<PAGE>
As filed with the Securities and Exchange Commission on January 19, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
Registration Statement Under the Securities Act of 1933
SAFLINK Corporation
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 95-4346070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
18650 N.E. 67th Court, Suite 210
Redmond, WA 98052
(425) 881-6766
(Address, including zip code and telephone number,
including area code of Registrant's principal executive offices)
Jeffrey P. Anthony
SAFLINK Corporation
18650 N.E. 67th Court, Suite 210
Redmond, WA 98052
(425) 881-6766
(Name, address, including zip code and telephone number,
including area code, of agent for service)
----------------
Copies to:
Thomas J. Egan, Jr.
Baker & McKenzie
815 Connecticut Avenue, N.W.
Washington, DC 20006
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Title of each Class of Amount Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common stock, par value
$0.01 per share....... 13,010,706(1) $0.56(2) $7,285,995.30 $90.84(3)
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(1) In accordance with Rule 416 under the Securities Act of 1933, there are
also being registered hereby such indeterminate number of additional
shares of common stock and other securities as may become issuable
pursuant to the adjustment provisions of the warrants and common stock.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c), promulgated under the Securities Act of 1933,
based on the average of the high and low prices reported on the Nasdaq
SmallCap Market for January 12, 2001.
(3) A fee of $1,730.66 was previously paid on November 10, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SEC, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to completion, preliminary prospectus dated January 19, 2001
Prospectus
13,010,706 shares
SAFLINK CORPORATION
Common Stock
The stockholders of SAFLINK Corporation listed on page 6 may offer and sell
an aggregate of 13,010,706 shares of our common stock under this prospectus. Of
these shares, 737,500 shares of common stock are issuable upon the exercise of
warrants to purchase common stock. The selling stockholders may offer and sell
the common stock in the over-the-counter market, in block trades or other types
of transactions, at prevailing market prices, or at privately negotiated
prices.
We will not receive any proceeds from the sale of the common stock. We will
receive $1,366,250 if the warrants are fully exercised.
Our common stock is quoted on the NASDAQ SmallCap Market under the symbol
ESAF.
The shares of common stock being offered by this prospectus are highly
speculative and involve a high degree of risk. We urge you to read the "Risk
Factors" section of this prospectus beginning on page 2 which describes the
specific risks associated with an investment in our company as well as with
these particular securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The date of this prospectus is January , 2001.
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TABLE OF CONTENTS
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Page
----
<S> <C>
Prospectus Summary......................................................... 1
Risk Factors............................................................... 2
Special Note regarding Forward Looking Statements.......................... 5
Use of Proceeds............................................................ 5
Selling Stockholders....................................................... 6
Description of Capital Stock............................................... 7
Shares Eligible for Future Sale............................................ 10
Plan of Distribution....................................................... 11
Where You Can Find More Information........................................ 12
Documents Incorporated By Reference........................................ 12
Legal Matters.............................................................. 13
Experts.................................................................... 13
</TABLE>
<PAGE>
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus or
incorporated in this prospectus by reference. You should read the entire
prospectus carefully, including the "Risk Factors" section beginning on page 2.
We design, develop and market a variety of data and network security software
products. These products use biometric technologies to more securely and
conveniently identify and authenticate users on personal computers,
workstations, the Internet and servers in networked computer systems. Biometric
technologies identify computer users by electronically capturing a specific
biological characteristic of an individual, such as a fingerprint, voice or
facial shape, and creating a unique digital identifier from that
characteristic. That identifier is then matched against users seeking access to
information and transactions. Our products also include software developer kits
that allow users to build applications that use biometric technologies.
We were organized on October 23, 1991 and were the surviving corporation
following the completion of a merger on February 20, 1992 with Topsearch, Inc.,
a publicly traded company. Our principal executive office is located at 18650
N.E. 67th Court, Suite 210, Redmond, Washington 98052 and our telephone number
is (425) 881-6766.
<PAGE>
RISK FACTORS
The shares of common stock being offered by this prospectus are highly
speculative and involve a high degree of risk. You should carefully consider
the risks described below and the other information in this prospectus before
deciding to invest in these securities.
We have accumulated significant losses since we started doing business and
may not be able to generate significant revenues or any net income in the
future.
We may continue to accumulate losses. We have accumulated net losses of
approximately $55.6 million on revenue of $11.7 million from our inception
through September 30, 2000. We have funded our operations through issuances of
debt and equity securities to investors and may not be able to generate a
positive cash flow.
Our failure to obtain the substantial equity financing we need for our
operations on acceptable terms, or at all, would severely impact our ability
to run our business.
If we cannot raise the financing we need for our operations on acceptable
terms, or at all, we would experience severe financial and operating
difficulties. We are presently considering a financing involving the issuance
of equity securities representing 64% of the voting power of our company
(after giving effect to the asset purchase transaction with Jotter
Technologies Inc.) at a discount to market and warrants to purchase additional
shares at a premium to such price. The completion of this proposed financing
may result in substantial dilution of the equity ownership of our existing
stockholders.
Our success depends on significant growth in the biometrics market and on
broad acceptance of products in this market.
Because almost all of our revenues will come from the sale of products that
use biometric technologies, our success will depend largely on the expansion
of markets for biometric products domestically and internationally. Even if
use of biometric technology gains market acceptance, our products may not
achieve sufficient market acceptance to ensure our viability. We cannot
accurately predict the future growth rate of this industry or the ultimate
size of the biometric technology market.
Because they will own approximately 66% of SAFLINK, a few stockholders will
be able to significantly influence our affairs.
Given that RMS Limited Partnership, Home Shopping Network, Inc., Jotter
Technologies Inc., and Francis M. Santangelo will own 65.8% of our common
stock after the issuance of 5,100,000 shares of our common stock pursuant to
the terms of the asset purchase transaction with Jotter Technologies, Inc.,
they will be able to significantly influence the vote on those corporate
matters to be decided by our stockholders. Two of these stockholders, RMS and
Mr. Santangelo, are parties to a voting agreement which governs the parties'
voting arrangements and further affects their influence over our corporate
matters.
Nasdaq could terminate the listing of our common stock on the Nasdaq
SmallCap Market if we fail to comply with Nasdaq's eligibility and maintenance
requirements. This delisting could affect the price of our common stock, the
ability of holders to sell their stock, and our ability to raise funds in the
future.
We are currently not in compliance with the Nasdaq SmallCap Market's
eligibility and maintenance requirements relating to minimum bid price and,
absent completion of a financing, expect not to be in compliance with the
Nasdaq Small Cap Market's eligibility and maintenance requirements relating to
tangible net worth in the near future. Given this status, if we are unable to
raise additional equity financing, and increase the trading price of our
stock, our common stock may be delisted from the Nasdaq SmallCap Market. If
this were to happen, it would adversely affect:
. the share price of our common stock;
. the ability of the holders of our common stock to sell their securities;
and
. our ability to raise additional funds, especially by means of a stock
sale.
2
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We may not be able to compete with our competitors with greater financial
and technical resources and greater ability to respond to market changes.
We may not be able to compete successfully in our markets against our
competitors. We will face intense competition in both the biometric software
and Internet toolbar markets. Many of our competitors, such as BioNetrix,
Digital Persona, Inc., American Biometrics Company, Identix Inc., Keyware,
Inc., I/O Software, Inc. and Gator.com have greater resources than we do. In
addition, there are smaller competitors that may be able to respond more
rapidly to changes in the market. Our competitors may also be able to adapt
more quickly to new or emerging technologies and standards or changes in
customer requirements or devote greater resources to the promotion and sale of
their products.
We depend on attracting and retaining skilled employees, which may be
difficult due to the competitive employment market.
If we lose any of our key, highly skilled technical, managerial and
marketing personnel due to the intense competition in the technology industry,
our operations may suffer. The success of our company will depend largely upon
our ability to hire and retain such personnel.
We may not be able to find attractive acquisition candidates as part of our
growth strategy and even if we do, may not be able to integrate acquired
companies.
We may not be able to identify acquisition targets and, if identified, we
may not be able to complete transactions with these targets. We have
undertaken a growth strategy that may include acquisitions of companies
involved in related businesses, including e-commerce and the Internet. Our
inability to identify and integrate acquisition targets may have a severe
negative impact on our financial results and stock price. Even if acquisitions
occur, we will face significant issues associated with integrating the new
business segments. Acquisitions will place substantial demands on our
management, working capital and financial and management control systems. We
may not be successful in responding to these demands. Integration of some
businesses may also require the combination of complex software technology,
product lines and software development plans that may be technically
incompatible or too costly or difficult to integrate into our business.
There is a limited public market for our common stock and so our
stockholders may not be able to sell their common stock easily or for a high
price.
There is a limited public market for the shares of our common stock and
there is no certainty that an active trading market for our common stock will
develop in the future. This means that you may not be able to sell your
SAFLINK stock readily or at a profit. Our common stock has been listed on the
Nasdaq SmallCap Market since April 27, 1993. From January 1, 1996 through
January 2, 2001, our common stock's average daily trading volume on the Nasdaq
SmallCap Market was approximately 79,800 shares.
If the market price of our common stock continues to be volatile the value
of your stockholdings may decline.
Like many other technology companies, the market price of our common stock
has been, and may continue to be, volatile, which means the value of your
SAFLINK stock may fluctuate. Factors that are difficult to predict such as
. quarterly revenue,
. statements and ratings by financial analysts,
. overall market performance, and
. announcements by our competitors concerning new product developments
contribute to volatility and may have a significant impact on the market price
of our common stock.
3
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We are dependent on third parties for our product distribution and if these
parties do not promote our products, we may not be able to generate revenue.
If those third parties with whom we have business relationships to promote
sales of our products, such as resellers, distributors and makers of
complementary technology, do not actively promote our products, it will
severely limit our ability to generate revenue. Some of these business
relationships are formalized in agreements which can be terminated with little
or no notice and may be subject to amendment. We cannot control the amount and
timing of resources that these third parties devote to marketing activities on
our behalf.
We also may not be able to negotiate acceptable distribution relationships
in the future and cannot predict whether current or future distribution
relationships will be successful.
In order to succeed, we will have to keep up with rapid technological change
in the biometric technology and Internet markets.
Our future success will depend upon our ability to keep pace with a changing
marketplace and to integrate new technology into our software and introduce
new products and product enhancements to address the changing needs of the
marketplace. Various technical problems and resource constraints may impede
the development, production, distribution and marketing of our products and
services. More advanced or alternate technology employed by competitors and
unavailable to us could give our competitors a significant advantage. It is
possible that products and services developed by our competitors will
significantly limit the potential market for our products and services or
render our products and services obsolete. In addition, laws, rules,
regulations or industry standards may be adopted which could materially
adversely affect how we do business.
We are not experienced in doing business outside the United States and the
application of Canadian laws or regulations not previously applicable to our
business may have a negative effect on the business.
We will have to become familiar with doing business in Canada which is a new
corporate and legal environment for us, and we may experience difficulties in
this regard. Prior to the asset purchase transaction with Jotter Technologies
Inc., we only had operations in the United States. Jotter, on the other hand,
had a facility in Alberta, Canada, which will serve SAFLINK.
If we lose current or future license rights to use the biometric
technologies of third parties, our ability to compete with products that
already include this technology will be substantially impaired and may be
entirely precluded.
If we lose our rights to use biometric identification and authentication
software, specifically software used for identifying voice and facial
features, our business may be negatively impacted. Biometric identification
and authentication is a critical step for a company like ours which uses
biological identifiers, like voice or fingerprints, to provide secure methods
of access. Our rights may be terminated if we fail to pay our license fees,
including minimum specified payments, or commit any other material breach of
these agreements. While we are currently not in default on these agreements,
we may default under these agreements in the future or we may fail to make the
minimum royalty payments required.
If the Internet is not accepted by consumers and businesses as a means to
transact business, this may negatively impact our business.
If the current popularity of the Internet and e-commerce does not last as a
way to transact business, businesses may not wish to invest in technology like
ours that uses biological identifiers to secure transactions. Because we are
targeting the Internet to grow our business, a decline in the use and
acceptance of the Internet for business purposes will negatively impact our
revenues.
4
<PAGE>
Provisions in our certificate of incorporation may prevent a takeover of our
company even if it is beneficial to stockholders.
Our certificate of incorporation authorizes our board of directors to issue
up to 1,000,000 shares of preferred stock, which may adversely affect our
common stockholders. We may issue shares of preferred stock without
stockholder approval and upon terms and conditions, and having such rights,
privileges and preferences, as the board of directors determines.
Specifically, the issuance of preferred stock may make it more difficult for a
third party to acquire, or may discourage a third party from acquiring, voting
control of SAFLINK even if the acquisition would benefit stockholders.
The Internet is not currently subject to much regulation, but this may
change which may negatively impact our business.
Although today there are relatively few laws governing Internet services,
the application of new laws may negatively impact our business. Due to the
increasing popularity of the Internet and online services, it is possible that
a number of laws and regulations, specifically those relating to privacy, may
be adopted with respect to the Internet.
Shares eligible for future sale could adversely affect our ability to raise
capital and the market price for our stock
After this offering, there will be a large number of shares of our common
stock outstanding and available for resale to the public, which could drive
down the price of the common stock. Sales of shares of common stock in the
public market or the perception that sales would occur could adversely affect
the market price of our common stock. These sales or perceptions of possible
sales could also impair our future ability to raise capital. In part, as a
result of sales or the perception of the possibility of sales of common stock
under this prospectus and the registration statement of which this prospectus
is a part, the market price for our common stock is likely to be volatile. It
is possible that this volatility will have an adverse effect on the market
price of the common stock.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained or incorporated by reference in this
prospectus constitute forward-looking statements within the meaning of the
Securities Act or the Securities Exchange Act. These forward-looking
statements involve risks and uncertainties. Words such as "believe," "expect,"
"intend," "plan," "anticipate," "likely," "will," and similar expressions are
intended to identify these forward-looking statements. Our actual results may
differ significantly from the results discussed in these forward-looking
statements.
These forward-looking statements are subject to risks, uncertainties and
occurrences which could cause actual results to differ materially from future
results expressed or implied by the statements. See "Risk Factors" above and
our periodic reports and other documents filed with the Securities and
Exchange Commission for further discussions of some of the risks,
uncertainties and other factors applicable to us, our business and the shares
proposed to be sold by this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from any sales by the selling stockholders
of common stock under this prospectus. If all the warrants to purchase the
common stock covered by this prospectus are exercised in full, we would
receive gross proceeds of $1,366,250. These amounts would be added to and used
by us for working capital purposes, including for developing, testing,
marketing and selling our products and services.
5
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SELLING STOCKHOLDERS
A total of 13,010,706 shares of common stock are being registered in this
offering for the account of the selling stockholders.
We issued 2,600,532 shares of common stock to Home Shopping Network Inc. in
connection with the conversion of the Series A Preferred Stock into common
stock. The shares issuable upon conversion of the Series A Preferred Stock are
being registered under registration rights granted as part of the original
issuance of the Series A Preferred Stock.
We sold 666,667 shares of common stock to RMS Limited Partnership in April
1992. These shares are being registered under registration rights granted as
part of such issuance.
We issued 3,906,007 shares of common stock to RMS Limited Partnership in
connection with the conversion of the Series D Preferred Stock into common
stock. The shares issuable upon conversion of the Series D Preferred Stock are
being registered under registration rights granted as part of the original
issuance of the Series D Preferred Stock.
We issued warrants to purchase up to 25,000 shares of common stock to Carr
America Realty Corporation as partial consideration for entering into a lease
with its affiliate, Carr Redmond Corporation. These warrants are exercisable at
a price of $3.00 per share at any time from time to time through May 31, 2005.
The shares underlying these warrants are being registered under registration
rights granted as part of the original issuance of these warrants.
We issued warrants to purchase up to 100,000 shares of common stock as
partial consideration for the development and licensing of certain products
with Anovea, Inc. These warrants are exercisable at a price of $2.00 per share
at any time from time to time through September 18, 2005. The shares underlying
these warrants are being registered under registration rights granted as part
of the original issuance of these warrants.
We issued warrants to purchase up to 250,000 shares of common stock as
partial consideration for licensing certain products from Solthree Software
Corporation. These warrants are exercisable at a price of $2.19 per share at
any time from time to time through July 31, 2005. The shares underlying these
warrants are being registered under registration rights granted as part of the
original issuance of these warrants.
We issued warrants to purchase up to 362,500 shares of common stock to six
lenders as partial consideration for $1,450,000 of bridge financing. These
warrants are exercisable at a price of $1.50 per share at any time from time to
time through November 30, 2005. The shares underlying these warrants are being
registered under registration rights granted as part of the original issuance
of these warrants.
We issued 5,100,000 shares of common stock as partial consideration in the
asset purchase transaction with Jotter Technologies Inc. These shares are being
registered under registration rights granted as part of the original issuance
of these shares.
6
<PAGE>
The table below presents information about persons for whom we are
registering the shares for resale to the public. The shares being registered
under the registration statement of which this prospectus is a part will be
sold, if at all, by the selling stockholders listed below:
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<CAPTION>
Shares of Common
Stock
To Be Beneficially
Owned
Shares of Common After The Offering
Stock Owned Prior Number of Shares ---------------------
Selling Stockholders To This Offering Being Offered Amount Percentage
-------------------- ----------------- ---------------- ---------- ----------
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Home Shopping Network
Inc. (1)............... 2,600,532 2,600,532 2,600,532 8.3%
RMS Limited Partnership
(1).................... 11,927,312 4,572,674 11,927,312 38.2%
Carr America Realty Cor-
poration (2)........... 25,000 25,000 25,000 *
Anovea, Inc............. 100,000 100,000 100,000 *
Solthree Software Corpo-
ration................. 250,000 250,000 250,000 *
Jotter Technologies Inc.
(3).................... 5,100,000 5,100,000 5,100,000 16.3%
Chris Bonang (4)........ 6,250 6,250 6,250 *
PCE Defined Benefit Plan
(4).................... 6,250 6,250 6,250 *
Forum Partners (4)...... 37,500 37,500 37,500 *
Robert Klein, M.D. (4).. 25,000 25,000 25,000 *
SDS Merchant Fund, LP
(4).................... 250,000 250,000 250,000 *
F. Berdon & Co., L.P.
(4).................... 37,500 37,500 37,500 *
</TABLE>
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* Less than one percent.
(1) Home Shopping Network Inc. and RMS Limited Partnership have been majority
stockholders of SAFLINK since April 1992. In addition, Robert Rosenblatt,
who currently serves as Chief Operating Officer of Home Shopping Network,
is a director of SAFLINK. Home Shopping Network has been distributing
SAFLINK's SAFtyLatch product since April 1999.
(2) SAFLINK entered into a five-year lease on May 18, 2000, with Carr Redmond
Corporation, an affiliate of Carr America Realty Corporation, for the
premises located at 18650 N.E. 67th Court, Suite 210, Redmond, WA 98052.
(3) On December 15, 2000, SAFLINK entered into an asset purchase agreement
with Jotter Technologies Inc., under which SAFLINK agreed to purchase
substantially all of Jotter Technologies Inc.'s assets in exchange for
5,100,000 shares of SAFLINK common stock and an unsecured promissory note
for $1,700,000. As a result of this transaction, Jotter is one of the
three largest stockholders of SAFLINK.
(4) On November 13, 2000, SAFLINK issued 362,500 warrants in conjunction with
the receipt of $1,450,000 of bridge funding.
DESCRIPTION OF CAPITAL STOCK
The description of our capital stock is subject to Delaware law and to
provisions contained in our amended certificate of incorporation and amended
bylaws. Copies of our certificate of incorporation and bylaws have been filed
as exhibits to the documents incorporated by reference into this prospectus.
You should refer to those documents for a more detailed description of the
provisions summarized below.
As of January 17, 2001, our authorized capital stock consisted of:
. 1,000,000 shares of preferred stock, of which no shares are issued and
outstanding, and
. 50,000,000 shares of common stock, of which 31,206,680 shares are issued
and outstanding after giving effect to the 5,100,000 shares issuable
pursuant to the Jotter Technologies asset purchase agreement.
Of the authorized but unissued shares of common stock as of January 17,
2001:
. an aggregate of 3,220,717 shares of common stock are reserved for
issuance upon the exercise of options granted or which may be granted
under the 1992 Stock Incentive Plan;
7
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. an aggregate of 414,248 shares of common stock are reserved for issuance
upon the exercise of options granted to certain directors, officers,
consultants and employees outside of the 1992 Stock Incentive Plan; and
. 1,271,104 shares of common stock are reserved for issuance upon the
exercise of outstanding warrants.
Common Stock
Each holder of issued and outstanding shares of common stock will be entitled
to one vote per share on all matters submitted to a vote of our stockholders.
Holders of shares of common stock do not have cumulative voting rights.
Therefore, the holders of more than 50% of the shares of common stock will have
the ability to elect all of our directors.
Subject to rights of any preferred stock then outstanding, holders of common
stock are entitled to share ratably in dividends payable in cash, property or
shares of our capital stock, when, as and if declared by our board of
directors. We do not currently expect to pay any cash dividends on our common
stock.
Upon our voluntary or involuntary liquidation, dissolution or winding up, any
assets remaining after prior payment in full of all of our debts and
liabilities and after prior payment in full of the liquidation preference of
any preferred stock would be paid ratably to holders of common stock.
All outstanding shares of common stock are, and any shares of common stock to
be issued upon exercise of options and warrants will be, fully paid and non-
assessable.
Preferred Stock
We are authorized to issue up to 1,000,000 shares of preferred stock. There
are no shares of preferred stock outstanding. Our board of directors is
authorized to fix the voting rights, liquidation preferences, dividend rights,
conversion rights, rights and terms of redemption and other rights and
preferences of the preferred stock without stockholder approval. Our board of
directors may issue shares of preferred stock with voting and conversion rights
that could adversely affect the voting power of the holders of common stock and
may have the effect of delaying, deferring or preventing a change in control of
SAFLINK.
Warrants
We have issued warrants which entitle their holders to purchase up to an
aggregate of 1,271,104 shares of common stock at exercise prices of $1.50 to
$15.83 per share. The warrants are exercisable at any time and from time to
time for a period of three to five years from the date of issuance. There is no
separate market for these warrants. The warrants may be exercised, either in
whole or in part, from time to time.
The number of shares of common stock issuable upon exercise of the warrants,
and the exercise price, are subject to adjustment. Circumstances that would
require an adjustment include:
. the payment by us of dividends on shares of our junior securities
payable in shares of common stock;
. subdivisions, combinations and certain reclassifications of common
stock;
. the distribution to all holders of common stock, debt securities or
assets (other than cash dividends) or rights to warrants to subscribe
for or purchase any security (subject to certain exceptions); and
. the issuance of shares of common stock or rights or warrants to acquire
shares of common stock to all holders of common stock, for a
consideration per share less than the exercise price of the warrant then
in effect.
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The Delaware Business Combination Act
Section 203 of the Delaware General Corporation Law imposes a three-year
moratorium on business combinations between a Delaware corporation whose stock
generally is publicly traded or held of record by more than 2,000 stockholders
and an interested stockholder or an affiliate or associate of the corporation
unless:
. the board of directors of the corporation approved either the business
combination or the transaction resulting in the interested stockholder
becoming one before its occurrence;
. upon consummation of the transaction resulting in a person becoming an
interested stockholder, the interested stockholder owns at least 85% of
the voting stock of the corporation outstanding at the time the
transaction commenced (excluding from the calculation of outstanding
shares, shares beneficially owned by directors who are also officers and
some employee stock plans); or
. the business combination is approved by (a) the board of directors of
the corporation and (b) holders of at least 66 2/3% of the outstanding
shares other than those shares beneficially owned by the interested
stockholder at a meeting of stockholders on or after an interested
stockholder becomes one.
The term business combination is defined generally to include mergers or
consolidations of the corporation or its majority-owned subsidiary, sales,
leases or other transfers or dispositions of the assets or stock of the
corporation or its majority-owned subsidiary and transactions which increase an
interested stockholder's percentage ownership of stock of the corporation or
its majority owned subsidiary.
Section 203 applies to corporations incorporated in the State of Delaware
unless the corporation expressly elects not to be governed by this legislation.
We are therefore subject to Section 203.
Director and Officer Liability Provisions
Our certificate of incorporation contains a provision which eliminates the
personal liability of directors, in their capacities as our directors to us or
our stockholders for monetary damages for a breach of fiduciary duty as a
director to the extent permitted by Delaware law. The provision in our
certificate of incorporation does not change a director's duty of care, but it
does authorize us to eliminate monetary liability for some violations of that
duty, including violations based on grossly negligent business decisions which
may include decisions relating to attempted changes of control of SAFLINK. The
provision does not affect the availability of equitable remedies for a breach
of duty of care, such as an action to enjoin or rescind a transaction involving
a breach of fiduciary duty. However, in some circumstances equitable remedies
may not be available as a practical matter. The provision in our certificate of
incorporation in no way affects a director's liability under the federal
securities laws. In addition, our bylaws indemnify our past and current
directors and officers for, and provides advancements for all expense,
liability and loss reasonably incurred in connection with any threatened,
pending or completed action, suit or proceeding, either civil, criminal,
administrative or investigative, because he is or was a director or officer of
SAFLINK.
Possible Effect of Certain Provisions of Our Charter Documents and Delaware Law
It is possible that our ability to issue preferred stock and the provisions
of Section 203 of the Delaware General Corporation Law may discourage other
persons from making a tender offer for or acquisitions of substantial amounts
of our common stock. This could have the incidental effect of inhibiting
changes in management and may also prevent temporary fluctuations in the market
price of our common stock which often result from actual or rumored takeover
attempts. In addition, the limited liability provisions in our certificate of
incorporation concerning directors and the indemnification provisions in our
bylaws concerning directors and officers may discourage stockholders from
bringing a lawsuit against directors for breach of their fiduciary duty and may
also have the effect of reducing the likelihood of derivative litigation
against directors and officers, even though the action, if successful, might
otherwise have benefited us and our stockholders. Furthermore, a stockholder's
investment in SAFLINK may be adversely affected if costs of settlement and
damage awards against our directors and officers are paid by us under the
indemnification provisions contained in our bylaws described above.
9
<PAGE>
Transfer Agent
The transfer agent and registrar for our common stock is U.S. Stock Transfer
Corporation, 1745 Gardena Avenue, Glendale, California 91201.
SHARES ELIGIBLE FOR FUTURE SALE
Holders of substantially all of our 31,206,680 outstanding shares of common
stock (after giving effect to the 5,100,000 shares issuable to Jotter
Technologies pursuant to the asset purchase agreement) as of January 17, 2001
may sell their shares publicly or have the right to require registration of
their shares to permit public sales. As of January 17, 2001, holders of
substantially all of the approximately 1,271,104 shares of common stock
issuable upon the exercise of outstanding warrants may sell those shares
publicly or have the right to require registration of the shares to permit
public sale.
Furthermore, as of January 17, 2001, we had previously granted and there
were outstanding and unexercised under our 1992 Stock Incentive Plan, options
to purchase an aggregate of approximately 2,303,147 shares of common stock. In
addition, there are approximately 917,570 shares of common stock available for
future grants of options under this plan. These shares of common stock will be
eligible for sale by their holders to the general public without further
registration or compliance with the requirements of Rule 144, except that our
affiliates must comply with the volume limitations of Rule 144. In addition,
as of January 17, 2001 we had previously granted outside of the 1992 Stock
Incentive Plan options to purchase an aggregate of approximately 414,248
shares of common stock to certain directors, officers, consultants and
employees.
If any of the shares of common stock mentioned above were sold, whether
under a registration statement, through a transaction undertaken in compliance
with Rule 144 or through another transaction, the public market, if any, of
our common stock could be adversely affected.
Rule 144
In general, under Rule 144 as currently in effect, a person who has
beneficially owned shares of our common stock for at least one year would be
entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of:
. 1% of the number of shares of common stock then outstanding, which will
equal approximately 312,067 shares immediately after this offering; or
. the average weekly trading volume of the common stock on the Nasdaq
SmallCap Market System during the four calendar weeks preceding the
filing of a notice on Form 144 concerning the sale.
Sales under Rule 144 are also subject to other requirements regarding the
manner of sale, notice filing and the availability of current public
information about us.
Rule 144(k)
Under Rule 144(k), a person who is not considered to have been our affiliate
at any time during the 90 days preceding a sale, and who has beneficially
owned the shares proposed to be sold for at least two years, would be entitled
to sell these shares under Rule 144(k) without regard to the requirements
described above. Therefore, unless otherwise restricted, these shares may be
sold immediately.
10
<PAGE>
PLAN OF DISTRIBUTION
The shares of common stock covered by this prospectus may be offered and sold
from time to time by the selling stockholders. References in this plan of
distribution to "selling stockholders" include donees and pledgees selling
shares received from a named selling stockholder after the date of this
prospectus. The selling stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. The selling
stockholders may sell the shares on the Nasdaq SmallCap Market, or in private
sales at negotiated prices. The shares may be sold by one or more of the
following methods of sale, at market prices prevailing at the time of sale, or
at negotiated prices:
. a block trade in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
. purchases by a broker-dealer as principal and resale by such broker-
dealer for its own account pursuant to this prospectus;
. an over-the-counter distribution in accordance with the rules of the
Nasdaq SmallCap Market;
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
. in privately negotiated transactions.
If required, this prospectus may be amended or supplemented from time to time
to describe a specific plan of distribution. In addition, in the event that a
selling stockholder notifies us that a donee or pledgee intends to sell shares,
we will file a supplement to this prospectus. In effecting sales, broker-
dealers engaged by the selling stockholders may arrange for other broker-
dealers to participate in the resales. The selling stockholders may enter into
hedging transactions with broker-dealers in connection with distributions of
the shares or otherwise. In such transactions, broker-dealers or other
financial institutions may engage in short sales of the shares in the course of
hedging the positions they assume with a selling stockholder. The selling
stockholders may also sell shares short and redeliver the shares to close out
such short positions (to the extent not prohibited by Section 16(c) of the
Securities Exchange Act of 1934). The selling stockholders may also enter into
option or other transactions with broker-dealers which require the delivery to
the broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The selling stockholders may
also pledge or loan the shares to a broker-dealer. The broker-dealer may sell
the shares so loaned, or upon a default the broker-dealer may sell the pledged
shares pursuant to this prospectus. In addition, any shares that qualify for
sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this prospectus.
In effecting sales, broker-dealers or agents engaged by the selling
stockholders may arrange for other broker-dealers or agents to participate.
Broker-dealers or agents may receive compensation in the form of commissions,
discounts or concessions from selling stockholders. Broker-dealers or agents
may also receive compensation from the purchasers of the shares for whom they
act as agents or to whom they sell as principals, or both. SAFLINK Corporation
will pay all expenses incident to the offering and sale of the shares to the
public other than any commissions and discounts of underwriters, dealers or
agents and any transfer taxes.
The selling stockholders and any underwriter, broker-dealer or agent who
participates in the distribution of such shares may be underwriters under the
Securities Act of 1933, and any discount, commission or concession they receive
may be deemed an underwriting discount or commission under the Securities Act
of 1933.
In order to comply with the securities laws of some states, if applicable,
the shares must be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in some states the shares may not be
sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is
available and is complied with.
11
<PAGE>
We have advised the selling stockholders that the anti-manipulation rules of
Regulation M under the Securities Exchange Act of 1934 may apply to sales of
shares in the market and to the activities of the selling stockholders and
their affiliates. In addition, we will make copies of this prospectus
available to the selling stockholders and we have informed them of the need
for delivery of copies of this prospectus to purchasers at or prior to the
time of any sale of the shares offered by this prospectus. The selling
stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against some liabilities, including
liabilities arising under the Securities Act of 1933.
At the time a particular offer of shares is made, if required, a prospectus
supplement will be distributed that will set forth the number of shares being
offered and the terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any discount,
commission and other item constituting compensation, any discount, commission
or concession allowed or reallowed or paid to any dealer, and the proposed
selling price to the public.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
Chicago, Illinois or New York, New York. Please call the SEC at (800) SEC-0330
for further information on the public reference rooms. Our SEC filings are
also available to the public at the SEC's web site at http://www.sec.gov.
This material can also be read at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference the information we file with
them. This means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act:
. SAFLINK's Annual Report on Form 10-K for the year ended December 31,
1999, filed with the SEC on March 22, 2000;
. SAFLINK's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2000, filed with the SEC on May 15, 2000;
. SAFLINK's Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2000, filed with the SEC on August 14, 2000;
. SAFLINK's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2000, filed with the SEC on November 14, 2000;
. SAFLINK's Current Report on Form 8-K, filed with the SEC on April 27,
2000;
. SAFLINK's Current Report on Form 8-K, filed with the SEC on September
26, 2000;
. SAFLINK's Current Report on Form 8-K, filed with the SEC on January 2,
2001; and
. The description of our common stock contained in Item 1 of our Form 8-A
filed with the SEC on October 19, 1992.
12
<PAGE>
We will provide any of the documents incorporated into this prospectus by
reference without charge to each person to whom this is delivered upon the
request of such person to: Chief Financial Officer, SAFLINK Corporation, 18650
N.E. 67th Court, Suite 210, Redmond, WA 98052, (425) 881-6766.
This prospectus is a part of a registration statement we filed with the SEC.
You should rely only on the information or representations provided in this
prospectus and in the documents incorporated by reference. We have authorized
no one to provide you with different information. We are not making an offer
of these securities in any state where the offer is not permitted. You should
not assume that the information in this prospectus is accurate as of any date
other than the date on the front of the document.
LEGAL MATTERS
The validity of the issuance of the common stock covered by this prospectus
will be passed upon for SAFLINK by Baker & McKenzie, Washington, D.C., counsel
for SAFLINK in this transaction.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 1999, as set forth in their report, which is incorporated
by reference in this prospectus and elsewhere in the registration statement.
Our consolidated financial statements are incorporated by reference in
reliance on Ernst & Young LLP's report, given on their authority as experts in
accounting and auditing.
The consolidated financial statements of Jotter Technologies, Inc. and
subsidiary, and Predecessor, as of December 31, 1998 and 1999 and for the
period from June 1, 1998 (inception) through December 31, 1998 and the year
ended December 31, 1999, have been incorporated by reference in this
registration statement in reliance upon the report of KPMG LLP, independent
auditors, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The report of KPMG LLP covering the consolidated financial statements of
Jotter Technologies, Inc. and subsidiary, and Predecessor, as of December 31,
1998 and 1999 and for the period from June 1, 1998 (inception) through
December 31, 1998 and the year ended December 31, 1999 contains an explanatory
paragraph that states that Jotter's recurring losses from operations and net
capital deficiency raise substantial doubt about the entity's ability to
continue as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of that
uncertainty.
13
<PAGE>
SAFLINK CORPORATION
13,010,706 Shares of Common Stock
----------------
PROSPECTUS
----------------
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY
ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS AN
OFFER TO SELL ONLY THE SECURITIES OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES
AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN
THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.
----------------
JANUARY , 2001
----------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................... $ 1,822
Nasdaq listing fee.................................................... 17,500
Accounting fees and expenses.......................................... 5,000*
Legal fees and expenses............................................... 30,000*
Miscellaneous......................................................... 5,000*
-------
Total............................................................... $59,322*
=======
</TABLE>
--------
* Estimated.
None of the expenses of issuance and distribution of the shares to the
selling stockholder is to be borne by the selling stockholder.
Item 15. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (an "agent"), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted as an agent against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only if the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 of the DGCL further provides, among other things, that to the
extent a present or former director or officer of a corporation has been
successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL
or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith. Indemnification provided
for by Section 145 of the DGCL shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled. Indemnification
provided for by Section 145 of the DGCL shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators. Section 145 of the DGCL also
empowers the
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<PAGE>
corporation to purchase and maintain insurance on behalf of an Agent of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities
under Section 145 of the DGCL. Article Ninth of our Certificate of
Incorporation and Article VI of our Bylaws entitles our officers and directors
to indemnification to the full extent permitted by Section 145 of the DGCL.
Article VI of our Bylaws allows us to purchase insurance for the benefit of
our officers and directors.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law; (iii) under Section 174 of the DGCL (including
certain unlawful dividends or stock repurchases); or (iv) for any transaction
from which the director derived an improper personal benefit. Article Tenth of
our Certificate of Incorporation provides that none of our directors shall
have any personal liability to us or our stockholders for monetary damages for
any breach of fiduciary duty as a director, provided that such provision does
not limit or eliminate the liability of any director (i) for breach of such
director's duty of loyalty to us or our stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the DGCL (involving
certain unlawful dividends or stock repurchases); or (iv) for any transaction
from which such director derived an improper personal benefit. Amendment to
such article does not affect the liability of any director for any act or
omission occurring before the effective time of such amendment.
We provide insurance from commercial carriers against certain liabilities
incurred by our directors and officers.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
2.1 Asset Purchase Agreement, dated as of December 15, 2000, by and
between SAFLINK Corporation ("SAFLINK") and Jotter Technologies Inc.
(incorporated by reference to Exhibit 2.1 of SAFLINK's Current Report
on Form 8-K, filed on January 2, 2001).
3.1 Articles of Incorporation, as amended to date, of the SAFLINK
Corporation ("SAFLINK") (incorporated by reference to Exhibit 3.1 of
SAFLINK's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992).
3.2 By-laws of SAFLINK (incorporated by reference to Exhibit 3.3 of
SAFLINK's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991).
3.3 Certificate of Amendment to Certificate of Incorporation of SAFLINK,
dated as of July 2, 1996 (incorporated by reference to Exhibit 3.3 of
SAFLINK's Annual Report for the fiscal year ended December 31, 1996).
3.4 Certificate of Amendment to Certificate of Incorporation of SAFLINK,
dated as of May 26, 1998 (incorporated by reference to Exhibit 3.4 of
SAFLINK's Annual Report for the fiscal year ended December 31, 1998).
3.5 Certificate of Amendment to Certificate of Incorporation of SAFLINK,
dated May 20 1999.
3.6 Certificate of Amendment to Certificate of Incorporation of SAFLINK,
dated as of November 10, 1999 (incorporated by reference to Exhibit
3.1.1 of SAFLINK's Quarterly Report for the period ended September 30,
1999).
4.3 Subscription Agreement by and between SAFLINK and Home Shopping
Network Inc., dated April 28, 1992.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
4.4 Subscription Agreement by and between SAFLINK and RMS Limited
Partnership dated November 9, 1999 (incorporated by reference to
Exhibit 10 of SAFLINK's Form 8-K filed on Novemer 12, 1999)
4.5 Warrant issued to Carr Redmond Corporation, dated May 18, 2000.
4.6 Warrant issued to Anovea, Inc., dated September 18, 2000.
4.7 Warrant issued to Solthree Software Corporation, dated July 25, 2000.
4.8 Form of Warrant issued to Bridge Lenders, dated November 13, 2000.
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included in the signature page of this registration
statement)
</TABLE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
. to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
. to include any prospectus required by Section 10(a)(3) of the
Securities Act;
. to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of the securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
. to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
. that, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
. to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-3
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Redmond, Washington, on January 18, 2001.
SAFLINK Corporation
/s/ Jeffrey P. Anthony
By: _________________________________
Jeffrey P. Anthony
President and Chief Executive
Officer
We, the undersigned officers and directors of SAFLINK Corporation, hereby
severally constitute and appoint Jeffrey P. Anthony and James W. Shepperd, and
each of them acting singly, our true and lawful attorneys-in-fact, with full
power granted to them in any and all capacities (including substitutions), to
execute for us and in our names in the capacities indicated below this
registration statement (including any pre- and post-effective amendments), and
any related Rule 462(b) exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, and generally to do
all such things in our name and behalf in our capacities as officers and
directors to enable SAFLINK Corporation to comply with the provisions of the
Securities Act of 1933 and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-
in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jeffrey P. Anthony Chairman, President, Chief January 18, 2001
______________________________________ Executive Officer and
Jeffrey P. Anthony Director
/s/ James W. Shepperd Chief Financial Officer January 18, 2001
______________________________________ (Principal Financial
James W. Shepperd Officer and Principal
Accounting Officer)
/s/ Hector J. Alcalde Director January 18, 2001
______________________________________
Hector J. Alcalde
Director
______________________________________
Frank M. Devine
/s/ Robert J. Rosenblatt Director January 18, 2001
______________________________________
Robert J. Rosenblatt
/s/ Francis R. Santangelo Director January 18, 2001
______________________________________
Francis R. Santangelo
</TABLE>
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