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):
January 30, 2019
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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13500 Evening Creek
Drive N., Suite 550
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):
☐
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)
☐
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
1.01 Entry into a Material Definitive Agreement.
On January 30,
2019, ImageWare Systems, Inc. (the “
Company
”) entered into amendments
to the employment agreements (the “
Employment Amendments
”) for
Messrs.
S. James Miller,
Jr., the Company’s Chairman of the Board of Directors and
Chief Executive Officer,
and
David
Harding, the Company’s Chief Technical Officer, respectively.
Pursuant to the terms of the Employment Amendments, the term of
each executive officer’s employment agreement was extended
until December 31, 2019. A copy of each of the Employment
Amendments is attached to this Current Report on Form 8-K as
Exhibits 10.1 and 10.2, respectively, 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: February 1,
2019
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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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Eleventh Amendment
to Employment Agreement, by and between S. James Miller and
ImageWare Systems, Inc., dated January 30, 2019
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Sixth Amendment to
Employment Agreement, by and between David E. Harding and ImageWare
Systems, Inc., dated January 30, 2019
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Exhibit
10.1
Eleventh
Amendment
to
Employment Agreement
This
Eleventh
Amendment to Employment
Agreement
(the "Eleventh
Amendment"), is being entered into effective January 30, 2019 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,
January 9, 2015, December 14, 2015, October 20, 2016 and on
September 12, 2017 (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:
1.
Section "
2.
Term
of Agreement
” strike the
language "continue until December 31, 2018" and replace it with
"continue until December 31, 2019".
2.
Except
as expressly amended herein, the Employment Agreement shall
continue and be in full force in all respects.
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/s/ David
Carey
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/s/ S. James
Miller, Jr.
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ImageWare Systems,
Inc.
By: David Carey,
Chaiman of
Compensation
Committee on behalf of
IWS Board of
Directors
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S. James Miller,
Jr.
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