UNITED STATES
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): October 18, 2017
IMAGEWARE SYSTEMS, INC.
(Exact name of Registrant as specified in its Charter)
|
|
|
|
||||
|
Delaware |
001-15757 |
33-0224167 |
|
|||
|
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
|
|||
|
|
|
|
10815 Rancho Bernardo Road, Suite 310, San Diego, California 92127 |
|
|
(Address of principal executive offices) |
|
|
|
|
|
(858) 673-8600 |
|
|
(Registrant ’ s Telephone Number) |
|
|
|
|
|
Not Applicable |
|
|
(Former name or 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 (see General Instruction A.2. below):
¨
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
Emerging growth company. ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On October 18, 2017, ImageWare Systems, Inc. (the “ Company ” ) filed a Certificate of Elimination of Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock (the “ Preferred Shares ” ) with the Delaware Secretary of State, thereby eliminating the Preferred Shares and returning them to authorized but unissued shares of the Company ’ s preferred stock. All of the previously outstanding Preferred Shares were exchanged for the Company ’ s Series A Convertible Preferred Stock in September 2017 pursuant to Exchange Agreements, as disclosed by the Company in its Current Report on Form 8-K, dated September 19, 2017.
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.
|
|
|
|
|
|
|
|
TRACK GROUP, INC. |
|
|
|
|
|
|
|
Date: October 19, 2017 |
|
By: |
/s/ Wayne Wetherell |
|
|
|
|
Wayne Wetherell |
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
EXHIBIT INDEX
|
|
|
|
|
||
|
Exhibit Number |
|
Description |
|||
|
|
|
||||
|
3.1 |
|
Certificate of Elimination of Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock, dated October 18, 2017 |
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
CERTIFICATE OF ELIMINATION
OF THE
SERIES E CONVERTIBLE PREFERRED STOCK
SERIES F CONVERTIBLE PREFERRED STOCK
SERIES G CONVERTIBLE PREFERRED STOCK
OF
IMAGEWARE SYSTEMS INC.
Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “ DGCL ” ), it is hereby certified that:
1. The name of the corporation is ImageWare Systems Inc. (the “ Corporation ” ).
2. The designation of the series of shares of stock of the Corporation to which this certificate relates is the “ Series E Convertible Preferred Stock, ” “ Series F Convertible Preferred Stock, ” and “ Series G Convertible Preferred Stock. ”
3. Pursuant to Section 151 of the DGCL and authority granted in the certificate of incorporation of the Corporation (the “ Certificate of Incorporation ” ), the Board of Directors of the Corporation previously designated (i) Twelve Thousand (12,000) shares of preferred stock as Series E Convertible Preferred Stock, par value $0.01 per share; (ii) Two Thousand (2,000) shares of preferred stock as Series F Convertible Preferred Stock, par value $0.01 per share; and (iii) Six Thousand, One Hundred, Twenty (6,120) shares of preferred stock as Series G Convertible Preferred Stock, par value $0.01 per share (together, the “ Preferred Shares ” ), and established the voting powers, designations, preferences, and the relative, participating, optional, or other rights, and the qualifications, limitations, and restrictions of such series as set forth in the Certificates of Designations of the Rights, Preferences, Privileges and Limitations of the Preferred Shares (the “ Preferred Shares Certificates of Designations ” ), with respect to such Preferred Shares, which Preferred Shares Certificates of Designations have been heretofore filed with the Secretary of State of the State of Delaware. None of the authorized shares of the Preferred Shares are currently outstanding and none will be issued subject to the Preferred Shares Certificates of Designations.
4. The Board of Directors of the Corporation has duly adopted the following resolutions, which resolutions remain in full force and effect as of the date hereof:
RESOLVED , that none of the authorized shares of the Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock of ImageWare Systems Inc. (the “ Corporation ” ) (together, the “ Preferred Shares ” ) are outstanding, and that none will be issued subject to the Certificates of Designations of the Rights, Preferences, Privileges and Limitations of the Preferred Shares (the “ Preferred Shares Certificates of Designations ” );
FURTHER RESOLVED , that pursuant to the authority conferred on the Board of Directors by the provisions of Section 151 of the DGCL, the Board of Directors hereby eliminates the Preferred Shares;
FURTHER RESOLVED, that the proper officers of the Corporation, or any one or more of them, are hereby authorized, in the name and on behalf of the Corporation, pursuant to Section 151(g) of the DGCL, to execute and file a Certificate of Elimination of the Preferred Shares of the Corporation with the Secretary of State of the State of Delaware, which shall have the effect, when filed with the Secretary of State of the State of Delaware, of eliminating from the Certificate of Incorporation all matters set forth in the Preferred Shares Certificates of Designations with respect to such Preferred Shares; and
FURTHER RESOLVED, that in accordance with the provisions of Section 151 of the DGCL, the Certificate of Incorporation is hereby amended to eliminate all references to the Preferred Shares, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the preferred stock of the Corporation, without designation as to series.
Date: October 18, 2017
IMAGEWARE SYSTEMS INC.
By: /s/ Wayne Wetherell
Wayne Wetherell
Chief Financial Officer