UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
Amendment No. 1
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2007
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER 0-20270
SAFLINK CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 95-4346070 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
12413 Willows Road NE, Suite 300, Kirkland, WA 98034
(Address of principal executive offices and zip code)
(425) 278-1100
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act):
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ¨ No x
There were 160,552,837 shares of Saflink Corporation’s common stock outstanding as of November 6, 2007.
EXPLANATORY NOTE
This Amendment No. 1 to Saflink’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2007, which was filed with the Securities and Exchange Commission on November 14, 2007, is being filed to modify Saflink’s disclosure in Footnote 15. “Contingencies” in Part I, Item 1.d. “Notes to Condensed Consolidated Financial Statements” and Part II, Item 1 “Legal Proceedings.” This Form 10-Q/A does not amend, modify or update any other information.
PART I—FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
SAFLINK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
15. Contingencies
G2 Resources, Inc. (G2) and Classical Financial Services, LLC (Classical) filed complaints in January 1998 against Pulsar Data Systems, Inc., a wholly-owned subsidiary of Litronic, Inc., which in turn became Saflink’s wholly-owned subsidiary in August 2004. The complaints alleged that Pulsar breached a contract by failing to make payments of approximately $500,000 to G2 in connection with services allegedly provided by G2. On June 29, 2007, the Company entered into a settlement agreement with G2 under which the Company agreed to pay $150,000 to G2 as consideration for the release of all claims against Pulsar Data Systems, Litronic and Saflink and the dismissal of the lawsuit. This charge was recorded in the Company’s statement of operations during the three months ended June 30, 2007. The Company paid G2 $150,000 during the third quarter of 2007 and all claims against Pulsar Data Systems, Litronic and Saflink have been dismissed.
On July 19, 2007, Verified Identity Pass, Inc. filed a complaint in the U.S. District Court in the Southern District of New York naming Saflink Corporation, FLO Corporation and an employee of FLO as defendants. The case was settled on September 19, 2007.
PART II—OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
G2 Resources, Inc. and Classical Financial Services, LLC filed complaints in January 1998 against Pulsar Data Systems, Inc., a wholly-owned subsidiary of Litronic, Inc., which in turn became our wholly-owned subsidiary in August 2004. The complaints alleged that Pulsar breached a contract by failing to make payments of approximately $500,000 to G2 in connection with services allegedly provided by G2. In 2005, G2 amended its complaint to add Litronic, Inc. as a defendant. In April 2007, G2 filed a motion seeking the Court’s permission to add Saflink as a defendant. On June 29, 2007, we entered into a settlement agreement with G2 under which we agreed to pay $150,000 to G2 as consideration for the release of all claims against Pulsar Data Systems, Litronic and Saflink and the dismissal of the lawsuit. We paid G2 $150,000 during the third quarter of 2007 and all claims against Pulsar Data Systems, Litronic and Saflink have been dismissed.
On July 19, 2007, Verified Identity Pass, Inc. filed a complaint in the U.S. District Court in the Southern District of New York naming Saflink Corporation, FLO Corporation and an employee of FLO as defendants. The case was settled on September 19, 2007.
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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 thereunto duly authorized.
| Saflink Corporation | ||||||||
| DATE: November 21, 2007 | By: | /s/ Jeffrey T. Dick | ||||||
| Jeffrey T. Dick | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer and | ||||||||
| Principal Accounting Officer) | ||||||||
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Exhibit Index
| Incorporated by Reference | ||||||||||||
| Exhibit No. | Description | Filed Herewith | Form | Exhibit No. | File No. | Filing Date | ||||||
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
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