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As filed with the Securities and Exchange Commission on March 20, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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IMAGEWARE SYSTEMS,INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0224167
(State of Incorporation) (I.R.S. Employer Identification No.)
10883 Thornmint Road 92127
San Diego, California (Zip code)
(Address of principle executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
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<S> <C>
COMMON STOCK, $0.01 PAR VALUE THE AMERICAN STOCK EXCHANGE
WARRANT, RIGHT TO PURCHASE ONE SHARE OF COMMON STOCK THE AMERICAN STOCK EXCHANGE
UNIT, ONE SHARE OF COMMON STOCK AND ONE WARRANT THE AMERICAN STOCK EXCHANGE
(Title of each class to be registered) (Name of each exchange on
which class is to be registered)
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c),check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
general Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
REGISTRATION NO. 333-93131
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated herein by reference to the Description of Securities
section of the Company's Registration Statement on Amendment No. 2 to Form
SB-2 (File No. 333-03131)
ITEM 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION
1. Amended and Restated Articles of Incorporation of ImageWare
Systems, Inc., incorporated herein by reference to Exhibit 3.1 to
the Company's Registration Statement on Amendment No. 2 to Form SB-2
(File No. 333-03131).
2. Bylaws of ImageWare Systems, Inc.,incorporated herein by reference
to Exhibit 3.2 to the Company's Registration Statement on Amendment
No. 2 to Form SB-2 (File No. 333-03131).
3. Form of Common Stock Certificate, incorporated herein by reference
to Exhibit 4.1 to the Company's Registration Statement on Amendment
No.2 to Form SB-2 (File No.333-03131).
4. Form of Unit Certificate, incorporated herein by reference to
Exhibit 4.3 to the Company's Registration Statement on Amendment
No. 2 to Form SB-2 (File No. 333-03131).
5. Form of Public Warrant, incorporated herein by reference to
Exhibit 4.5 to the Company's Registration Statement on Amendment No.
2 to Form SB-2 (File No. 333-03131)
6. Form of Warrant and Unit Agreement, incorporated herein by
reference to Exhibit 4.6 to the Company's Registration Statement
on Amendment No.2 to Form SB-2 (File No.333-03131).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
IMAGEWARE SYSTEMS,INC.
Date: March 20, 2000 By: /s/ S. James Miller, Jr.
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S. James Miller, Jr.
President
