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 7,
2021
Commission File
Number: 00115757
ImageWare
Systems, Inc.
(Exact name of
registrant as specified in its charter.)
|
Delaware
(State or other
jurisdiction of incorporation or organization)
|
330224167
(IRS Employer
Identification No.)
|
13500 Evening Creek Drive N , Suite 550, San Diego, California
92128
(Address of
principal executive offices)
858-673-8600
(Registrant's
Telephone number)
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))
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class
|
Trading
Symbol(s)
|
Name
of exchange on which registered
|
|
None
|
IWSY
|
N/A
|
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
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
January 7, 2021, ImageWare Systems, Inc. (the “Company”) entered into a letter
agreement to appoint Jay B. Lewis as the Company’s Senior
Vice President and Chief Financial Officer. A copy of the letter
agreement is attached hereto as Exhibit 10.1, and a copy of the
press release issued by the Company regarding Mr. Lewis’
appointment is attached hereto as Exhibit 99.1.
Mr.
Lewis, age 62, has
over 20 years of experience as a senior financial officer of high
growth public companies, and has raised over $300 million of
capital including public and private equity, high-yield and other
debt and executed over $400 million of M&A transactions.
Mr. Lewis previously served as the Chief Financial Officer of ID
Watchdog, Inc. from 2011 until 2017. ID Watchdog provided
subscription-based identity theft protection and resolution
services to individuals throughout the United States. Prior to the
August 2017 sale to Equifax, Inc. it was a public company traded on
the TSX Venture Exchange. As Chief Financial Officer he managed all
finance, accounting, public company reporting, investor relations,
tax matters and human resources as well as other administrative
functions. Prior to ID Watchdog, Lewis served in various senior
finance roles, including as Chief Financial Officer of Jones Media
Networks, Ltd., which owned cable television networks and the
fourth largest network radio company in the United States, and as
Vice President of Finance and Treasurer of Jones International,
Ltd., a holding company with controlling interests in cable
television and other media and technology companies. Mr. Lewis is a
Certified Public Accountant, an alumnus of EY, a Big-4 public
accounting firm, and holds a Bachelor's degree in accounting from
the University of Wyoming.
Mr.
Lewis will be paid an annual base salary of $240,000 in his
position as Chief Financial Officer. In addition to other benefits
provided to the Company’s executives, he will be issued an
option to purchase that number of shares of the Company’s
common stock equal to not less than 2% of the Company’s fully
diluted shares of common stock, determined in the discretion of the
Board of Directors, at an exercise price based on the fair market
value of the Company’s common stock on the date of grant. The
option shall vest ratably over a three-year period from the date of
grant.
There
are no family relationships between Mr. Lewis and any director or
executive officer of the Company.
Item
9.01
Financial
Statements and Exhibits
(d)
Exhibits.
Exhibit
Index
|
Exhibit
No.
|
Description
|
|
|
Letter Agreement, dated January
7, 2021
|
|
|
Press Release issued by the
Company, dated January 8, 2021.
|
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.
|
|
ImageWare Systems,
Inc.
|
|
|
|
|
|
Date: January 8,
2021
|
By:
|
/s/ Kristin
Taylor
|
|
|
|
Kristin
Taylor
|
|
|
|
Chief Executive
Officer
|
Exhibit
10.1
Mr. Jay
B. Lewis, CPA
9503
Silver Spur Lane
Highlands Ranch, CO
80130
Dear
Jay:
ImageWare Systems,
Inc. ("ImageWare" or the “Company”) is pleased to offer
you the position of Senior Vice President and Chief Financial
Officer. We would like your start date to be on Friday, January 8,
2021 and is contingent upon receipt of a satisfactory background
check and approval by our Board of Directors. Upon satisfactory
background clearance we will promptly prepare an Employment
Agreement reflecting the terms and conditions set forth
herein.
You
will be expected to perform various duties consistent with your
position, as provided to you from time-to-time by your supervisor.
ImageWare may change your position, duties, and work location from
time to time, as it deems necessary. You will report directly to me
and it is expected that you will work remote from Colorado on a
regular daily basis and will travel to the San Diego office as
requested (post travel restrictions from COVID-19).
As
compensation for your services, you will be paid $10,000
semi-monthly, less standard payroll deductions and all required
withholdings.
You
will be eligible for standard ImageWare benefits as in effect from
time to time. ImageWare provided benefits become effective the
first day of the month following date of hire. In your case,
benefits will become effective February 1, 2021. Currently,
ImageWare Systems pays 100% of the monthly premium for employee and
up to 80% for one eligible dependent enrolled in our medical plan,
and 100% of the monthly premium for employee plus one eligible
dependent for the dental and vision plans.
As
additional compensation for your services, subject to approval by
the Board of Directors, you will be awarded not less than 2% of
ImageWare’s fully diluted shares to be settled in stock
options to purchase common stock, determined in the discretion of
the Board of Directors. The exercise price shall be the fair market
value of ImageWare’s common stock on the date of grant. Any
award shall vest over a three-year period from date of grant as
determined when approved by our Board of Directors. One-third of
any grant will vest on the first anniversary following the grant
date. Thereafter, the remaining portion will vest in equal amounts
on a monthly basis over the next 24-months following the first
anniversary date. In the event of a change in control of the
Company, any award granted to you shall become fully
vested.
Once we
achieve profitability, you will be considered for an annual bonus
upon attainment of agreed upon corporate and personal objectives as
determined between you and our Chairman, President, and CEO and
approved by Company’s Board of Directors. The bonus amount
shall reflect that amount deemed typical for Chief Financial
Officers of public companies of similar size and revenue. The
framework of the bonus plan is being formulated by myself and Human
Resources.
Post
any restrictions in place due to COVID-19 pandemic, it is expected
that you will relocate to San Diego by late Spring or Summer 2021.
To help offset your moving expense, ImageWare will reimburse you up
to $15,000 of moving expenses upon submission of applicable
receipts.
If you
are terminated without "cause" you will receive as severance,
continued as semi-monthly payments, or a lump sum within ninety
(90) days of termination equal to an aggregate, of twelve (12)
months of your base pay then in effect and continued health
insurance coverage (medical, dental, and vision under COBRA
continuation), then in effect, for up to twelve (12) months
following your termination or until you secure other insurance
coverage, whichever comes first. The actual timing of payments to
be mutually agreed upon at time of such event. However, your
receipt of these severance benefits would be contingent upon you
signing a mutually acceptable release of any and all claims against
the Company arising out of or in connection with your employment
with the Company.
For
purposes of the Agreement, “Cause” shall be defined as
follows: i. an act of fraud, embezzlement, or theft in connection
with your duties or in the course of your employment with the
Company; ii. willful and gross misconduct which results in material
injury to the Company; iii. unauthorized disclosure by you of
Company trade secrets or proprietary information; iv. violation,
including a plea of nolo contendre by you of any federal, state, or
local law, ordinance, rule, or regulation (other than traffic
violations or similar offenses); v. any breach by you of corporate
fiduciary duties owed to the Company; vi. willful failure or
refusal by you to perform the duties required by your position with
the Company; vii. refusal by you to assist in litigation,
arbitration, or other disputes involving the Company so long as
such assistance does not interfere with your ability to perform the
duties of your position; or viii conviction of a felony. In the
event Company believes “Cause” exists for terminating
the Agreement pursuant to this Section, the Company shall give you
written notice of the acts or omissions under sections
“v” and “vi” above constituting
“Cause” (“Cause Notice”), and no
termination of the Agreement shall be effective unless and until
you fail to cure such acts or omissions within fifteen (15)
calendar days after receipt of the Cause Notice.
The
Company shall reimburse you for all reasonable expenses incurred in
the course of performing your duties under the Agreement which are
consistent with the Company’s policies in effect from time to
time with respect to travel, entertainment and other business
expenses, subject in all instances to the Company’s
requirements with respect to reporting and documentation of such
expenses.
You
will be granted three weeks of paid vacation per year.
As an
ImageWare employee, you will be expected to abide by ImageWare
corporate policies. As a condition of employment, you will be
required to sign and comply with the attached Employee
Nondisclosure and Invention Assignment Agreement, which among other
things, prohibits unauthorized use or disclosure of the proprietary
information of ImageWare.
Please
understand that all employees at ImageWare are considered to be "at
will employees," which means that no guarantee of employment is
made or implied. You may terminate your employment with ImageWare
at any time and for any reason whatsoever simply by notifying
ImageWare. Likewise, ImageWare may terminate your employment at any
time and for any reason whatsoever, with or without cause or
advance notice. This at-will employment relationship cannot be
changed except in writing signed by an authorized ImageWare
officer.
All
employees, with access to customer databases and information, are
required to submit to and pass a criminal background investigation.
Should an employee, whose essential functions and responsibilities
require access to such databases and information, fail to submit to
and pass a criminal background investigation that employee’s
employment will immediately terminate.
This
letter, together with your Employee Nondisclosure and Invention
Assignment Agreement, forms complete and exclusive statement of the
terms of your employment with ImageWare. The employment terms in
this letter supersede any other agreements or promises made to you
by anyone, whether oral or written. This offer is subject to
satisfactory proof of your right to work in the United States as
well as your fulfillment of all other necessary conditions required
by state or federal law.
Please
sign and date a copy of this letter no later than January
7th, to indicate your
acceptance of this offer.
When
reporting to your first day of employment, please be prepared to
provide satisfactory evidence for eligibility of employment as
required by federal law. Failure to provide satisfactory evidence
for eligibility of employment may delay your employment status with
ImageWare.
We are
looking forward to a mutually rewarding relationship and believe in
your ability to contribute to the future success of ImageWare. If
you have any questions about this offer, please do not hesitate to
call.
Sincerely,
ImageWare Systems,
Inc.
/s/ Kristin
Taylor
Kristin
Taylor
Chairman,
President, and CEO
Acknowledgement and
Acceptance:
I
hereby accept the terms of my employment with ImageWare Systems,
Inc. as set forth above and acknowledge that my employment with
ImageWare Systems, Inc. is at-will.
/s/ Jay B. Lewis
Jay B.
Lewis
Date 1/7/2021
Encl.: Employee
Nondisclosure and Invention Assignment
Agreement
ImageWare® Appoints Chief Financial Officer
San Diego (January 8, 2021) – ImageWare®
Systems, Inc. (OTCQB:
IWSY), a leader in biometric
identification and authentication, is pleased to announce the
appointment of Jay B. Lewis as Chief Financial Officer (CFO)
effective today.
Lewis brings to ImageWare more than 20 years’ experience as
the senior financial officer of high growth public companies. A
seasoned financial executive, he has raised more than $300 million
of capital in public and private equity and debt, and has executed
more than $400 million of M&A transactions.
From 2011 - 2017 Lewis served as the CFO of ID Watchdog, Inc. - a
publicly traded subscription-based identity theft protection and
resolution services provider – until its 2017 sale to
Equifax. The breadth of his responsibilities ranged from management
of all finance, accounting, public company reporting, investor
relations, tax matters, and human resources.
Prior to Watchdog, Lewis served in various senior finance roles,
including as CFO of Jones Media Networks, Ltd. (owner of cable
television networks and the fourth largest network radio company in
the U.S.) and he was Vice President of Finance and Treasurer of
Jones International, Ltd. (a holding company with controlling
interests in cable television and other media and technology
companies).
Lewis is a CPA, an alumnus of EY (formerly Ernst & Young, a
big-4 public accounting firm) and holds a Bachelor's degree in
Accounting from the University of Wyoming. Lewis will be based at
the San Diego Headquarters by the middle of 2021.
Kristin A. Taylor, Chair, President and CEO of
ImageWare, said, “We are
extremely pleased to welcome Jay to the ImageWare team. Not only
does Jay have the ideal finance and capital markets experience to
guide us through our growth trajectory and contemplated up listing
to Nasdaq, the depth of his technology and identity experience as
well as contacts in the industry, make him well suited to support
our velocity and execution plans in
2021.”
Lewis said, “I’m thrilled to be a part of
ImageWare’s journey to leverage the latest biometric
authentication technology and safeguard identities. The
Company’s vision, proven leadership team and product
strategies were just a few of the components that led me to know
that I want to commit my skills and energies, and to be part of the
team driving ImageWare’s growth and
success.”
About ImageWare® Systems,
Inc.
Founded in 1987, ImageWare provides defense-grade biometric
identification and authentication for access to your data,
products, services or facilities. We are experts in biometric
authentication and considered a preeminent patent holder of
multimodal IP, having many of the most-cited patents in the
industry. Our patented IWS Biometric
Engine® (BE) is the most
accurate and fastest biometrics matching engine in the industry,
capable of our patented fusion of multiple biometrics. Part of
our heritage is in law enforcement having built the first statewide
digital booking platform for United States local law enforcement -
and more than three decades of experience in the challenging
government sector creating biometric smart cards and logical access
for millions of individuals. We are a "biometrics first"
company, leveraging unique human characteristics to
provide unparalleled accuracy for identification
while protecting your identity. Please
visit www.iwsinc.com.
Continued
Forward-Looking Statements
Any statements contained in this document that are not historical
facts are forward-looking statements as defined in the U.S. Private
Securities Litigation Reform Act of 1995. Words such as
“anticipate,” “believe,”
“estimate,” “expect,”
“forecast,” “intend,” “may,”
“plan,” “project,” “predict,”
“if,” “should” and “will” and
similar expressions as they relate to ImageWare Systems, Inc. are
intended to identify such forward-looking statements. ImageWare may
from time to time update publicly announced projections, but it is
not obligated to do so. Any projections of future results of
operations should not be construed in any manner as a guarantee
that such results will in fact occur. These projections are subject
to change and could differ materially from final reported results.
For a discussion of such risks and uncertainties, see “Risk
Factors” in ImageWare’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2019 and its other reports filed
with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the dates on which they are made.
|
Media Contact:
Jessica Belair
ImageWare Systems, Inc.
(310) 717-0877
jbelair@iwsinc.com
|
Investor Relations:
Terri MacInnis, VP of IR
Bibicoff + MacInnis, Inc.
(818) 379-8500 x2
terri@bibimac.com
|
