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)
| Delaware | 001-15757 | 33-0224167 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
13500 Evening Creek Drive N., Suite 550 San Diego, California 92127 | |
| (Address of principal executive offices) | |
| (858) 673-8600 | |
| (Registrant’s Telephone Number) | |
| Not Applicable | |
| (Former name or address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☐
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.
| IMAGEWARE SYSTEMS, INC. | |||
| Date: February 1, 2019 | By: | /s/ Wayne Wetherell | |
| Wayne Wetherell | |||
| Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit Number | Description | |
| Eleventh Amendment to Employment Agreement, by and between S. James Miller and ImageWare Systems, Inc., dated January 30, 2019 | ||
| Sixth Amendment to Employment Agreement, by and between David E. Harding and ImageWare Systems, Inc., dated January 30, 2019 |