FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SAFLINK CORP [ SFLK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/06/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $.01 par value per share | 08/06/2004 | X | 665,309 | A | $2.5(1) | 7,774,254 | D(2) | |||
Common Stock, $.01 par value per share | 08/06/2004 | X | 1,666,668 | A | $2.5(3) | 9,440,922 | D(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Equity Swap on Common Stock | (4) | 11/24/2003 | J/K(4) | 1(4) | (5) | (5) | Common Stock | 603,750 | (4) | 1(6) | I | By the Funds(2)(6) | |||
Equity Swap on Warrant and Common Stock Underlying Warrant(7) | (4) | 11/24/2003 | J/K(4) | 1(4) | (5) | (5) | Warrant and Common Stock Underlying Warrant(7) | 362,250 | (4) | 1(6) | I | By the Funds(2)(6) | |||
Warrant to purchase Common Stock | $2.5(1) | 08/06/2004 | X | 665,309 | (8) | 01/08/2007 | Common Stock | 665,309 | $0 | 0 | D(2) | ||||
Warrant to purchase Common Stock | $2.5(3) | 08/06/2004 | X | 1,666,668 | (8) | 06/28/2007 | Common Stock | 1,666,668 | $0 | 0 | D(2) |
Explanation of Responses: |
1. Issued upon the exercise of a warrant issued on January 8, 2002. |
2. The ultimate managing member of North Sound Capital LLC is Thomas McAuley. The Reporting Person and the managing member may be deemed the beneficial owner of the shares held by North Sound Legacy Fund LLC, North Sound Legacy Institutional Fund LLC and North Sound Legacy International Ltd. (the "Funds"), who are the holders of such shares. The Reporting Person and the managing member have voting and investment control with respect to the shares of Common Stock held by the Funds. The Reporting Person has no pecuniary interest in any of the non-derivative or derivative securities reported on this Form 4. |
3. Issued upon the exercise of a warrant issued on June 28, 2002. |
4. On November 24, 2003, North Sound Legacy International Ltd., North Sound Legacy Institutional Fund LLC and North Sound Legacy Fund LLC entered into an equity basket swap agreement with a bank under which the bank purchased a total of 603,750 shares of Common Stock at $3.36 per share and purchased a warrant at $1.897 per share (the "Warrant") exercisable into 362,250 shares of Common Stock at an exercise price of $3.60 per share (collectively, the "Equity Swaps"). The exercise price of the Warra nt was reduced to $2.50 per share under a special warrant offer of the Issuer, and exercised into Common Stock on August 6, 2004. |
5. December 1, 2004 or such later date as may be mutually agreed upon by the parties. |
6. The Funds, but not the Reporting Person, have pecuniary interests in the Equity Swaps. Neither the Reporting Person or the Funds have beneficial ownership in the securities underlying the Equity Swaps. |
7. The Warrant was exercised in full by the bank on August 6, 2004 at an exercise price of $2.50 per share. |
8. Immediately. |
/s/ Andrew Wilder, Chief Financial Officer | 08/16/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |