Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
INTELLI-CHECK, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3234779
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
246 Crossways Park West, Woodbury, New York 11797
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(Address of Principal Executive Offices) (Zip Code)
2001 Stock Option Plan
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(Full Title of the Plans)
Arnold N. Bressler, Esq.
Milberg Weiss Bershad Hynes & Lerach LLP
One Pennsylvania Plaza
New York, New York 10119-0165
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(Name and address of agent for service)
(212) 594-5300
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(Telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public:
As Soon As Practicable After Registration Statement Becomes Effective.
Page 1 of 7 Pages
Exhibit Index Begins on Page II-5
(Facing Page Continued on the Following Page)
(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
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Common Shares, 500,000 $15.54 $7,770,000 $1,857.00
par value $.001 shares
per share
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Based upon the average of the high and low prices of the Common Shares on
the American Stock Exchange, Inc. on March 28, 2002 of $15.54 per share.
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional indeterminate number of
shares as may become issuable pursuant to anti-dilution and adjustment
provisions of any options to purchase shares registered hereby.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (File No. 001-15465)
pursuant to the Securities Exchange Act of 1934 are incorporated by reference
into this Registration Statement.
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.
(2) The Company's Registration Statement on Form SB-2 (File No. 333-87797)
filed September 24, 1999 (the "Registration Statement").
(3) Amendment No. 1 to the Registration Statement filed November 1, 1999.
(4) Amendment No. 2 to the Registration Statement filed November 15, 1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all the securities
offered have been sold or which deregisters all the securities then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
Section 145 of the Delaware General Corporation Law permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. The Company's Certificate
of Incorporation requires the Company to indemnify its officers, directors and
employees to the fullest extent permitted by law as set forth in Section 102(b)
of the Delaware General Corporation Law, including full or partial
indemnification for any judgment, settlement or related expense. In addition,
advances of expenses to officers and directors are permitted upon an undertaking
by the person to be indemnified to repay all such expenses if he or she is
ultimately found not to be entitled to indemnification. The indemnification
provision in the Company's Certificate of Incorporation applies to all actions
and proceedings including those brought by or in the right of the Company.
Directors and officers remain liable (i) for any breach of their duty of loyalty
to the corporation or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law;
or (iv) for any transaction from which the director derives an improper personal
benefit. In November 2001 the Company purchased an aggregate of $5,000,000 of
insurance from National Union Fire Insurance Company of Pittsburgh for
indemnification of all of its directors and officers at a cost of $43,750.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
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10.1 2001 Stock Option Plan -- incorporated by reference to the
Registrant's Proxy Statement on Schedule 14A filed on May 31, 2001.
23 Consent of Arthur Andersen LLP.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933; (ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(i)(ii) do not apply to information required to be included in a
post-effective amendment by those paragraphs which are contained in
periodic reports filed by the undersigned Registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement;
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
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foregoing provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 2nd day of
April, 2002.
INTELLI-CHECK, INC.
By: /s/ Frank Mandelbaum
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Frank Mandelbaum
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Date: April 2, 2002 /s/ Frank Mandelbaum
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Frank Mandelbaum
Chairman of the Board,
Chief Executive Officer and Director
Date: April 2, 2002 /s/ Edwin Winiarz
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Edwin Winiarz
Senior Executive Vice President,
Treasurer, Chief Financial
Officer and Director
Date: April 2, 2002 /s/ Paul Cohen
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Paul Cohen
Director
Date: April 2, 2002 Evelyn Berezin
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Evelyn Berezin
Director
Date: April 2, 2002 /s/ Charles McQuinn
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Charles McQuinn
Director
Date: April 2, 2002 /s/ Howard Davis
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Howard Davis
Director
Date: April 2, 2002 /s/ Jeffrey Levy
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Jeffrey Levy
Director
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