SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
December 16, 2015
IMAGEWARE SYSTEMS, INC.
(Exact name of Registrant as specified in its Charter)
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Delaware
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001-15757
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33-0224167
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(State or other jurisdiction
of incorporation)
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(Commission File No.)
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(IRS Employer
Identification No.)
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10815 Rancho Bernardo Road, Suite 310, San Diego, California 92127
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(Address of principal executive offices)
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(858) 673-8600
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(Registrant’s Telephone Number)
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Not Applicable
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(Former name or address, if changed since last report)
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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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On December 16, 2015, ImageWare Systems, Inc. (the “
Company
”) entered into amendments to the employment agreements (the “
Amendments
”) for Messrs. S. James Miller, Jr., Wayne Wetherell and David Harding, the Company's Chairman of the Board of Directors and Chief Executive Officer, Chief Financial Officer, and Chief Technical Officer, respectively. Effective December 14, 2015, the term of each executive officer's employment agreement was extended until December 31, 2016. A copy of each of the Amendments is attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, and are 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.
See Item 1.01.
Item 9.01 Financial Statements and Exhibits.
See Exhibit Index.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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IMAGEWARE SYSTEMS, INC.
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Date: December 21, 2015
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By:
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/s/ Wayne Wetherell
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Wayne Wetherell
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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10.1
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Eight Amendment to Employment Agreement, by and between S. James Miller, Jr. and ImageWare Systems, Inc., effective December 14, 2015.
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10.2
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Third Amendment to Employment Agreement, by and between Wayne Wetherell and ImageWare Systems, Inc., effective December 14, 2015.
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10.3
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Third Amendment to Employment Agreement, by and between David E. Harding and ImageWare Systems, Inc., effective December 14, 2015.
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Exhibit 10.1
Eighth Amendment
to
Employment Agreement
This
Eighth Amendment to Employment Agreement
(the “Eighth Amendment”), is being entered into effective December 14, 2015 by and between ImageWare Systems, Inc., a Delaware corporation (the “Company”) and Mr. S. James Miller Jr. (the “Executive”).
WHEREAS
,
the Company and Executive entered into an Employment Agreement dated as of September 27, 2005 and subsequently amended on September 27, 2008, April 6, 2009, December 10, 2009, March 10, 2011, January 31, 2012, November 1, 2013 and again on January 9, 2015 (as amended, the “Employment Agreement”);
WHEREAS
, the Executive continues to perform valuable services for the Company and the Company desires to assure itself of the continuing services of Executive; and
WHEREAS
, in consideration of the foregoing and in order to amend the terms of the Agreement and to provide for the continued services of the Executive in accordance with the present intent of the Company and the Executive.
NOW THEREFORE
, in consideration of the foregoing and for other good and valuable consideration, receipt of which is hereby acknowledged, and in further consideration of the mutual covenants contained in the Employment Agreement, the parties do hereby agree that the Employment Agreement is hereby amended as follows:
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1.
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Section
“2.
Term of Agreement
”
strike the language “continue until December 31, 2015” and replace it with “continue until December 31, 2016”.
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2.
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Except as expressly amended herein, the Employment Agreement shall continue and be in full force in all respects.
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/s/ Wayne Wetherell
/s/ S. James Miller
ImageWare Systems, Inc. S. James Miller
Exhibit 10.2
Third Amendment
to
Employment Agreement
This
Second Amendment to Employment Agreement
(the “
Second Amendment
”), is being entered into effective December 14, 2015 by and between ImageWare Systems, Inc., a Delaware corporation (the “
Company
”) and Mr. Wayne Wetherell (the “
Executive
”).
WHEREAS,
the Company and Executive entered into an Employment Agreement dated as of January 1, 2013 and subsequently amended on November 1, 2013 and January 9, 2015 (as amended, the “
Employment Agreement
”);
WHEREAS
, the Executive continues to perform valuable services for the Company and the Company desires to assure itself of the continuing services of Executive; and
WHEREAS
, in consideration of the foregoing and in order to amend the terms of the Agreement and to provide for the continued services of the Executive in accordance with the present intent of the Company and the Executive.
NOW THEREFORE
, in consideration of the foregoing and for other good and valuable consideration, receipt of which is hereby acknowledged, and in further consideration of the mutual covenants contained in the Employment Agreement, the parties do hereby agree that the Employment Agreement is hereby amended as follows:
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1.
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Section
“3.
Term of Agreement
”
strike the language “continue until December 31, 2015” and replace it with “continue until December 31, 2016”.
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2.
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Except as expressly amended herein, the Employment Agreement shall continue and be in full force in all respects.
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/s/ S. James Miller
/s/ Wayne Wetherell
ImageWare Systems, Inc. Wayne Wetherell
Exhibit 10.3
Third Amendment
to
Employment Agreement
This
Second Amendment to Employment Agreement
(the “
Second Amendment
”), is being entered into effective December 14, 2015 by and between ImageWare Systems, Inc., a Delaware corporation (the “
Company
”) and Mr. David Harding (the “
Executive
”).
WHEREAS,
the Company and Executive entered into an Employment Agreement dated as of January 1, 2013 and subsequently amended on November 1, 2013 and January 9, 2015 (as amended, the “
Employment Agreement
”);
WHEREAS
, the Executive continues to perform valuable services for the Company and the Company desires to assure itself of the continuing services of Executive; and
WHEREAS
, in consideration of the foregoing and in order to amend the terms of the Agreement and to provide for the continued services of the Executive in accordance with the present intent of the Company and the Executive.
NOW THEREFORE
, in consideration of the foregoing and for other good and valuable consideration, receipt of which is hereby acknowledged, and in further consideration of the mutual covenants contained in the Employment Agreement, the parties do hereby agree that the Employment Agreement is hereby amended as follows:
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1.
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Section
“3.
Term of Agreement
”
strike the language “continue until December 31, 2015” and replace it with “continue until December 31, 2016”.
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2.
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Except as expressly amended herein, the Employment Agreement shall continue and be in full force in all respects.
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/s/ Wayne Wetherell
/s/ David Harding
ImageWare Systems, Inc. David Harding