UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 11, 2014
Intellicheck Mobilisa, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other Jurisdiction of Incorporation) |
001-15465
(Commission File Number) |
11-3234779
(IRS Employer Identification No.)
|
191 Otto Street, Port Townsend, WA 98368
(Address of principal executive offices) (Zip code)
(360) 344-3233
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 3.03. | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; |
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 11, 2014, the Board of Directors (the “Board”) of Intellicheck Mobilisa, Inc. (the “Company”) appointed William P. Georges and Jack A. Davis, Maj. Gen. USMC, to the Board, effective immediately. This brings the total number of board members to seven.
Mr. Georges, aged 60, is President and CEO of The Georges Group, LLC, a provider of strategic consulting services and project management in the areas of corporate operations/ relations to both public and private entities worldwide. Prior to forming the firm, he spent nine years as senior vice president of The Century Council, a developer of programs to fight alcohol misuse, drunk driving and underage drinking. He is a retired 25-year veteran of the Albany, NY Police Department where he ultimately achieved the rank of Assistant Chief/Chief of Patrol where he was responsible for all uniformed police services. Mr. Georges is a life member of the International Association of Chiefs of Police. He serves on the Traffic Law Enforcement Committee of the Transportation Research Board of the National Academies and has been recognized by numerous organizations for his dedication to law enforcement.
Major General Davis, aged 68, is a proven leader in the military, law enforcement and business arenas. In a 37-year career in the United States Marine Corps, during which he rose to the rank of Major General, he commanded at every level from an infantry platoon in Vietnam to Commanding General of the 4th Marine Division. His final assignment prior to retirement was Vice Commander, Marine Corps Forces Atlantic/Deputy Commander Marine Corps Forces Europe, for which he received the Distinguished Services Medal. He also served five years in federal law enforcement before joining the North Carolina State Bureau of Investigation in 1979, retiring in 1999 with a distinguished record of service. He also established JA Davis & Associates, a frontrunner in leadership and security training development. He holds a bachelor of science degree and two master’s degrees. He previously served on the Mobilisa’s Board of Directors from October 2005 until the merger with Intellicheck in March 2008.
There are no arrangements or understandings between Mr. Georges and Mr. Davis and any other persons pursuant to which each was selected as a director. Mr. Georges and Mr. Davis will be eligible to receive the standard compensation paid to non-employee/non-investor directors previously disclosed by the Company. Neither the Company nor the Board is aware of any transaction in which Mr. Georges and Mr. Davis has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Georges and Mr. Davis will be indemnified by the Company pursuant to the Company’s Amended and Restated Certificate of Incorporation and Bylaws for actions associated with being a director.
A copy of the Company’s press release announcing the appointment of Messrs. Georges and Davis is attached hereto as Exhibit 99.1.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 12, 2014, Intellicheck Mobilisa, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware, pursuant to which the Company effected a one-for-eight reverse split of its issued and outstanding common stock (the “Reverse Stock Split”). The Reverse Stock Split will not change the number of authorized shares of the Company’s common stock. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The following is a brief description of each matter voted upon at the 2014 Special Meeting and the number of votes cast for or against and the number of abstentions with respect to each matter, as applicable.
| 1. | To approve an amendment to Company’s Certificate of Incorporation to authorize the Company’s board of directors to effect a reverse stock split of the Company’s common stock by a ratio of one-for-eight. |
|
FOR
|
AGAINST
|
ABSTAIN
|
||||||||
| 25,585,487 | 7,436,419 | 244,070 | ||||||||
In accordance with the above results, Proposal No. 1 was approved.
| Item 8.01 | Other Events. |
On August 11, 2014, the Company issued a press release announcing the appointment of the two directors. A copy of the press release is attached hereto as Exhibit 99.1.
On August 12, 2014, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of the Restated Certificate of Incorporation of Intellicheck Mobilisa, Inc. | |
|
99.1 |
Press Release issued August 11, 2014
|
|
| 99.2 | Press Release issued August 12, 2014 |
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 thereunto duly authorized.
| Dated: August 13, 2014 | INTELLICHECK MOBILISA, INC. | ||
| By: | /s/ Bill White | ||
| Bill White | |||
| Chief Financial Officer | |||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
INTELLICHECK MOBILISA, INC.
Intellicheck Mobilisa, Inc., a Delaware corporation (the "Corporation"), does hereby certify:
FIRST: The Board of Directors of the Corporation (the “Board”), acting at a meeting in accordance with Section 141 of the General Corporation Law of the State of Delaware, adopted a resolution authorizing the Corporation to effect a reverse split of its common stock and to file this Certificate of Amendment:
Upon the filing of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Effective Time"), each 8 shares of the Corporation's Common Stock, par value $0.001 per share, issued and outstanding or held by the Corporation as treasury stock shall, automatically and without any action on the part of the respective holder thereof, be combined and converted into one share of Common Stock, par value $0.001 per share, of the Corporation. No fractional shares shall be issued and, in lieu thereof, the Corporation's transfer agent shall cancel all fractional shares and stockholders shall receive a cash payment from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale based on the fair market value of such fractional shares on the date of the filing of this amendment.
SECOND: The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be in its corporate name this 12th day of August, 2014.
INTELLICHECK MOBILISA, INC.
By: /s/ Bill White
Name: Bill White
Title: Chief Financial Officer
| 1 |
Exhibit 99.1
Intellicheck Mobilisa Appoints William P. Georges and Jack A. Davis to Its Board of Directors
Extensive Management and Law Enforcement Experience Adds Strength to Board
PORT TOWNSEND, Wash.--(BUSINESS WIRE)--
Intellicheck Mobilisa, Inc. (NYSE MKT:IDN), a global leader in identity solutions and wireless security systems, has appointed William P. Georges and Jack A. Davis, Maj. Gen. USMC, to its Board of Directors, effective immediately. This brings the total number of board members to seven.
Mr. Georges is President and CEO of The Georges Group, LLC, a provider of strategic consulting services and project management in the areas of corporate operations/ relations to both public and private entities worldwide. Prior to forming the firm, he spent nine years as senior vice president of The Century Council, a developer of programs to fight alcohol misuse, drunk driving and underage drinking. He is a retired 25-year veteran of the Albany, NY Police Department where he ultimately achieved the rank of Assistant Chief/Chief of Patrol where he was responsible for all uniformed police services. Mr. Georges is a life member of the International Association of Chiefs of Police. He serves on the Traffic Law Enforcement Committee of the Transportation Research Board of the National Academies and has been recognized by numerous organizations for his dedication to law enforcement.
Major General Davis is a proven leader in the military, law enforcement and business arenas. In a 37-year career in the United States Marine Corps, during which he rose to the rank of Major General, he commanded at every level from an infantry platoon in Vietnam to Commanding General of the 4th Marine Division. His final assignment prior to retirement was Vice Commander, Marine Corps Forces Atlantic/Deputy Commander Marine Corps Forces Europe, for which he received the Distinguished Services Medal. He also served five years in federal law enforcement before joining the North Carolina State Bureau of Investigation in 1979, retiring in 1999 with a distinguished record of service. He also established JA Davis & Associates, a frontrunner in leadership and security training development. He holds a bachelor of science degree and two master’s degrees. He previously served on the Mobilisa’s Board of Directors from October 2005 until the merger with Intellicheck in March 2008.
Michael D. Malone, Chairman of the Board, said, “William Georges and Jack Davis bring a tremendous amount of relevant experience to Intellicheck Mobilisa, and we are fortunate they have agreed to join our Board. William’s decades of experience in law enforcement and his focus on countering alcohol abuse will help us as we continue to target these markets for our products. Likewise, I am pleased to welcome Jack Davis to our Board, where we will benefit from his wide experience in the military and business worlds. We look forward to their insight and contributions as valuable members of our Board.”
About Intellicheck Mobilisa
Intellicheck Mobilisa is a leading technology company providing wireless technology and identity systems for various applications, including mobile and handheld access control and security systems for the government, military and commercial markets. Products include the Fugitive Finder system, an advanced ID card access control product currently protecting military bases and secure federal locations; ID Check, a patented technology that instantly reads, analyzes, and verifies encoded data in magnetic stripes and barcodes on government-issued IDs, designed to improve the Customer Experience for the financial, hospitality and retail sectors; barZapp™, an ID-checking mobile app that allows a user’s smartphone to check an ID card. For more information on Intellicheck Mobilisa, please visit www.icmobile.com.
Safe Harbor Statement
Certain statements in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. When used in this press release, words such as “will,” “believe,” “expect,” “anticipate,” “encouraged,” and similar expressions, as they relate to the company or its management, as well as assumptions made by and information currently available to the company’s management identify forward-looking statements. Actual results may differ materially from the information presented here. Additional information concerning forward-looking statements is contained under the heading of risk factors listed from time to time in the company’s filings with the SEC. We do not assume any obligation to update the forward-looking information.
Contact:
Dian Griesel Int'l.
Investor Relations:
Cheryl Schneider, 212-825-3210
or
Media Relations:
Enrique Briz, 212-825-3210
Exhibit 99.2
Intellicheck Mobilisa Announces Reverse Split of Common Stock
Key Step for Strengthening Shareholder Base
PORT TOWNSEND, WA – August 12, 2014 -- Intellicheck Mobilisa, Inc. (NYSE MKT:IDN), a global leader in identity solutions and wireless security systems, announced it effected a one (1) for (8) reverse split of its common stock (the “Reverse Split”) as a step toward the Company’s intention to improve the strength and quality of its shareholder base. The proposal to affect a reverse stock split was approved by the Company’s stockholders at its Special Meeting of Stockholders on August 12, 2014.
Over 84% of the Company’s outstanding shares were voted at the Special Meeting, and over 76% of the votes cast were in favor of the Reverse Split.
The Company effected the Reverse Split pursuant to an amendment of the Company’s certificate of incorporation filed today with the Secretary of State of the State of Delaware. Upon the effectiveness of the Reverse Split, each eight (8) shares of issued and outstanding common stock have been combined into one share of common stock. The Company’s common stock will begin trading on a split-adjusted basis on August 13, 2014 under a new CUSIP number (45817G201).
“We view the Reverse Split as an important step in Intellicheck Mobilisa’s corporate development as we believe it will help to improve the strength and quality of our shareholder base, and enhance our potential to appeal to investors with long-term investment time horizons that mirror the long-term vision our management team has for building shareholder value,” said Nelson Ludlow, Ph.D., President and Chief Executive Officer of Intellicheck Mobilisa. “In addition, the Reverse Split will likely provide alternatives or flexibility in relation to where our common stock is listed and traded in the future.”
As a result of the Reverse Split, the number of outstanding common shares was reduced from approximately 39.5 million to approximately 4.9 million, subject to adjustment for fractional shares.
Shareholders should direct any questions concerning the Reverse Split to their broker or the Company’s transfer agent, Continental Stock Transfer & Trust, at (212) 509-4000. Additional information regarding the Reverse Split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 7, 2014.
About Intellicheck Mobilisa
Intellicheck Mobilisa is a leading technology company providing wireless technology and identity systems for various applications, including mobile and handheld access control and security systems for the government, military and commercial markets. Products include the Fugitive Finder system, an advanced ID card access control product currently protecting military bases and secure federal locations; ID Check, a patented technology that instantly reads, analyzes, and verifies encoded data in magnetic stripes and barcodes on government-issued IDs, designed to improve the Customer Experience for the financial, hospitality and retail sectors; barZapp™, an ID-checking mobile app that allows a user’s smartphone to check an ID card. For more information on Intellicheck Mobilisa, please visit www.icmobile.com .
Safe Harbor Statement
Certain statements in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. When used in this press release, words such as “will,” “believe,” “expect,” “anticipate,” “encouraged,” and similar expressions, as they relate to the company or its management, as well as assumptions made by and information currently available to the company’s management identify forward-looking statements. Actual results may differ materially from the information presented here. Additional information concerning forward-looking statements is contained under the heading of risk factors listed from time to time in the company’s filings with the SEC. We do not assume any obligation to update the forward-looking information.
Contact:
Dian Griesel Int'l.
Investor Relations:
Cheryl Schneider, 212-825-3210
or
Media Relations:
Enrique Briz, 212-825-3210