SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, For Use of the Commission Only (as Permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
SAFLINK CORPORATION
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(Name of Registrant as Specified in its Charter) Payment of
Filing Fee (Check the appropriate box):
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[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
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SAFLINK CORPORATION
18650 N.E. 67TH COURT
REDMOND, WA 98052
NOTICE OF TAKING CORPORATE ACTION
WITHOUT A MEETING BY WRITTEN CONSENT
TO OUR STOCKHOLDERS:
Notice is hereby given that the owners of approximately 55.6% of the issued
and outstanding shares of common stock of SAFLINK Corporation, a Delaware
corporation, have delivered to SAFLINK written consents by which the
stockholders have consented to approving the following actions:
1. An amendment to SAFLINK's certificate of incorporation to increase the
number of its authorized shares of common stock from 50 million to 100 million
shares (the "Amendment"); and
2. The issuance of up to 20 million shares of SAFLINK common stock at a
discount to market and warrants to purchase up to an additional 20 million
shares at a premium to such price (the "Financing" and as revised the "Revised
Financing").
The actions taken by written consent will be effective on the 21st day
(approximately February 15, 2001) after the date this Notice and the attached
Information Statement are first mailed to all stockholders of SAFLINK.
All necessary corporate approvals in connection with the matters referred
to in this Notice have been obtained. The accompanying Information Statement is
furnished to all stockholders of record of SAFLINK pursuant to Section 14(c) of
the Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder solely for the purpose of informing the stockholders of these
corporate actions before they take effect.
Pursuant to Section 228 of the Delaware General Corporation Law,
stockholders of record of SAFLINK as of December 5, 2000, are entitled to
receive this Information Statement and Notice of Taking of Corporate Action
Without a Meeting by Written Consent. We encourage you to read the Notice and
Information Statement carefully, as well as the enclosed copy of SAFLINK's
annual report on Form 10-K for the year ended December 31, 1999, and its
quarterly report on Form 10-Q for the three months ended September 30, 2000.
By Order of the Board of Directors,
/s/ Jeffrey P. Anthony
Jeffrey P. Anthony
Chairman of the Board, Chief Executive Officer
and President
Redmond, Washington
January 25, 2001
INFORMATION STATEMENT
SAFLINK CORPORATION
18650 N.E. 67TH COURT
REDMOND, WA 98052
YOUR VOTE IS NOT REQUIRED
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is being furnished to the holders of record of shares
of common stock, par value $0.01 per share, of SAFLINK Corporation, a Delaware
corporation. This Information Statement is being furnished in order to notify
the stockholders that on December 22, 2000, SAFLINK received the written consent
in lieu of a meeting of the stockholders of the holders of an aggregate of
approximately 14,527,844 shares of SAFLINK common stock representing
approximately 55.6% of all the issued and outstanding SAFLINK common stock as of
the record date approving the following actions:
1. An amendment to SAFLINK's certificate of incorporation to increase the
number of its authorized shares of common stock from 50 million to 100 million
shares (the "Amendment"); and
2. The issuance of up to 20 million shares of SAFLINK common stock at a
discount to market and warrants to purchase up to an additional 20 million
shares at a premium to such price (the "Financing").
In addition, on January 9, 2001, SAFLINK received the written consent in
lieu of a meeting of the stockholders of the holders of an aggregate of
approximately 14,527,844 shares of SAFLINK common stock representing
approximately 55.6% of all the issued and outstanding SAFLINK common stock as of
the record date approving the revised terms of the Financing (the "Revised
Financing").
The actions taken by written consent will be effective on the 21st day
(approximately February 15, 2001) after the Notice and this Information
Statement are first mailed to all stockholders of SAFLINK.
All necessary corporate approvals in connection with the matters referred to in
this Information Statement have been obtained. This Information Statement is
furnished to all stockholders of record of SAFLINK pursuant to Section 14(c) of
the Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder solely for the purpose of informing the stockholders of these
corporate actions before they take effect.
This Information Statement describing the Amendment and the Revised Financing is
being mailed on or about January 25, 2001 to all stockholders of record at the
close of business on December 5, 2000. As of that date there were 26,106,695
shares of SAFLINK common stock outstanding, each entitled to one vote on each
matter presented to the stockholders.
TABLE OF CONTENTS
GENERAL INFORMATION
Approval of the Board of Directors................................. 3
Approval of Audit Committee........................................ 3
Expenses of Information Statement.................................. 3
Dissenters' Rights................................................. 3
Interest of Certain Persons in or Opposition to Matters to be
Acted Upon........................................................ 3
THE AMENDMENT
Purpose of the Amendment........................................... 4
Principal Effects of the Amendment................................. 4
THE REVISED FINANCING
Summary............................................................ 5
Use of Proceeds.................................................... 5
Restrictions on Resale............................................. 6
Effects on Rights of Existing Stockholders......................... 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT........ 7
DOCUMENTS INCORPORATED BY REFERENCE................................... 8
WHERE YOU CAN FIND MORE INFORMATION................................... 9
Exhibit A Amendment to Certificate of Incorporation
2
GENERAL INFORMATION
APPROVAL OF BOARD OF DIRECTORS
On or about December 5, 2000, SAFLINK's board of directors approved the
Amendment and the actions contemplated by the Financing. On or about
January 9, 2001, SAFLINK's board of directors deemed it advisable and in the
best interest of SAFLINK to revise the terms of the Financing authorized by the
board of directors on December 5, 2000 and approved the Revised Financing. In
addition, the audit committee of the board of directors separately considered
and approved the Financing and the Revised Financing and the use of the written
consent process in lieu of a stockholders' meeting given SAFLINK's need for
capital with respect to the Financing and Revised Financing.
APPROVAL OF AUDIT COMMITTEE
Under Rule 4310(c)(25)(G)(i)(d)(ii) of the National Association of
Securities Dealers ("NASD") SAFLINK is required to seek stockholder approval (in
person or by proxy) prior to the Financing or the Revised Financing, since the
Financing and Revised Financing would be considered a private issuance of
securities equal to 20% or more of the common stock at a price per share which
may be less than the greater of book value or fair market value on the date of
issuance. Rule 4310(c)(25)(G)(ii) sets forth exceptions to this requirement and
provides that exceptions may be made upon application to Nasdaq when (i) the
delay in securing stockholder approval would seriously jeopardize the financial
viability of the enterprise, and (ii) reliance by the issuer on this exception
is expressly approved by the audit committee of the issuer.
On December 22, 2000, SAFLINK's audit committee expressly approved the
Financing and SAFLINK's reliance on the exception that seeking stockholder
approval (in person or by proxy) would seriously jeopardize the financial
viability of SAFLINK, largely because of the delay associated with obtaining
such stockholder approval. Therefore, the audit committee recommended that
written consents of the majority stockholders be solicited for purposes of
approving the Financing in accordance with the NASD rules.
On January 9, 2001, SAFLINK's audit committee expressly approved the
Revised Financing and SAFLINK's reliance on the exception on the same basis and
recommended that written consents of the majority stockholders be solicited for
purposes of approving the Revised Financing in accordance with the NASD rules.
EXPENSES OF INFORMATION STATEMENT
We will pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. We will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending this Information Statement to the
beneficial owners of SAFLINK's common stock.
DISSENTERS' RIGHTS
The Delaware General Corporation Law does not provide for dissenters rights
in connection with the Amendment or Revised Financing.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
On November 13, 2000, each of Jeffery Anthony, James Shepperd, and RMS
Limited Partnership entered into loan agreements with SAFLINK for an aggregate
principal amount of $1,050,000 (the "Bridge Financing"). Under the terms of the
Bridge Financing, each of these lenders may participate in the Revised Financing
by electing to receive shares or warrants in payment of their respective loans
on the same terms and conditions offered to other prospective investors in the
Revised Financing. In the event participants in the Bridge Financing do not
elect to accept shares of common stock and warrants in lieu of repayment of the
bridge loans, proceeds from the Revised Financing will be used in part to repay
the bridge loan.
In addition, SAFLINK may elect to allow Jotter Technologies Inc. to convert
some or all of its unsecured promissory note received as partial consideration
in the asset purchase transaction into shares or warrants to be issued in the
Revised Financing, but there is no commitment or understanding on the part of
SAFLINK or Jotter to do so.
3
THE AMENDMENT
The proposed amendment to SAFLINK's Certificate of Incorporation would
increase the number of SAFLINK's authorized shares of common stock from 50
million to 100 million shares. The full text of the Amendment is set forth in
Exhibit A to this Information Statement.
PURPOSE OF THE AMENDMENT
The board of directors of SAFLINK believes the increase in the authorized
shares is necessary to insure that, after issuance of 5.1 million shares of
SAFLINK common stock to Jotter pursuant to the terms of the Asset Purchase
Agreement entered into by SAFLINK and Jotter on December 15, 2000, SAFLINK will
have adequate authorized but unissued shares of common stock for:
o the Revised Financing described on page 5; and
o any subsequent financings or future acquisitions so that SAFLINK will not
have the delay and expense associated with obtaining stockholder approval
each time an opportunity requiring the issuance of shares arises.
SAFLINK does not currently have sufficient common stock authorized for
these requirements.
PRINCIPAL EFFECTS OF THE AMENDMENT
OUTSTANDING SHARES. On December 20, 2000 SAFLINK had 26,106,695 shares of
common stock issued and outstanding. Also on that date, SAFLINK had 3,988,499
shares of common stock subject to outstanding warrants and options. As partial
consideration in the asset purchase transaction with Jotter, SAFLINK has agreed
to issue an additional 5.1 million shares of its common stock to Jotter not
later than January 30, 2001.
RIGHTS OF HOLDERS. The additional shares of common stock to be authorized
by adoption of the Amendment would have rights identical to those of the
currently outstanding shares of common stock of SAFLINK. Adoption of the
Amendment would not affect the rights of holders of currently outstanding shares
of common stock.
ANTI-TAKEOVER EFFECT. The availability of authorized but unissued shares of
common stock might be deemed to have the effect of preventing or discouraging an
attempt by a third party to obtain control of SAFLINK because the additional
shares could be issued by the board of directors which could dilute the stock
ownership of such third party. SAFLINK has no plans for such issuances and this
Amendment is not being proposed in response to a known effort to acquire control
of SAFLINK.
DILUTIVE EFFECT. The authorization of additional shares of common stock
will have no dilutive effect upon the proportionate voting power of the present
stockholders of SAFLINK. However, to the extent that shares are subsequently
issued to persons other than the present stockholders and/or in proportions
other than the proportion that presently exists, this issuance could have a
substantial dilutive effect on present stockholders. Once this Amendment becomes
effective, the board of directors would be free to issue common stock without
further action on the part of the stockholders, unless approval is otherwise
required by applicable law or the Nasdaq Stock Market or stock exchange rules.
If the Revised Financing is completed, it will result in the issuance of a
significant number of additional shares which may result in substantial dilution
to SAFLINK's existing stockholders.
REQUIRED VOTE. Adoption of this Amendment requires the vote of a majority
of the shares of common stock outstanding as of the record date. The holders of
a majority of SAFLINK's outstanding common stock have voted to adopt this
Amendment on December 22, 2000. The Amendment will become effective on
approximately February 15, 2001 when we file the Amendment with the Secretary of
State of Delaware. Under federal securities laws, SAFLINK cannot file the
Amendment until at least 20 days after the mailing of this Information
Statement.
4
REVISED FINANCING
SUMMARY
NASD Rule 4310(c)(25)(G)(i)(d)(1) provides that an issuer shall seek
stockholder approval prior to the issuance of securities in connection with a
transaction, other than a public offering, involving the sale or issuance by the
company of common stock (or securities convertible into common stock) equal to
20% or more of the common stock or 20% or more of the voting power outstanding
before the issuance for less than the greater of book or market value of the
stock. We are required to comply with this rule since our common stock is listed
on The Nasdaq SmallCap Market.
SAFLINK's board has authorized an offering of securities with a maximum
aggregate purchase price of up to $20 million. The securities to be offered will
be a maximum of 20 million shares of common stock. SAFLINK anticipates that
warrants to purchase up to 20 million additional shares of common stock will
also be issued in connection with the Revised Financing.
The board originally authorized SAFLINK to proceed with the Financing on
the basis of a per share offering price of not less than 95% of the market price
for SAFLINK common stock (as calculated upon the basis of the average closing
prices for the 5 trading days prior to the closing of the offering) (the "Share
Price"). The board authorized an exercise price for each share of common stock
issuable upon exercise of warrants granted in connection with the Financing of
not less than 150% of the Share Price. The Financing was approved by the holders
of a majority of the outstanding common stock of SAFLINK in order to comply with
the NASD rules.
To provide greater flexibility with respect to the Financing, however, the
board of directors subsequently authorized SAFLINK to seek shareholder approval
of modified terms for the Financing. On January 9, 2001, holders of a majority
of outstanding shares of common stock approved revised terms for the Financing
such that the price per share shall be no less than the lesser of (i) $0.75, or
(ii) 75% of the market price of a share of SAFLINK common stock (as calculated
upon the basis of the average closing prices for the 5 trading days prior to the
date the price at which the securities sold in the offering is established by
the board of directors, subject to adjustment during the period from such date
to the closing date of the Revised Financing) ("Revised Share Price"). The
exercise price for each share of common stock issuable upon exercise of warrants
granted in connection with the Revised Financing will be no less than 125% of
the Revised Share Price.
Any additional material terms relating to this Revised Financing will be
determined by SAFLINK's board of directors.
These 20 million shares of common stock represent 76.6% of the SAFLINK
common stock outstanding as of the record date and the warrants, if exercised,
represent 43.4% after giving effect to the issuance of such common stock or
76.6% of the common stock outstanding as of the record date. Assuming the
issuance of 5.1 million shares of SAFLINK common stock to Jotter, the 20 million
shares of SAFLINK common stock will represent 64.1% of the outstanding stock and
the warrants will represent 64.1% (without giving effect to the issuance of the
common stock). SAFLINK does not intend to sell these shares in a block and
therefore does not anticipate that the Revised Financing will result in a change
in control. However, SAFLINK anticipates that it will be required to register
the shares issued in the Revised Financing for resale which could result in a
large number of shares in the public market.
Based on the average book price and the average market price of the common
stock on the dates of issuance, the shares may be issued for less than the
greater of book or market value of SAFLINK common stock. Consequently, the
issuance of the shares is subject to NASD Rule 4310(c)(25)(G)(i)(d)(1), and such
issuance is required to be approved by the holders of the majority of SAFLINK's
common stock, not including those shares to be issued. The necessary stockholder
approval has been obtained pursuant to the written consents.
USE OF PROCEEDS
SAFLINK intends to use the net proceeds available from this Revised
Financing to fund the launch of SAFLINK's new consumer product JotterSAF,
marketing and sales of SAFLINK's existing enterprise and Internet server
products, development of new features and enhancements to SAFLINK's product
line, repayment of bridge loans, and for working capital and other purposes.
While SAFLINK has received authorization to raise up to $20 million through the
Revised Financing, it currently expects to raise approximately $12 million.
5
In particular, the estimated use of proceeds (assuming that $12 million and the
maximum of $20 million is raised, respectively) will be as follows:
$12 MILLION $20 MILLION
----------- -----------
(Dollars in thousands)
Advertising and promotion for new product launch * $1,575 $ 4,140
Capital expenditures * 631 631
Repayment of bridge loan 2,500 2,500
Reduction in accounts payable 850 850
Jotter tax liability + 1,300 1,300
Working capital 3,694 8,329
------- -------
Net Proceeds 10,550 17,750
Costs associated with this offering 1,450 2,250
------- -------
Gross Proceeds $12,000 $20,000
======= =======
* One year estimated expenses
+ Jotter is obligated to obtain a certificate from the Canadian taxing
authorities in order to avoid the need for SAFLINK to withhold and remit one-
third of the purchase price to the Canadian taxing authorities. In the event
that Jotter is unable to obtain such a certificate, SAFLINK will be required to
make such payment, and will be entitled to offset such amount against the number
of shares to be issued to Jotter and the principal balance of the note issued to
Jotter.
Although SAFLINK intends to use the proceeds of the Revised Financing as
described above, SAFLINK's board of directors will have complete discretion as
to the use of proceeds from the Revised Financing.
RESTRICTIONS ON RESALE
All shares and warrants issued in connection with the Revised Financing
will be considered restricted securities and cannot be sold to the public for a
period of one year from the date of purchase or until the securities are
qualified under a registration statement registering the resale of securities.
SAFLINK expects to provide registration rights for the resale of the common
stock and common stock underlying the warrants issued in the Revised Financing.
EFFECT ON RIGHTS OF EXISTING STOCKHOLDERS
This Revised Financing may result in substantial dilution to the equity
ownership of SAFLINK's existing stockholders and to Jotter once it becomes a
stockholder. In addition, subsequent resales of the shares issued in the Revised
Financing could impact the market for these shares by driving down the price of
the SAFLINK common stock and make it difficult for SAFLINK to raise additional
capital.
6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to the number of shares of
SAFLINK common stock beneficially owned as of December 20, 2000 by:
o each person expected to be a director of SAFLINK;
o the chief executive officer and the five other most highly compensated
executive officers of SAFLINK;
o all persons expected to be SAFLINK's directors and executive officers
as a group; and
o each person, entity, or group of affiliated persons expected to
beneficially own more than 5% of SAFLINK's common stock, based on that
person's or entity's ownership of SAFLINK common stock and the number of
outstanding shares of SAFLINK common stock as of December 20, 2000.
For purposes of this table, beneficial ownership of securities is defined
according to the rules of the Securities and Exchange Commission ("SEC") and
means generally the power to vote or exercise investment discretion with respect
to securities, regardless of any economic interests therein. Except as otherwise
indicated, SAFLINK believes that the beneficial owners of shares of SAFLINK
common stock listed below will have sole investment and voting power with
respect to such shares, subject to community property laws where applicable. In
addition, for purposes of this table, a person or group is deemed to have
beneficial ownership of any shares which such person has the right to acquire
within 60 days after the date as of which this data is presented. For purposes
of calculating the percentage of outstanding shares held by each person named
above, any shares which this person has the right to acquire within 60 days
after the date as of which this data is presented are deemed to be outstanding,
but these shares are not deemed to be outstanding for the purpose of calculating
the percentage ownership of any other person.
The percentages were calculated based on the ratio of the number of shares
of SAFLINK common stock beneficially owned by such beneficial owner as of
December 20, 2000, (which includes the number of shares of common stock issuable
upon exercise of options and warrants of such owner which are exercisable within
60 days of December 20, 2000) to the sum of:
o 26,106,695, the total number of outstanding shares of common stock as
of December 20, 2000, which includes the 6,506,539 shares of common
stock outstanding as a result of the conversion of SAFLINK's Series A
Preferred Stock and Series D Preferred Stock; plus
o 5.1 million, the number of shares to be issued to Jotter as partial
consideration in the asset purchase transaction; plus
o the number of shares of common stock issuable upon exercise of options
or warrants held by the applicable beneficial owner exercisable within
60 days of December 20, 2000.
7
The table does not reflect ownership of the Series A Preferred Stock and the
Series D Preferred Stock. None of this stock is currently outstanding.
- -----------------------------------------------------------------------------------------------------------
SHARES BENEFICIALLY OWNED
-------------------------
NAME OF BENEFICIAL OWNER
- ------------------------ OPTIONS AND WARRANTS TOTAL
-------------------------- BENEFICIAL
5% STOCKHOLDERS COMMON STOCK TOTAL EXERCISABLE(1) OWNERSHIP PERCENT
- --------------- ------------ --------- -------------- ---------- -------
RMS Limited Partnership 11,927,312 -- -- 11,927,312 38.3%
Home Shopping Network, Inc. 2,600,532 -- -- 2,600,532 8.4%
Jotter Technologies Inc. 5,100,000 -- -- 5,100,000 16.4%
DIRECTORS:
- ----------
Jeffrey P. Anthony -- 546,667 426,667 426,667 1.4%
Hector J. Alcalde -- 110,000 90,000 90,000 0.3%
Frank M. Devine 15,583 331,666 331,666 347,249 1.1%
Robert J. Rosenblatt -- -- -- -- 0.0%
Francis M. Santangelo 908,377 83,333 83,333 991,710 3.2%
Glenn Argenbright (2) -- -- -- -- 0.0%
Robert M. Smibert (2) -- -- -- -- 0.0%
EXECUTIVE OFFICERS:
- ------------------
Ann M. Alexander -- 100,000 -- -- 0.0%
Walter G. Hamilton -- 201,777 108,148 108,148 0.3%
C. David Hayden -- 150,000 -- -- 0.0%
Gregory C. Jensen -- 113,111 49,926 49,926 0.2%
James W. Shepperd 25,000 175,000 115,000 140,000 0.4%
---------- --------- --------- ---------- ----
20,576,804 1,811,554 1,204,740 21,781,544 67.4%
========== ========= ========= ========== ====
Directors and officers
as a group (12 persons) 948,960 1,811,554 1,204,740 2,153,700 6.7%
- -----------------------------------------------------------------------------------------------------------
(1) Within 60 days of December 20, 2000
(2) Mr. Smibert and Mr. Argenbright will be offered 60,000 options as new board
members. Mr. Smibert and Mr. Argenbright are also officers and directors of
Jotter Technologies Inc., but disclaim beneficial ownership of shares held
by Jotter.
DOCUMENTS INCORPORATED BY REFERENCE
This document includes information relating to SAFLINK that has not been
delivered or presented to you, but is "incorporated by reference" which means
that we disclose information to you by referring you to other documents filed
separately with the SEC. The information incorporated by reference is considered
a part of this Information Statement, except for any information superseded by
information provided to you in this Information Statement. SAFLINK is
incorporating the following documents by reference, which contain important
information about SAFLINK and its finances:
o SAFLINK's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on March 22, 2000, which is
delivered to you with this Information Statement;
o SAFLINK's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2000, filed with the SEC on May 15, 2000;
8
o SAFLINK's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2000, filed with the SEC on August 14, 2000;
o SAFLINK's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2000, filed with the SEC on November 14,
2000, which is delivered to you with this Information Statement;
o SAFLINK's Current Report on Form 8-K, filed with the SEC on April
27, 2000;
o SAFLINK's Current Report on Form 8-K, filed with the SEC on
September 26, 2000; and
o SAFLINK's Current Report on Form 8-K, filed with the SEC on
January 2, 2001.
We will provide any of the documents incorporated into this Information
Statement by reference without change to each person to whom this is delivered
upon the request of such person to: Chief Financial Officer, SAFLINK
Corporation, 18650 N.E. 67th Court, Suite 210, Redmond, WA 98052, (425) 881-
6766.
WHERE YOU CAN FIND MORE INFORMATION
SAFLINK files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information filed by SAFLINK at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. All of
SAFLINK's SEC filings are also available to the public from commercial document
retrieval services and, for filings filed electronically since 1996, at the
Website maintained by the SEC at "http://www.sec.gov."
9
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
SAFLINK Corporation, a Delaware corporation, pursuant to Section 242 of the
General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation adopts the following
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of SAFLINK
Corporation. be amended by changing the Article thereof
numbered "FOURTH" so that, as amended, said Article shall be
and read as follows:
"FOURTH: The total number of shares of all classes of
stock which the Corporation shall have authority to
issue is 101,000,000 shares, consisting of (i)
1,000,000 shares of Preferred Stock, $.01 par value
per share (the "Preferred Stock"), and (ii)
100,000,000 shares of Common Stock, $.01 par value
per share (the "Common Stock")."
SECOND: The amendment of the Certificate of Incorporation of the
corporation herein certified was duly adopted, pursuant to the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said SAFLINK Corporation has caused this certificate to
be signed by Jeffrey P. Anthony its authorized officer.
---------------------------
By Jeffrey P. Anthony
Its President and Chief
Executive Officer