Filed by SAFLINK Corporation
Pursuant to Rule 425 under the Securities Act of 1933, as amended and
Deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934
Subject Company: Saflink Corporation
Commission File No.: 0-20270
THE FOLLOWING PRESS RELEASE WAS PUBLISHED ON SEPTEMBER 21, 2000:
FOR IMMEDIATE RELEASE
PRESS CONTACTS: James W. Shepperd Glenn Argenbright
Chief Financial Officer Chief Executive Officer
SAFLINK Corporation Jotter Technologies Inc.
(425) 881-6766 (415) 616-5875
SAFLINK CORPORATION AGREES TO ACQUIRE JOTTER.COM
REDMOND, WA AND SAN FRANCISCO, CA (SEPTEMBER 21, 2000) - SAFLINK Corporation
(NASDAQ: ESAF), a leading global biometric software provider, and Jotter
Technologies Inc., a pioneer in Internet toolbars and agent technology, today
announced the signing of a definitive agreement pursuant to which SAFLINK will
acquire the Internet utility company. The transaction, which will require a
specially scheduled stockholder's meeting, will unite two award-winning software
development teams and product lines. It is also expected to significantly
enhance the upcoming launch of SAFLINK's Forget Your Password(TM) Internet
strategy and product offerings, a new initiative that will make SAFLINK the
first company to employ biometric identification to simplify and secure Internet
transactions.
Under the terms of the acquisition agreement, Jotter stockholders will receive
10.6 million shares of SAFLINK common stock, $.01 par value, in exchange for all
of Jotter's equity securities outstanding on a fully diluted basis. Home
Shopping Network, Inc. and RMS Limited Partnership have agreed to convert their
SAFLINK Series A and Series D preferred shares into common and will vote in
favor of the acquisition. Following conversion of the outstanding preferred
stock and prior to completion of the transaction, HSN and RMS will own
approximately 56% of SAFLINK's issued and outstanding common stock. Holders of a
majority of the outstanding stock of Jotter have also agreed to vote in favor of
the transaction. The completion of the transaction is subject to customary
conditions and approval by the shareholders of both companies.
"The combination of the two companies and their innovative technologies creates
an entirely new category of Internet utility that will make accessing and
sharing information with protected web destinations more convenient and secure,"
said Jeffrey P. Anthony, Chairman and CEO of SAFLINK Corporation. "The
integration effort has already begun and we believe that our new `convenience,
security and privacy' tools will be favorably received when they hit the
Internet mainstream later this year."
Glenn Argenbright, CEO of Jotter.com, stated "The areas of expertise of these
two companies create an extraordinary synergy. The Web convenience and wallet
functions offered by Jotter, combined with the biometric security and privacy
offered by SAFLINK, made for a perfect match. We are very excited to share and
enhance SAFLINK's leading edge mission to bring biometrics to the Internet. Both
businesses and consumers will benefit from this combination in a way that no
other company to date has been able to provide."
Jotter Technologies Inc. was founded in 1998 and has 25 employees in the United
States and Canada. The company's flagship product is a client-side Personal
Internet Assistant that provides fast, user-friendly, value-added functionality
that gives consumers greater control of the information that they send and
receive on their PC. Called the "Swiss Army Knife of the Internet" by Yahoo, the
freely downloadable Jotter software contains a full suite of convenient and
easy-to-use tools, including an e-wallet, form-filler, and customizable news
ticker tape that significantly enhances and personalizes each user's online
experience. More than 200,000 copies have been downloaded since Jotter's April
1999
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launch and the product has won numerous awards, including a distinguished 5-star
rating from ZD Net and the "best digital wallet on the Internet" by PC World.
Jotter can be downloaded for free at (WWW.JOTTER.COM).
SAFLINK Corporation, based in Redmond, Washington, brings "Forget your Password"
solutions to the Internet Economy and enterprise networks through biometrics.
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. Further
information is available through the company's web site (WWW.SAFLINK.COM).
All brands and products referenced herein are acknowledged to be trademarks,
registered trademarks or service marks of their respective holders.
The aforementioned remarks contain forward-looking statements that involve risks
and uncertainties including without limitation those related to completion of
the merger of SAFLINK and Jotter Technologies, and the ability of SAFLINK and
Jotter to complete and market new products. The Companies' actual results could
differ materially from those discussed above.
PR 00-016
