-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P0xvTu96zA73qc/j1GYyl1CLKS1oZVpo4oU3F7l+Xtxosznr5BplTAfTkktUvElN uikrJPDFgzaSbJMWpxkp0w== 0000935836-02-000101.txt : 20020414 0000935836-02-000101.hdr.sgml : 20020414 ACCESSION NUMBER: 0000935836-02-000101 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 GROUP MEMBERS: MICRO CAP PARTNERS, L.P. GROUP MEMBERS: PALO ALTO INVESTORS, LLC GROUP MEMBERS: WILLIAM LELAND EDWARDS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAFLINK CORP CENTRAL INDEX KEY: 0000847555 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 954346070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42397 FILM NUMBER: 02542822 BUSINESS ADDRESS: STREET 1: 18650 N E 67TH COURT STREET 2: SUITE 210 CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 8136360099 MAIL ADDRESS: STREET 1: 18650 N E 67TH COURT SUITE 210 CITY: REDMOND STATE: WA ZIP: 98052 FORMER COMPANY: FORMER CONFORMED NAME: TOPSEARCH INC DATE OF NAME CHANGE: 19920401 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL REGISTRY INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PALO ALTO INVESTORS CENTRAL INDEX KEY: 0001012084 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 431 FLORENCE ST STREET 2: STE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 MAIL ADDRESS: STREET 1: 431 FLORENCE ST STREET 2: STE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13D 1 sflk13d.htm

SEC 1746
(2-98)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ___________)

SAFLINK Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

786578104

(CUSIP Number)

Ellyn Roberts, Esq.

Shartsis Friese & Ginsburg LLP

One Maritime Plaza, 18th Floor

San Francisco, CA 94111

(415) 421-6500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 5, 2001

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

William Leland Edwards

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)

3. SEC Use Only

4. Source of Funds (See Instructions) AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization U.S.A.

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power 0

8. Shared Voting Power 22,000,000

9. Sole Dispositive Power 0

10. Shared Dispositive Power 22,000,000

11. Aggregate Amount Beneficially Owned by Each Reporting Person 22,000,000

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 41.27%

14. Type of Reporting Person (See Instructions) IN

 

 

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Palo Alto Investors, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)

3. SEC Use Only

4. Source of Funds (See Instructions) AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization California

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power 0

8. Shared Voting Power 22,000,000

9. Sole Dispositive Power 0

10. Shared Dispositive Power 22,000,000

11. Aggregate Amount Beneficially Owned by Each Reporting Person 22,000,000

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 41.27%

14. Type of Reporting Person (See Instructions) OO, IA

 

 

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Palo Alto Investors

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)

3. SEC Use Only

4. Source of Funds (See Instructions) AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization California

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power 0

8. Shared Voting Power 22,000,000

9. Sole Dispositive Power 0

10. Shared Dispositive Power 22,000,000

11. Aggregate Amount Beneficially Owned by Each Reporting Person 22,000,000

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 41.27%

14. Type of Reporting Person (See Instructions) CO

 

 

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Micro Cap Partners, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X

3. SEC Use Only

4. Source of Funds (See Instructions) WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization Delaware

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power 0

8. Shared Voting Power 13,596,000

9. Sole Dispositive Power 0

10. Shared Dispositive Power 13,596,000

11. Aggregate Amount Beneficially Owned by Each Reporting Person 13,596,000

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 30.28%

14. Type of Reporting Person (See Instructions) PN

 

Item 1. Security and Issuer

This statement relates to shares of Common Stock (the "Stock") of SAFLINK Corporation (the "Issuer"). The principal executive office of the Issuer is located at 18650 N.E. 67th Court, Redmond, VA 98052

Item 2. Identity and Background

The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows:

(a) William Leland Edwards, Palo Alto Investors, LLC ("PAI LLC"), Palo Alto Investors ("PAI Corp"), and Micro Cap Partners, L.P. (collectively, the "Filers").

(b) The business address of the Filers is
470 University Avenue, Palo Alto, CA 94301

(c) Present principal occupation or employment or the Filers and the name, principal business and address of any corporation or other organization in which such employment is conducted:

PAI LLC is an investment adviser registered with the Securities and Exchange Commission and is the general partner of and investment adviser to Micro Cap Partners, L.P. and other investment limited partnerships. The sole manager of PAI LLC is PAI Corp. Mr. Edwards is the president and controlling shareholder of PAI Corp and the president and principal member of PAI LLC.

(d) During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Filers was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Edwards is a United States citizen.

 

Item 3. Source and Amount of Funds or Other Consideration

The source and amount of funds used in purchasing the Stock were as follows:

Purchaser

Source of Funds

Amount

 

 

 

Micro Cap Partners, L.P.

Working Capital

$1,236,000

PAI LLC

Funds Under Management

$764,000

 

 

 

Item 4. Purpose of Transaction

The Stock was acquired for investment. In the future, the Filers may decide to purchase additional shares of Stock, or sell part or all of their current holdings of Stock. None of the Filers has any plans or intentions that would relate to or result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of the Issuers securities;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of the Issuers assets or those of any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuers business or corporate structure;

(g) Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of the Issuers equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) Any action similar to those listed above.

 

Item 5. Interest in Securities of the Issuer

The beneficial ownership of the Stock by each Filer at the date hereof is reflected on that Filers cover page. PAI LLC is an investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No single client, other than Micro Cap Partners, L.P., holds more than 5% of the outstanding Stock.

PAI LLC, on behalf of Micro Cap Partners, L.P. and other client accounts, effected the following transactions in the Stock in a private placement on the dates indicated, and such transactions are the only transactions in the Stock by the Filers since 60 days before date on cover page:

Name

Purchase or Sale

Date

Number of Shares

Price Per Share

 

 

 

 

 

PAI LLC

P

06/05/01

13,596,000

See Note 1

Micro Cap Partners, L.P.

P

06/05/01

7,640,000

See Note 1

1. Includes (a) 10,000 shares of the Issuers Series E convertible preferred stock convertible into 10,000,000 shares of the Stock, (b) 10,000,000 Series A Warrants convertible into 10,000,000 shares of the Stock and (c) 2,000,000 Series B Warrants, convertible into 2,000,000 shares of the Stock, all of which were purchased from the Issuer in a private placement for the aggregate price of $2,000,000.

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer

PAI LLC is the general partner of Micro Cap Partners, L.P. pursuant to an Agreement of Limited Partnership that grants to PAI LLC the authority, among other things, to invest the funds of Micro Cap Partners, L.P. in the Stock, to vote and dispose of the Stock and to file this statement on behalf of Micro Cap Partners, L.P. Pursuant to such Agreement of Limited Partnership, the general partner of Micro Cap Partners, L.P. is entitled to allocations based on assets under management and realized and unrealized gains.

Item 7. Material to Be Filed as Exhibits

Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G previously filed.

SIGNATURES

After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2002

 

 

 

William L. Edwards

PALO ALTO INVESTORS, LLC

By: Palo Alto Investors, a California corporation,
Manager

By:

William L. Edwards, President

PALO ALTO INVESTORS, a California corporation

By:

William L. Edwards

MICRO CAP PARTNERS, L.P.

By: Palo Alto Investors, LLC,
General Partner

By: Palo Alto Investors, a California
corporation, Manager

By:

William L. Edwards, President

 

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