UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ImageWare Systems, Inc.
(Name of Registrant as Specified In Itsin its Charter)
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10815 Rancho Bernardo Rd., Suite 310
San Diego, CA 92127
Tel. (858) 673-8600
Fax (858) 673-1770
NOTICE OF CONSENT SOLICITATION
July 1, 2014January 3, 2018
Dear ImageWare Systems, Inc. Stockholder:
The Board of Directors of ImageWare Systems, Inc., a Delaware corporation (the “Company” or “we”), is writing to solicit your consent on behalf of the Company to approve (i) an amendment to our Certificate of Incorporation, as amended (the “Charter”), to increase the number of shares of common stock, par value $0.01 per share (“Common Stock”), authorized under the Charter from 150.0 million shares to 175.0 million shares (the “Charter Amendment”); and (ii) an amendment to the Company’s 1999 Stock Option Plan (the “1999 Plan”) to increase the number of shares authorized for issuance thereunder from approximately 4.06.2 million to approximately 7.0 million.8.2 million (the “PlanAmendment,” and, together with the Charter Amendment, the “Proposals”).
The Company's Board of Directors (the “Board”) unanimously approved the Charter Amendment on May 19, 2014.November 14, 2017, and the Plan Amendment on January 9, 2017. Details of the Amendmentboth Proposals are more fully discusseddescribed in the attached Consent Solicitation Statement.
In order to save the expense associated with holding a special meeting of the Company’s stockholders, the Board of Directors has elected to obtain stockholder approval of the Proposals by written consent (“Written Consent”) of the Amendment pursuant to Section 228(b) of the Delaware General Corporation Law, rather than by calling a meeting of stockholders. The close of business on June 20, 2014 (the “December Record Date19”), 2017 has been fixed as the Record Daterecord date for the determination of holders of shares of our common stock,Common Stock, shares of our Series A Convertible Preferred Stock, par value $0.01 per share (“Common StockSeries A Preferred”), and our Series B Convertible Preferred Stock, par value $0.01 per share (“Series B Preferred”), entitled to receive notice of, and the discretion to approve the Amendment.Proposals.
This solicitation is being made on the terms and subject to the conditions set forth in the accompanying Consent Solicitation Statement and form of Written Consent.Statement. To be counted, your properly completed Written Consent, a form of which is attached to the accompanying Consent Solicitation Statement, must be received before 5:00 p.m. Pacific Time, on August 22, 2014March 2, 2018 (the “Expiration Date”), subject to early termination of, the Consent Solicitation, or extension of the Expiration Date at the discretion of our Board of Directors.
Failure to submit the Written Consent by any stockholder of record as of the Record Date will have the same effect as a vote against the Amendment.Proposals. We recommend that all stockholders consent to the AmendmentProposals by marking the box entitledtitled “FOR” with respect to the AmendmentProposals and submitting the Written Consent by one of the methods set forth in the attached form of Written Consent. If you sign and send in the Written Consent form but do not indicate how you want to vote as to the Amendment,Proposals, your consent form will be treated as a consent “FOR” the Amendment.Proposals.
Please return the enclosed written consent to us no later than 5:00 p.m., Pacific Time, on August 22, 2014March 2, 2018 via facsimile to (858) 673-1770, via email to wgw@iwsinc.com, or mail to:
ImageWare Systems, Inc.
Attn: Wayne Wetherell, Corporate Secretary
10815 Rancho Bernardo Road, Suite 310
San Diego, CA 92127
By order of the Board of Directors,
/s/ S. James Miller Jr.
S. James Miller Jr.
Chief Executive Officer, Chairman and Chairman
Director
10815 Rancho Bernardo Rd., Suite 310
San Diego, CA 92127
Tel. (858) 673-8600
Fax (858) 673-1770
CONSENT SOLICITATION STATEMENT
This Consent Solicitation Statement is being furnished in connection with the solicitation of written consents of the stockholders of ImageWare Systems, Inc., a Delaware corporation (the “Company,”, “us,”, “we” or “our”), to approve an amendment (thefor approval of the following actions (together, the “AmendmentProposals”) to the Company’s 1999 Stock Option Plan (the “1999 Plan”) to increase the number of shares authorized for issuance thereunder from approximately 4.0 million to approximately 7.0 million.:
| 1. | An amendment to our Certificate of Incorporation, as amended (the “Charter”), to increase the number of shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), authorized thereunder from 150.0 million to 175.0 million (the “Charter Amendment”); and |
| 2. | An amendment to our 1999 Stock Award Plan (the “1999 Plan”) to increase in the number of shares of Common Stock available for issuance from approximately 6.2 million shares to approximately 8.2 million shares (the “Plan Amendment”). |
Our Board of Directors choose(the “Board”) has elected to seek stockholder approval of the AmendmentProposals by written consent ("(“Written Consent"”), rather than calling a special meeting of stockholders, in order to eliminate the costs and management time involved in holding a special meeting. Written Consents are being solicited from all of our stockholders of record as December 19, 2017, the record date set in connection with this Consent Solicitation Statement (the “Record Date”), pursuant to Section 228(b) of the Delaware General Corporation Law and Section 2.11 of our Bylaws.Amended and Restated Bylaws (the “Bylaws”).
Who May Consent
This Consent Solicitation Statement and attached form of Written Consent are being mailed to eligible stockholdersholders of our Common Stock, Series A Convertible Preferred Stock (“Series A Preferred”) and Series B Convertible Redeemable Stock (“Series B Preferred”) as of the Record Date on or about July 1, 2014.December 19
On June 20, 2014,, 2017. As of the record date for the determination of stockholders entitled to act with respect to this Consent Solicitation (the “Record Date,”), we had 92,431,144(i) 93,651,814 shares of common stock, par value $0.01 per share (“Common Stock,”), and (ii) 31,021 shares of Series A Preferred, (iii) 239,400 shares of Series B Preferred Stock, par value $0.01 per share (“Series B Preferred”), outstanding, each of which are entitled to act with respect to this Consent Solicitation. Each holder of Common Stock is entitled to one vote per share of Common Stock held, and, subject to certain limitations set forth in our Certificate of Incorporation, each holder of Series B Preferred is entitled to one vote per share of Common Stock issuable upon conversion of shares of Series B Preferred held on the Record Date. As of the Record Date, outstanding shares represented 92,478,991120,671,980 votes, consisting of 92,431,14493,651,814 attributable to Common Stock, 26,974,783 attributable to Series A Preferred, and 47,84745,384 attributable to Series B Preferred.
Stockholders who wish to consent to the AmendmentProposals must return the attached form of Written Consent either by mail, facsimile or email on or before 5:00 p.m. Pacific Time on August 22, 2014March 2, 2018 (the “Expiration Date”). The Company expressly reserves the right, in its sole discretion and regardless of whether any of the conditions of the Consent Solicitation have been satisfied, subject to applicable law, at any time prior to Expiration Date to (i) terminate the Consent Solicitation for any reason, including if the consent of stockholders holding amajority of the Company’s outstanding shares has been received,received; (ii) waive any of the conditions to the Consent Solicitation,Solicitation; or (iii) amend the terms of the Consent Solicitation.
Stockholders who wish to consent must deliver their properly completed and executed Written Consents to the Corporate Secretary of the Company in accordance with the instructions set forth in the attached form of Written Consent. The Company reserves the right (but is not obligated) to accept any Written Consent received by any other reasonable means or in any form that reasonably evidences the giving of consent to the approval of the Amendment.
IF YOU HOLD YOUR STOCK IN “STREET NAME”,NAME,” YOU MUST INSTRUCT YOUR BROKER OR NOMINEE TO APPROVE THE AMENDMENT.PROPOSALS. IF YOU FAIL TO DO SO, YOUR BROKER OR NOMINEE MAY NOT RETURN THE WRITTEN CONSENT. Any beneficial owner of the Company who is not a record holder must arrange with the person who is the record holder or such record holder’s assignee or nominee to: (i) execute and deliver a Written Consent on behalf of such beneficial owner; or (ii) deliver a proxy so that such beneficial owner can execute and deliver a Written Consent on its own behalf.
Requests for copies of this Consent Solicitation Statement should be directed to ImageWare Systems, Inc. at the address or telephone number set forth above.
We will act as tabulation agent for this Consent Solicitation Statement. If you have any questions regarding your form of Written Consent, please contact us directly at (858) 673-8600 (ext. 390).673-8600.
Consent Required
Stockholder approval of the AmendmentProposals will be effective upon receipt by us of affirmative Written Consents, not previously revoked, representing at least 46,239,497 shares,60,335,991 votes, or a majority of the shares of Common Stock and Series B Preferredvotes that may be cast by our issued and outstanding voting securities as of the Record Date and entitled to consent to the approval of the Amendment.Date. Accordingly, abstentions from submitting your Written Consent will have the same effect of disapproving the Amendment.
Proposals.
Revocation of Consents
You may withdraw or change you Written Consent at any time prior to the Expiration Date by submitting a written notice of revocation to the Company’s Corporate Secretary at the address set forth above. A notice of revocation or withdrawal must specify the record stockholder’s name and the number of shares being withdrawn. After the Expiration Date, all written consents previously executed and delivered and not revoked will become irrevocable.
Absence of Appraisal Rights
Stockholders who abstain from consenting to the approval of the Amendment,Proposals, or who withhold consent of the Amendment,Proposals, do not have the right to an appraisal of their shares of Common Stock, orSeries A Preferred, Series B Preferred (shares of Series A Preferred and Series B Preferred are collectively referred to herein as “Preferred Stock”) or any similar dissenters’ rights under the Delaware General Corporation Law, our Certificate of IncorporationCharter or our Bylaws.
Expenses of this Solicitation
This solicitation is being made by the Company’sour Board of Directors and the Companymanagement, and we will bear the entire cost of the solicitation, including preparation, printing and mailing costs. Written Consents will be solicited principally through the mail, but our directors, officers and employees may solicit Written Consents personally, by phone or by e-mail. Arrangements will be made with brokerage firms and other custodians, nominees and fiduciaries to forward these consent solicitation materials to stockholders whose shares of Common Stock or Preferred Stock are held of record by such entities, and we will reimburse sucksuch brokerage firms, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection herewith. In addition, we may pay for and utilize the services of individuals or companies we do not regularly employ in connection with this consent solicitation, if management determines it advisable.
PROPOSALS TO BE ACTED UPON BY STOCKHOLDERS:
PROPOSAL NO. 1
AMENDMENT OF OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK
General
Our Charter currently authorizes a total of 150.0 million shares of Common Stock for issuance. On November 14, 2017, our Board of Directors (the “Board”) unanimously adopted resolutions approving, subject to approval by our stockholders, an amendment to our Charter to increase the number of authorized shares of Common Stock from 150.0 million shares to 175.0 million shares, a 25.0 million share increase. This increase in the number of authorized shares of Common Stock will become effective upon filing the Charter Amendment with the Delaware Division of Corporations.
The Charter Amendment will not change the total number of authorized shares of preferred stock, par value $0.01 per share, currently authorized for issuance by our Charter. Our Board determined that the Charter Amendment is advisable and in the best interests of the Company and our stockholders and directed that it be submitted to our stockholders for approval.
If Proposal No. 1 is approved, our Charter will be amended to reflect the 25.0 million share increase in the number of authorized shares of our authorized Common Stock. We expect to file the Charter Amendment with the State of Delaware as soon as practicable after receiving Written Consents representing a majority of our outstanding voting securities. The proposed Charter Amendment is attached to this Consent Solicitation Statement as Appendix A.
Purpose of and Rationale for Proposed Certificate Amendment
The objective of the Charter Amendment is to ensure we have a sufficient number of shares authorized for future issuances, including conversion of our outstanding derivative securities. As of December 19, 2017, there were approximately 93,651,814 shares of Common Stock issued and outstanding, and another 38,098,085 shares required to be issued under our incentive plans, common stock purchase warrants, outstanding shares of Preferred Stock, convertible promissory notes and other written agreements. Specifically, as of December 19, 2017:
| ● | 93,651,814 shares of our Common Stock were issued and outstanding; |
| ● | 27,020,166 shares of our Common Stock were reserved for issuances upon conversion of our Preferred Stock; |
| ● | 4,800,000 shares of our Common Stock were reserved for issuance upon conversion of outstanding convertible promissory notes; |
| ● | 6,124,843 shares of our Common Stock are required to be issued upon exercise of outstanding options issued under the 1999 Plan; and |
| ● | 150,000 shares of our Common Stock are required to be issued upon exercise of outstanding common stock purchase warrants and other written agreements. |
To allow for the conversion of all of our outstanding derivative securities, and to provide the Company with the flexibility to issue shares in connection with future financings and strategic acquisitions, debt restructurings or resolutions, equity compensation and incentives to employees and officers and other corporate purposes, our Board believes the number of shares of Common Stock available for issuance should be increased in order avoid the delay and expense associated with obtaining special stockholder approval each time an opportunity requiring the issuance of shares of Common Stock arises. Such a delay might deny us the flexibility that the Board views as important in facilitating the effective use of our securities.
In addition to shares of Common Stock issuable upon conversion or exercise of our outstanding derivative securities, we may desire to issue and sell shares of our Common Stock in capital raising transactions to fund our working capital requirements. These financings are often conducted at a discount to the prevailing market price of our Common Stock. The last reported sales price of our Common Stock was $1.95 per share on January 2, 2018, as reported on the OTCQB Marketplace. As a result, any financing that involves the issuance of shares of Common Stock or securities convertible into Common Stock, even at prices that are at or above the prevailing market price, may require that a substantial number of shares of Common Stock be available for issuance. These financing transactions may also result in substantial dilution to the Company’s existing stockholders. Financing transactions may not be available on terms favorable to the Company, or at all, but the Board of Directors believes that the Company should have sufficient shares of Common Stock available for issuance in the event that the issuance of shares of Common Stock is desirable and in the best interests of stockholders. Although the Company will seek additional sources of working capital, the Company currently does not have any commitments, arrangements, understandings or agreements, written or oral, regarding the issuance of additional shares of Common Stock.
Although the Company has no present obligations to issue additional shares of Common Stock (except in connection with our outstanding derivative securities), our Board believes that it is prudent to increase the number of authorized shares of Common Stock from 150.0 million to 175.0 million in order to have a sufficient number of shares of Common Stock to meet our business and financing needs. In the event this Proposal No. 1 is not approved, we will be required to consider the issuance of additional shares of Preferred Stock or other securities to address our financing requirements, and/or negotiate a restructuring of our outstanding derivative securities, which may on terms less favorable to stockholders than the terms that may be available is we had sufficient authorized shares of Common Stock available.
Effect of Proposed Certificate Amendment
The increase of our authorized shares of Common Stock will not have any immediate effect on the rights of existing stockholders. If the stockholders approve the proposed Charter Amendment and our Charter is amended, our Board may cause the issuance of additional shares of Common Stock (up to the new total number of authorized shares of Common Stock) without further vote of our stockholders, except as provided under the Delaware General Corporation Law or to the extent the Company chooses to comply with any limiting rules of any securities exchange or quotation system on which shares of Common Stock are then listed or traded. Current holders of Common Stock do not have preemptive or similar rights, which means that current stockholders do not have a right to purchase any new issue of capital stock of the Company in order to maintain their proportionate ownership. The issuance of additional shares of Common Stock may have a dilutive effect on earnings per share and on the equity and voting power of existing holders of our Common Stock. It may also adversely affect the market price of our Common Stock. However, in the event additional shares are issued in transactions that position us to take advantage of favorable business opportunities or provide working capital sufficient to allow us to pursue and/or expand our business plan, the market price of our Common Stock may increase.
This proposed Charter Amendment will not otherwise alter or modify the rights, preferences, privileges or restrictions of outstanding shares of our Common Stock.
Anti-Takeover Effects
Although the proposed Charter Amendment is not motivated by anti-takeover concerns and is not considered by the Board to be an anti-takeover measure, the availability of additional authorized shares of Common Stock could enable our Board to issue shares defensively in response to a takeover attempt or to make an attempt to gain control of the Company more difficult or time-consuming. For example, shares of Common Stock could be issued to purchasers who might side with management in opposing a takeover bid which our Board determines is not in the best interests of the Company and its stockholders, thus diluting the ownership and voting rights of the person seeking to obtain control of the Company. In certain circumstances, issuance of shares of our Common Stock without further action by the stockholders may have the effect of delaying or preventing a change of control of the Company, may discourage bids for the Company’s Common Stock at a premium over the market price of the Common Stock, and may adversely affect the market price of the Common Stock. Thus, increasing the authorized number of shares of our Common Stock could render more difficult and less likely a hostile merger, tender offer or proxy contest, assumption of control by a holder of a large block of our stock, and the possible removal of our incumbent management. We are not aware of any proposed attempt to take over the Company or of any attempt to acquire a large block of our Common Stock.
Approvals Required
The affirmative written consent of the holders of a majority of our outstanding voting securities is required to approve this Proposal No. 1.
Our Board of Directors recommends that stockholders sign and return Written Consents for the approval of an amendment of our Charter to increase the authorized number of shares of Common Stock thereunder from 150.0 million shares to 175.0 million shares.
PROPOSAL TO BE ACTED UPON BY STOCKHOLDERS:NO. 2
AMENDMENT TO OUR 1999 STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER FROM 4.0BY 2.0 MILLION TO 7.0 MILLIONSHARES
Proposal
ProposalOn January 9, 2017, our Board
The Board of Directors of the Company unanimously approved of the Amendmentamendment to the 1999 Plan, on May 19, 2014, subject to stockholder approval, to increase the number of shares of Common Stock reserved for issuance under the 1999 Planthereunder by an aggregate of 3.02.0 million shares, from approximately 4.06.2 million shares to a new total of approximately 7.08.2 million shares. 3,695,0826,124,843 shares of our Common Stock are currently reserved for issuance under the 1999 Plan upon exercise of outstanding options. As a result, the Company haswe currently have only 26,68273,934 shares available for issuance upon exercise ofas stock options or other awards under the 1999 Plan. The proposed Plan Amendment will allow the Company to maintain a sufficient pool of available shares for future grants under the 1999 Plan.
The 1999 Plan allowswas adopted by our Board on December 17, 1999. Under the Companyterms of the 1999 Plan, we could, originally, issue up to issue350,000 non-qualified or incentive stock options to purchase shares of Common Stock. During the year ended December 31, 2014, we subsequently amended and restated the 1999 Plan to increase the number of shares of Common Stock reserved for issuance to approximately 7.0 million shares.
The 1999 Plan provides for the issuance of stock based awards to attract and retain the services of executives and other key employees. Keeping a proportionate number of shares available for issuance under the 1999 Plan in relation to our issued and outstanding shares of Common Stock provides the ability and flexibility to present compensation packages which compare favorably with those offered by other companies. Accordingly,As only 73,934 shares are currently available for issuance under the 1999 Plan, our Board of Directors voted unanimously to adopt the Plan Amendment providingto provide for an additional 3.02.0 million shares of Common Stock available for future grants under the 1999 Plan. The Company doesWe do not have plans, commitments, arrangements, understandings, or agreements, either written or oral, regarding the issuance of options or Common Stock pursuant to the 1999 Plan subsequent to the effectiveness of the Plan Amendment.
Set forth below is a summary of the 1999 Plan, but this summary is qualified in its entirety by reference to the full text of the 1999 Plan filed as Appendix B to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) November 21, 2007. Any stockholder who wishes to obtain a copy of the 1999 Plan may do so by written request to ImageWare Systems, Inc., 10815 Rancho Bernardo Road, Suite 310, San Diego, California 92127, Attention: Mr. Wayne Wetherell, Chief Financial Officer.
Material Terms of the 1999 Plan
PurposePurpose.. The primary purpose of the 1999 Plan is to attract and retain the best available personnel in order to promote the success of our business and to facilitate the ownership of our Common Stock by employees and others who provide services to us.
Administration.Administration. Our Board of Directors administers the 1999 Plan, provided that the Board may delegate such administration to the Compensation Committee.
Eligibility.Eligibility. Under the 1999 Plan, awards may be granted to employees, officers, directors, or consultants, as provided in the 1999 Plan.
Terms of Grants.Grants. The term of each award granted under the 1999 Plan will be contained in a stock option or other agreement between the recipient and us, and such terms will be determined by the Board of Directors consistent with the provisions of the 1999 Plan, including the following:
| ● | Purchase Price.Price. The purchase price of the Common Stock subject to each incentive stock award will not be less than the fair market value (as set forth in the 1999 Plan), or in the case of the grant of an incentive stock award to a principal stockholder, not less that 100% of fair market value of such Common Stock at the time such award is granted. |
| ● | Vesting.Vesting. The dates on which each award (or portion thereof) will vest and the conditions precedent to such vesting, if any, will be fixed by the Board of Directors, in its discretion, at the time such award is granted.
|
| ● | Transferability.Transferability. No award will be transferable, except by will or the laws of descent and distribution, and any award or rights that may vestbe exercisable shall be exercised during the lifetime of the recipient only by such recipient.the recipient or his or her guardian or legal representative. No award granted under the 1999 Plan shall be subject to execution, attachment, or other process. |
| ● | Award Adjustments.Adjustments. In the event of any change in the outstanding stock by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, or similar event, the Board of Directors, or a committee delegated by the committeeBoard to administer the 1999 Plan, may adjust proportionally (a) the number of shares of Common Stock (i) reserved under the 1999 Plan, (ii) available for Incentive Stock Options and Nonstatutory Options (as such terms are defined in the 1999 Plan), and (iii) covered by outstanding stock awards or restricted stock purchase offers; (b) the stock prices related to outstanding grants; and (c) the appropriate fair market value and other price determinations for such grants. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board of Directors or the Compensation Committee will be authorized to issue or assume stock options, whether or not in a transaction to which Section 424(a) of the Internal Revenue Codeof 1986(“Code”) applies, and other grants by means of substitution of new grant agreements for previously issued grants or an assumption of previously issued grants. |
| ● | Termination, Modification and Amendment.Amendment. The Board may, insofar as permitted by law, from time to time, suspend or terminate the 1999 Plan or revise or amend it in any respect whatsoever, except that without the approval of the stockholders, no such revision or amendment may (i) increase the number of shares subject to the 1999 Plan,Plan; (ii) decrease the price at which grants may be granted,granted; (iii) materially increase the benefits to participants,participants; or (iv) change the class of persons eligible to receive grants under the 1999 Plan; provided, however, no such action may alter or impair the rights and obligations under any option, or stock award, or restricted stock purchase offer outstanding as of the date thereof without the written consent of the participant. |
U.S. Federal Income Tax Consequences
Under the 1999 Plan, stock options may be granted which are intended to qualify as Incentive Stock Options under Section 422 of the Internal Revenue Code, of 1986, or which are not intended to qualify as Incentive Stock Options. In addition, direct grants of stock or restricted stock may be awarded. Accordingly, the 1999 Plan is, in part, is a qualified plan for Federal income tax purposes. As such, the Company is entitled to (a) withhold and deduct from future wages of any participant, or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state and local withholding and employment-related tax requirements attributable to an Incentive Stock Option, including, without limitation, the grant, exercise or vesting of, or payment of dividends with respect to, an Incentive Stock Option or a disqualifying disposition of stock received upon exercise of an Incentive Stock Option, or (b) require the participant promptly to remit the amount of such withholding to the Company before taking any action, including issuing any shares of Common Stock, with respect to an Incentive Stock Option.
Plan Benefits
Participation in the 1999 Plan is entirely within the discretion of the Compensation Committee of our Board of Directors. Because we cannot predict the rate at which the Compensation Committee or Board of Directors will make awards to participants or the terms of any award granted under the 1999 Plan, it is not possible to determine the number of shares that will be purchased or the value of benefits that may be obtained by executive officers and other employees under the 1999 Plan in the event stockholders approve the Plan Amendment. Alternatively, the following table sets forth information with respect to the awards granted under the 1999 Plan to the Company's executive officers, the Company's directors (excluding any executive officer that is also a director), and the Company's employees (excluding the Company's executive officers) during the fiscal year ended December 31, 2013.
2016, our most recently completed fiscal year.
Awards Issued Under the
1999 Stock Option Plan
During the Fiscal Year Ended December 31, 2013
2016| Name and Position | | Dollar Value ($)(1) | | | Number of Shares Granted | |
S. James Miller, Jr. Chief Executive Officer and Chairman | | $ | 199,000 | | | | 200,000 | |
| | | | | | | | | |
Wayne Wetherell Senior Vice President, Chief Financial Officer, Secretary, and Treasurer | | $ | 13,300 | | | | 10,000 | |
| | | | | | | | | |
David Harding Vice President and Chief Technical Officer | | $ | 165,750 | | | | 175,000 | |
| | | | | | | | | |
| Chuck AuBuchon | | $ | 72,900 | | | | 80,000 | |
| Vice President Business Development | | | | | | | | |
| | | | | | | | | |
| Executive Group | | $ | 450,950 | | | | 465,000 | |
| | | | | | | | | |
| Non-Executive Director Group | | $ | 397,320 | | | | 264,000 | |
| | | | | | | | | |
| Non-Executive Officer Employee Group | | $ | 215,622 | | | | 224,162 | |
| | | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) (1) | Grant Date Fair Value of Stock and Option Awards ($) (2) |
| S. James Miller, Jr. | 09/20/2016 | 300,000 | $1.37 | $249,424 |
| Wayne G. Wetherell | 09/20/2016 | 75,000 | $1.37 | $62,356 |
| David Harding | 09/20/2016 | 300,000 | $1.37 | $249,424 |
| Robert Brown | 09/20/2016 | 75,000 | $1.37 | $62,356 |
| (1) | The amounts reflect
| Each option was granted at an exercise price equal to the fair market value of our Common Stock on the grants made in 2013grant date which was equal to the closing price of a share of our Common Stock, as reported by the OTCQB Marketplace, on the date of each grant. For determining |
| (2) | | The amounts reflect the grant date fair value, we have elected to use the Black-Scholes option-pricing model, which incorporates various assumptions including volatility, expected life, and interest rates. We are required to make various assumptions in the application of the Black-Scholes option-pricing model and have determined that the best measure of expected volatility is based on the historical weekly volatility of our Common Stock. Historical volatility factors utilized in our Black-Scholes computations range from 78% to 144%. We have elected to estimate the expected life of an award based upon the SEC approved “simplified method” noted underaccordance with the provisions of Staff Accounting Bulletin No. 110. The expected termASC 718. Assumptions used byin the Company duringcalculation of these amounts are included in Note 2 of the yearsConsolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2013 was 5.9 years. The difference between the actual historical expected life and the simplified method was immaterial. The interest rate used is the risk free interest rate and is based upon U.S. Treasury rates appropriate for the expected term. Interest rates used in the Company’s Black-Scholes calculations for the years ended December 31, 2013 was 2.6%. Dividend yield is zero, as we do not expect to declare any dividends on our Common Stock in the foreseeable future.2016. |
Equity Compensation Plan Information
The following table sets forth additionalprovides information with respect to the shares of Common Stock that may be issued upon the exercise of options and other rights under each of our existing equity compensation plans, including the 1999 Plan, as of December 31, 2013. The information includes the number of shares covered2016 regarding equity compensation plans approved by our security holders and the weighted average exercise price of, outstanding options and other rights and the number of shares remaining available for future grants, excluding the shares to be issued upon exercise of outstanding options and other rights.
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | Weighted- average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) | |
| | (a) | | (b) | | | (c) | |
| Equity compensation plans approved by security holders: | | | | | | | |
| 1999 Stock Award Plan | 3,759,911 | | $ | 0.93 | | | | 24,434 | |
| | | | | | | | | | |
| Equity compensation plans not approved by security holders: | | | | | | | | | |
| 2001 Equity Incentive Plan | 23,500 | | $ | 2.50 | | | | — | |
| | | | | | | | | | |
| Total | 3,783,411 | | $ | 0.94 | | | | 24,434 | |
Description of Equity Compensation Plans
1999 Stock Option Planequity compensation plans that have not been approved by our security holders:
Please see “Material Terms of the 1999 Plan” above for a description of the 1999 Plan.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- Average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column) (a) |
| | | | |
| Equity compensation plans approved by security holders: | | | |
| 1999 Stock Award Plan, as amended and restated | 6,506,843 | $1.21 | 55,938 |
| | | | |
| Total | 6,506,843 | $1.21 | 55,938 |
2001 Equity Incentive Plan
On September 12, 2001, our Board of Directors adopted the 2001 Equity Incentive Plan (the “2001 Plan”). Under the terms of the 2001 Plan, we may issue stock awards to our employees, directors and consultants, and such stock awards may be given as non-statutory stock options (options not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code), stock bonuses, and rights to acquire restricted stock. The number of options issued and outstanding and the number of options remaining available for future issuance are shown in the table above.
The 2001 Plan is administered by the Board of Directors, or a committee of the Board of Directors as provided in the 2001 Plan. The exercise price of options granted under the 2001 Plan shall not be less than 85% of the market value of our Common Stock on the date of the grant, and, in some cases, may not be less than 110% of such fair market value. The term of options granted under the 2001 Plan as well as their vesting is determined by the Board of Directors and to date, options have been granted with a ten-year term and vesting over a three-year period. While the Board of Directors may suspend or terminate the 2001 Plan at any time, if not terminated earlier, it will terminate on the day before its tenth anniversary of the date of adoption. Currently, the Board of Directors has determined not to issue any future awards under the 2001 Plan.
Required Approval
We must receive affirmative Written Consents approving the Plan Amendment not previously revoked, representing at least 46,239,49760,335,991 votes, or a majority of the shares of Common Stock and Series B Preferred issued andour outstanding voting securities as of the Record Date and entitled to consent to the Amendment. Accordingly, abstentions from submitting your Written Consent will have the effect of a vote “AGAINST” the Amendment.Date.
Board of Directors Recommendation
TheOur Board of Directors recommends that you mark the box entitled “FOR”stockholders sign and return Written Consents for the approval of the Plan Amendment to the Company’s 1999 Stock Option Plan to provide for the issuance of an additional 3.02.0 million shares of Common Stock under theour 1999 Plan.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of June 20, 2014,December 14, 2017, we had twothree classes of voting stock outstanding: (i) Common Stock; (ii) our Series A Preferred; and (ii) the(iii) our Series B Preferred. The following tables sets forth information regarding shares of Series A Preferred, Series B Preferred, and Common Stock beneficially owned as of June 20, 2014December 14, 2017 by:
(i)
Each of our officers and directors;
(i) | Each of our officers and directors; |
| All officer and directors as a group; and |
(iii) | Each person known by us to beneficially own five percent or more of the outstanding shares of our Common Stock and Series B Preferred. Percent ownership is calculated based on 239,400 shares of Series B Preferred and 92,431,144 shares Common Stock outstanding at June 20, 2014. |
All officer and directors as a group; and
(iii)
Each person known by us to beneficially own five percent or more of the outstanding shares of our Common Stock, Series A Preferred, and Series B. Percent ownership is calculated based on 31,021 shares of Series A Preferred, 389,400 shares of Series B Preferred and 93,651,814 shares Common Stock outstanding at December 14, 2017.
Unless otherwise noted, the addresses of the individuals listed below are 10815 Rancho Bernardo Road, Suite 310, San Diego, California 92127.
Beneficial Ownership of Series BA Preferred
Name, Address and Title (if applicable) | | Series B Convertible Preferred Stock | | % Ownership of Class (1) |
| | | | | |
| | | | | | |
| | | | | |
| | | | | | |
| | | | | |
| | | | | | |
| | | | | |
| Name, Address and Title (if applicable) | Series A Convertible Preferred Stock (2) | |
| | | |
Directors and Named Executive Officers: (1) | | |
| | | |
| S. James Miller, Jr., Chairman, Chief Executive Officer | 100 | * |
Neal I. Goldman, Director (3) | 3,133 | 9.5% |
| Robert T. ClutterBuck, Director | 2,148 | 6.9% |
| Charles Frischer, Director | 3,105 | 9.4% |
| Wayne Wetherell, SVP of Administration, Chief Financial Officer, Secretary | 25 | * |
| | | |
| Total beneficial ownership of directors and officers as a group (13 persons): | 8,511 | 27.4% |
5% Stockholders: | | |
| CF Special Situation Fund I, LP | 5,605 | 18.1% |
| CAP 1 LLC | 2,000 | 6.1% |
* less than 1%
(1) (2) | Each of the Company’s officers and directors who do not hold shares of Series A Preferred were excluded from this table. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. |
Beneficial Ownership of Series B Preferred
Name, Address and Title (if applicable) (1) | Series B Convertible Preferred Stock (2) | |
| Darrelyn Carpenter | 28,000 | 12% |
| Frederick C. Orton | 20,000 | 8% |
| Howard Harrison | 20,000 | 8% |
| Wesley Hampton | 16,000 | 7% |
(1) (2) | Each of the Company’s officers and directors who do not hold shares of Series A Preferred were excluded from this table. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. |
Beneficial Ownership of Common StockStock
| Name and Address | | Number of Shares (1) | | Percent of Class (2) | |
| | | | | | | |
| Directors and Named Executive Officers: | | | | | | |
| | | | | | | |
S. James Miller, Jr. (3) | | 1,777,576 | | | 1.9% | |
| Chairman, Chief Executive Officer | | | | | | |
| | | | | | | |
David Carey (4) | | 101,002 | | | | * |
| Director | | | | | | |
| | | | | | | |
G. Steve Hamm (5) | | 116,088 | | | | * |
| Director | | | | | | |
| | | | | | | |
David Loesch (6) | | 146,681 | | | | * |
| Director | | | | | | |
| | | | | | | |
Neal I. Goldman (7) | | 33,618,724 | | | 36.3 | % |
| Director | | | | | | |
| | | | | | | |
John Cronin (8) | | 70,670 | | | | * |
| Director | | | | | | |
| | | | | | | |
Charles Crocker (9) | | 372,061 | | | | * |
| Director | | | | | | |
| | | | | | | |
Wayne Wetherell (10) | | 514,550 | | | | * |
| SVP of Administration, Chief Financial Officer, Secretary | | | | | | |
| | | | | | | |
Charles AuBuchon (11) | | 616,348 | | | | * |
| VP of Business Development | | | | | | |
| | | | | | | |
David Harding (12) | | 555,884 | | | | * |
| Chief Technical Officer | | | | | | |
| | | | | | | |
| Total beneficial ownership of directors and officers as a group (9 persons): | | 37,889,584 | | | 40.0 | % |
| | | | | | | |
| 5% Stockholders: | | | | | | |
| | | | | | | |
Bruce Toll (13)(14) | | 7,804,978 | | | 8.7 | % |
| | | | | | | |
Traditional Investment Fund, LTD (15)(16) | | 6,000,000 | | | 6.7 | % |
| | | | | | | |
Revelation Capital Management Ltd. (17)(18)(19) | | 4,663,870 | | | 5.2 | % |
| Name and Address | | |
| | | |
Directors and Named Executive Officers: | | |
| | | |
S. James Miller, Jr., Chairman, Chief Executive Officer (3) | 2,376,382 | 2.5% |
David Carey Director (4) | 218,856 | * |
G. Steve Hamm, Director (5) | 218,942 | * |
David Loesch, Director (6) | 247,064 | * |
Neal I. Goldman, Director (7) | 40,946,206 | 40.6% |
John Cronin, Director (8) | 179,356 | * |
Charles Crocker, Director (9) | 1,054,356 | 1.1% |
Dana W. Kammersgard (10) | 158,839 | * |
Robert T. ClutterBuck, Director (11) | 2,052,069 | 2.1% |
Charles Frischer, Director (12) | 2,908,363 | 3.0% |
Wayne Wetherell, SVP of Administration, Chief Financial Officer, Secretary (13) | 645,499 | * |
David Harding, Chief Technical Officer (14) | 1,003,752 | 1.1% |
Robert Brown, Vice President, Sales and Business Development (15) | 281,250 | * |
| | | |
| Total beneficial ownership of directors and officers as a group (13 persons): | 52,290,934 | 47.7% |
(1) | All entries exclude beneficial ownership of shares issuable pursuant to options that have not vested or that are not otherwise exercisable as of the date hereof, or which will not become vested or exercisable within 60 days of June 20, 2014. |
| December 14, 2017. |
(2) | Percentages are rounded to nearest one-tenth of one percent. Percentages are based on 92,431,14493,651,814 shares of Common Stock outstanding as of June 20, 2014.December 14, 2017. Options that are presently exercisable or exercisable within 60 days of June 20, 2014December 14, 2017 are deemed to be beneficially owned by the stockholder holding the options for the purpose of computing the percentage ownership of that stockholder, but are not treated as outstanding for the purpose of computing the percentage of any other stockholder. |
| | |
| (3) | Includes 75,201 shares held jointly with spouse, and 61,364 shares issuable upon exercise of warrants, 933,050 shares issuable upon exercise of stock options, and 70,109 shares issuable upon conversion of promissory notes, each exercisable within 60 days of June 20, 2014. |
|
|
| |
(4) | Includes 30,002 shares issuable upon exercise of stock options exercisable within 60 days of June 20, 2014. |
| |
(5) | Includes 32,502 shares issuable upon exercise of stock options exercisable within 60 days of June 20, 2014. |
| |
(6) | Includes 13,636 shares issuable upon exercise of warrants, 30,002 shares issuable upon exercise of stock options, and 24,713 shares issuable upon conversion of promissory notes, each exercisable within 60 days of June 20, 2014. |
| |
(7) | Includes 88,889 shares issuable upon exercise of warrants and 5,0021,445,500 shares issuable upon exercise of stock options, each exercisable within 60 days of June 20, 2014.December 14, 2017, and 86,957 shares issuable upon the conversion of Series A Preferred. |
| |
(4) | Includes 117,170 shares issuable upon exercise of stock options exercisable within 60 days of December 14, 2017. |
| |
| (5) | Includes 119,670 shares issuable upon exercise of stock options exercisable within 60 days of December 14, 2017. |
| |
(6) | Includes 117,170 shares issuable upon exercise of stock options, each exercisable within 60 days of December 14, 2017. |
| |
| (7) | Includes 2,724,348 shares issuable upon the conversion of Series A Preferred and 89,670 shares issuable upon exercise of stock options, each exercisable within 60 days of December 14, 2017 and 4,400,000 shares issuable upon the conversion of Convertible Notes. Mr. Goldman exercises sole voting and dispositive power over 24,588,72430,968,215 shares, and shared voting and dispositive power over 9,030,0003,147,700 reported shares, of which 6,000,000 shares are owed by Goldman Partners, LP, 3,000,000 shares are owned by the Goldman Family 2012 GST Trust and 30,000147,700 shares are owed by The Neal and Marlene Goldman Foundation. |
| | |
| (8) | Includes 46,670139,670 shares issuable upon exercise of stock options exercisable within 60 days of June 20, 2014.December 14, 2017. |
| | |
| (9) | Includes 88,889 shares issuable upon exercise of warrants and 34,172139,670 shares issuable upon exercise of stock options exercisable within 60 days of June 20, 2014.December 14, 2017 and 400,000 shares issuable upon the conversion of Convertible Notes. |
| | |
| (10) | Includes 203,35073,339 shares issuable upon exercise of stock options exercisable within 60 days of June 20, 2014.December 14, 2017. |
| | |
| (11) | Includes 61,3641,867,826 shares issuable upon exercise of warrants, 263,354 shares issuable upon exercise of stock options, and 59,921 shares issuable uponthe conversion of promissory notes, each exercisable within 60 days of June 20, 2014.Series A Preferred. |
| | |
| (12) | Includes 450,8842,700,000 shares issuable upon the conversion of Series A Preferred. |
| |
| (13) | Includes 327,500 shares issuable upon exercise of stock options exercisable within 60 days of June 20, 2014. |
| |
(13) | Address for this beneficial owner is 754 S. County Rd., Palm Beach, Florida 33480.December 14, 2017. |
| | |
| (14) | Based on ownership information from the Schedule 13D/A filed by Bruce Toll on July 25, 2013, and Company records. This figure includes 3,200,172Includes 898,752 shares held by BET Funding LLC,issuable upon exercise of which Mr. Toll is the majority owner.stock options exercisable within 60 days of December 14, 2017. |
| | |
| (15) | Address for this beneficial owner is 795 Ridge Lake Blvd., Suite 106, Memphis Tennessee 38120. |
| |
(16) | Based on ownership information from the Schedule 13G filed by Traditional Investment Fund, LTD (“Traditional Investment”) on February 6, 2013. Mr. Thomas Wallace, managerIncludes 281,250 shares issuable upon exercise of Traditional Investment, has shared voting and dispositive power of these shares.
|
| |
(17) | Address for this beneficial owner is Canon's Court, 22 Victoria Street, Hamilton D0 HM 11. |
| |
(18) | Based on ownership information from the Schedule 13G/A filed by Revelation Special Situations Fund Ltd. (“Revelation Fund”) on April 23, 2013. Mr. Chris Kuchanny, Chairman and Chief Financial Officer of Revelation Capital Management Ltd. (“Revelation”) has shared voting and dispositive power of these shares.
|
| |
(19) | Includes 265,280 shares issuablestock options exercisable within 60 days of June 20, 2014 upon exercise of warrants.December 14, 2017. |
* less than 1%
|
ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Securities Exchange Act of 1934. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street NE., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at http://www.sec.gov.
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
A number of brokers with account holders who are stockholders of the Company will be “householding” the Company’s proxy materials. A single set of the Company’s proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of the Company’s proxy materials, please notify your broker or direct a written request to the Company at 10815 Rancho Bernardo Rd., Suite 310, San Diego, CA 92127, or contact us at (858) 673-8600. The Company undertakes to deliver promptly, upon any such oral or written request, a separate copy of its proxy materials to a stockholder at a shared address to which a single copy of these documents was delivered. Stockholders who currently receive multiple copies of the Company’s proxy materials at their address and would like to request “householding” of their communications should contact their broker, bank or other nominee, or contact the Company at the above address or phone number.
Deadline for Receipt of Stockholder Proposals
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, stockholder proposals to be included in our next Proxy Statement must be received by us at our principal executive offices at 10815 Rancho Bernardo Rd., Suite 310, San Diego, CA 92127, addressed to our Corporate Secretary, no later than March 3, 2015.September 4, 2018. These proposals must comply with applicable Delaware law, the rules and regulations promulgated by the Securities and Exchange CommissionSEC and the procedures set forth in our Bylaws.
We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and all other applicable requirements.
Stockholder Communications with the Board of Directors
Our Board of Directors provides stockholders with the ability to send communications to the Board of Directors, and stockholders may do so at their convenience. In particular, stockholders may send their communications to: Board of Directors, c/o Corporate Secretary, ImageWare Systems, Inc., 10815 Rancho Bernardo Rd., Suite 310, San Diego, CA 92127. All communications received by the Corporate Secretary are relayed to the Board of Directors of the Company.
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
IMAGEWARE SYSTEMS, INC.
ImageWare System, Inc., a Delaware corporation (the "Corporation"), does hereby certify that:
FIRST: This Certificate of Amendment amends the provisions of the Corporation's Certificate of Incorporation, as amended (the "Certificate of Incorporation").
SECOND: The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware, and shall become effective at 9:00 A.M., Eastern Time, on __________, 2018.
THIRD: Article 4.a) of the Certificate of Incorporation is hereby amended by deleting such Article in its entirety and replacing it with the following:
“a) The total number of shares of all classes of stock that the Corporation is authorized to issue is One Hundred and Seventy-Nine Million (179,000,000) shares, consisting of One Hundred and Seventy-Five Million (175,000,000) shares of Common Stock with a par value of $0.01 per share (“Common Stock”), and Four Million (4,000,000) shares of Preferred Stock with a par value of $0.01 per share (“Preferred Stock”).”
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officers thereunto duly authorized this ___ day of ________, 2018.
IMAGEWARE SYSTEMS, INC.
WRITTEN CONSENT SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF IMAGEWARE SYSTEMS, INC.
The undersigned hereby acknowledges receipt of a copy of the accompanying Notice of Consent Solicitation and the Consent Solicitation Statement of ImageWare Systems, Inc. (the “Company”) dated July 1, 2014January 3, 2018 and hereby revokes any consent or consents heretofore given. This consent may be revoked at any time before 5:00 p.m. (Pacific Time), on August 22, 2014,March 2, 2018, unless the solicitation period is shortened or extended by the Company in its sole discretion (“Expiration Date”). The undersigned, as holder of shares of the Company’s common stock, par value $0.01 per share, CUSIP No. 45245S108 (“Common Stock”), hereby takes the following actions with respect to all shares of Common Stock held by him, her or it as follows:
| | | [X] Please mark your votes as indicated in this example. |
| | | |
| | |
| | | |
| | | | | | | | | FOR | | AGAINST | | ABSTAIN | |
| | | APPROVAL OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF THE COMPANY’S COMMON STOCK, $0.01 PAR VALUE PER SHARE, FROM 150,000,000 TO 175,000,000 | | | | | | [ ] | | [ ] | | [ ] | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | APPROVAL OF AN AMENDMENT TO THE COMPANY’S 1999 STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE FROM 4.0APPROXIMATELY 6.2 MILLION TO 7.0APPROXIMATELY 8.2 MILLION | | | | | | [ ] | | [ ] | | [ ] | |
| | | | | | | | | | | | | | |
This Written Consent, when properly executed and returned to the Company, will be voted in the manner directed herein by the undersigned. IF NO DIRECTION IS MADE FOR THE PROPOSAL, THIS CONSENT, IF SO EXECUTED AND RETURNED, WILL BE VOTED FOR THE PROPOSAL. When shares of Common Stock are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, give full legal title as such. If a corporation, sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. ALL CONSENTS MUST BE RECEIVED BY 5:00 P.M., PACIFIC TIME, ON THE EXPIRATION DATE. | | IMPORTANT: This Consent Card must be signed exactly as your name appears hereon. If more than one name appears, all persons so designated should sign. Attorneys, executors, administrators, trustees and guardians should indicate their capacities. If the signer is a corporation, please print full corporate name and indicate capacity of duly authorized officer executing on behalf of the corporation. If the signer is a partnership, please print full partnership name and indicate capacity of duly authorized person executing on behalf of the partnership. Dated: ________________________, 2014______ |
| |
| | (Print Name of Stockholder) |
| |
| (Signature of Stockholder) |
| |
| (Second Signature if held jointly) |
IMPORTANT: PLEASE COMPLETE, SIGN, AND DATE YOUR WRITTEN CONSENT PROMPTLY
AND FAX IT TO (858) 673-1770, OR RETURN IT IN THE ENVELOPE PROVIDED TO:
ImageWare Systems, Inc.
Attn: Wayne Weatherell,Wetherell, Corporate Secretary
10815 Rancho Bernardo Road, Suite 310
San Diego, California, 92127
Your executed written consent can also be sent via email in PDF form to wgw@iwsinc.com.
Your written consent should be received by the Company on or before August 22, 2014March 2, 2018.
IMAGEWARE SYSTEMS, INC.
WRITTEN CONSENT SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF IMAGEWARE SYSTEMS, INC.
The undersigned hereby acknowledges receipt of a copy of the accompanying Notice of Consent Solicitation Statement and the Consent Solicitation Statement of ImageWare Systems, Inc. (the “Company”) dated July 1, 2014January 3, 2018 and hereby revokes any consent or consents heretofore given. This consent may be revoked at any time before 5:00 p.m. (Pacific Time), on August 22, 2014,March 2, 2018, unless the solicitation period is shortened or extended by the Company in its sole discretion (“Expiration Date”). The undersigned, as holder of shares of the Company’s Series A Preferred Stock (“Series A Preferred”), hereby takes the following actions with respect to all shares of Series A Preferred held by him, her or it as follows:
| | [X] Please mark your votes as indicated in this example. |
| | |
| |
| | |
| | | | | | | | FOR | | AGAINST | | ABSTAIN | | |
| | APPROVAL OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF THE COMPANY’S COMMON STOCK, $0.01 PAR VALUE PER SHARE, FROM 150,000,000 TO 175,000,000 | | | | | | [ ] | | [ ] | | [ ] | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | APPROVAL OF AN AMENDMENT TO THE COMPANY’S 1999 STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE FROM APPROXIMATELY 6.2 MILLION TO APPROXIMATELY 8.2 MILLION | | | | | | [ ] | | [ ] | | [ ] | | |
| | | | | | | | | | | | | | |
This Written Consent, when properly executed and returned to the Company, will be voted in the manner directed herein by the undersigned. IF NO DIRECTION IS MADE FOR THE PROPOSAL, THIS CONSENT, IF SO EXECUTED AND RETURNED, WILL BE VOTED FOR THE PROPOSAL. When shares of Series A Preferred are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, give full legal title as such. If a corporation, sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. ALL CONSENTS MUST BE RECEIVED BY 5:00 P.M., PACIFIC TIME, ON THE EXPIRATION DATE. | | IMPORTANT: This Consent Card must be signed exactly as your name appears hereon. If more than one name appears, all persons so designated should sign. Attorneys, executors, administrators, trustees and guardians should indicate their capacities. If the signer is a corporation, please print full corporate name and indicate capacity of duly authorized officer executing on behalf of the corporation. If the signer is a partnership, please print full partnership name and indicate capacity of duly authorized person executing on behalf of the partnership. Dated: ________________________, ______ |
|
| (Print Name of Stockholder) |
|
| (Signature of Stockholder) |
| |
| (Second Signature if held jointly) |
IMPORTANT: PLEASE COMPLETE, SIGN, AND DATE YOUR WRITTEN CONSENT PROMPTLY
AND FAX IT TO (858) 673-1770, OR RETURN IT IN THE ENVELOPE PROVIDED TO:
ImageWare Systems, Inc.
Attn: Wayne Wetherell, Corporate Secretary
10815 Rancho Bernardo Road, Suite 310
San Diego, California, 92127
Your executed written consent can also be sent via email in PDF form to wgw@iwsinc.com.
Your written consent should be received by the Company on or before March 2, 2018.
IMAGEWARE SYSTEMS, INC.
WRITTEN CONSENT SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF IMAGEWARE SYSTEMS, INC.
The undersigned hereby acknowledges receipt of a copy of the accompanying Notice of Consent Solicitation Statement and the Consent Solicitation Statement of ImageWare Systems, Inc. (the “Company”) dated January 3, 2018 and hereby revokes any consent or consents heretofore given. This consent may be revoked at any time before 5:00 p.m. (Pacific Time), on March 2, 2018, unless the solicitation period is shortened or extended by the Company in its sole discretion (“Expiration Date”). The undersigned, as holder of shares of the Company’s Series B convertible Redeemable Preferred Stock (“Series B Preferred”), hereby takes the following actions with respect to all shares of Series B Preferred held by him, her or it as follows:
| | | [X] Please mark your votes as indicated in this example. |
| | | |
| | |
| | | |
| | | | | | | | | FOR | | AGAINST | | ABSTAIN | | |
| | APPROVAL OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF THE COMPANY’S COMMON STOCK, $0.01 PAR VALUE PER SHARE, FROM 150,000,000 TO 175,000,000 | | | | | | [ ] | | [ ] | | [ ] | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | APPROVAL OF AN AMENDMENT TO THE COMPANY’S 1999 STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE FROM 4.0APPROXIMATELY 6.2 MILLION TO 7.0APPROXIMATELY 8.2 MILLION | | | | | | [ ] | | [ ] | | [ ] | | |
| | | | | | | | | | | | | | |
This Written Consent, when properly executed and returned to the Company, will be voted in the manner directed herein by the undersigned. IF NO DIRECTION IS MADE FOR THE PROPOSAL, THIS CONSENT, IF SO EXECUTED AND RETURNED, WILL BE VOTED FOR THE PROPOSAL. When shares of Series B Preferred are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, give full legal title as such. If a corporation, sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. ALL CONSENTS MUST BE RECEIVED BY 5:00 P.M., PACIFIC TIME, ON THE EXPIRATION DATE. | | IMPORTANT: This Consent Card must be signed exactly as your name appears hereon. If more than one name appears, all persons so designated should sign. Attorneys, executors, administrators, trustees and guardians should indicate their capacities. If the signer is a corporation, please print full corporate name and indicate capacity of duly authorized officer executing on behalf of the corporation. If the signer is a partnership, please print full partnership name and indicate capacity of duly authorized person executing on behalf of the partnership. Dated: ________________________, 2014_______ |
| |
| | (Print Name of Stockholder) |
| |
| (Signature of Stockholder) |
| |
| (Second Signature if held jointly) |
IMPORTANT: PLEASE COMPLETE, SIGN, AND DATE YOUR WRITTEN CONSENT PROMPTLY
AND FAX IT TO (858) 673-1770, OR RETURN IT IN THE ENVELOPE PROVIDED TO:
ImageWare Systems, Inc.
Attn: Wayne Weatherell,Wetherell, Corporate Secretary
10815 Rancho Bernardo Road, Suite 310
San Diego, California, 92127
Your executed written consent can also be sent via email in PDF form to wgw@iwsinc.com.
Your written consent should be received by the Company on or before August 22, 2014.March 2, 2018.
