ratio equals a number, the
numerator of which shall be Ten Million, Six Hundred Thousand (10,600,000), and
the denominator of which shall be equal to the aggregate number of shares of
Jotter Common Stock issued and outstanding as of the Closing Date. As of
September 20, 2000, Jotter had outstanding 10,227,996 shares of Common Stock.
The Merger is expected to be accounted for as a tax-free acquisition
and is subject to various closing conditions, including but not limited to the
completion of business, financial, legal, and technical due diligence of Jotter
by SAFLINK and its representatives, the approval of the Merger by the
shareholders of the Company and Jotter, and the execution by the Jotter
shareholders of an escrow agreement or lock up agreement, pursuant to which the
Jotter shareholder will agree to certain restrictions with respect to the
disposition after the Merger of the SAFLINK Common Stock they will receive in
the Merger. Specifically, under these arrangements, the SAFLINK Common Stock
held in escrow on behalf of certain majority shareholders of Jotter will not be
released from escrow until the day after the first anniversary of the Effective
Time, at which time 25% of such holder's shares shall be released and an
additional 25% of such holder's shares shall be released following each
subsequent 91 day period until all of the holder's shares have been released
from escrow. The shares held in escrow will be available to satisfy claims for
indemnification under the Merger Agreement. The Jotter shareholders who are also
employees will be subject to a lock-up arrangement for one year after the
Effective Time, after which period 25% of such holder's shares may be
transferred and an additional 25% of such holder's shares may be transferred
during each subsequent 91 day period. The remaining Jotter
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shareholders will be subject to a lock-up arrangement for six months after the
Effective Time, after which 25% of such holder's shares may be transferred and
an additional 25% of such holder's shares may be transferred during each
subsequent 91 day period.
The acquisition has been approved by the board of directors of both the
Company and Jotter. The Company has received the agreement of and has been
granted an irrevocable proxy by certain Jotter shareholders holding a majority
of Jotter's Common Stock to vote in favor of the transaction. Home Shopping
Network Inc. and RMS Limited Partnership have exercised their respective rights
to convert their shares of SAFLINK Series A Preferred Stock and SAFLINK Series D
Preferred Stock, respectively, to SAFLINK Common Stock. These SAFLINK
shareholders, who hold approximately 56% of SAFLINK's Common Stock following
such conversion, have also agreed to vote in favor of the transaction.
A copy of the Merger Agreement is attached as an exhibit hereto and
incorporated by reference herein and further details regarding this announcement
are contained in the Company's press release dated September 21, 2000, attached
as an exhibit hereto and incorporated by reference herein.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
The exhibits listed on the Exhibit Index on page 5 are 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.
SAFLINK Corporation
Date: September 26, 2000
By: /s/ JEFFREY P. ANTHONY
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Jeffrey P. Anthony
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
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99.1 Agreement and Plan of Reorganization and Merger, dated as of September
20, 2000, by and among SAFLINK Corporation, Jotter Technologies Inc.,
and certain shareholders of Jotter
99.2 Press Release dated September 21, 2000
