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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SAFLINK Corporation
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
784723 10 8
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(CUSIP Number)
Gregg Amber, Esq.
Rutan & Tucker, LLP
611 Anton Blvd., 14th Floor
Costa Mesa, CA 92626
(714) 641-5100
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 22, 2004
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties
to whom copies are to be sent.
(continued on following pages)
CUSIP No. 784723 10 8 13D Page 2 of 6
________________________________________________________________________________
1. Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
SSP Solutions, Inc.; I.R.S. Identification No. 33-0757190
________________________________________________________________________________
2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [_]
(b) [_]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds (See Instructions) OO
________________________________________________________________________________
5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [_]
________________________________________________________________________________
6. Citizenship or Place of Organization
United States
________________________________________________________________________________
7. Sole Voting Power N/A
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 13,005,534 Shares of Common Stock (1)
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON N/A
WITH _________________________________________________________________
10. Shared Dispositive Power
N/A
________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,005,534 Shares (1)
________________________________________________________________________________
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11) 41.5% (3)
________________________________________________________________________________
14. Type of Reporting Person (See Instructions) CO
________________________________________________________________________________
(1) 13,005,534 shares of SAFLINK Corporation ("SAFLINK") common stock, $0.01
par value per share ("SAFLINK Common Stock") are subject to SAFLINK Voting
Agreements entered into by SSP Solutions, Inc. ("SSP") and certain
stockholders of SAFLINK (discussed in Items 3 and 4 below). SSP expressly
disclaims beneficial ownership of any of the shares of SAFLINK Common Stock
covered by the SAFLINK Voting Agreements. Based on the number of shares of
SAFLINK Common Stock outstanding as of March 19, 2004, the number of shares
of SAFLINK Common Stock covered by the SAFLINK Voting Agreements represents
approximately 41.5% of the outstanding SAFLINK Common Stock.
(2) This percentage was calculated based on the number of shares of SAFLINK
common stock, as represented by SAFLINK.
CUSIP No. 784723 10 8 13D Page 3 of 6
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.01 per share
(the "SAFLINK Common Stock"), of SAFLINK Corporation, a Delaware
corporation ("SAFLINK"). The principal executive offices of SAFLINK are
located at 777 108th Ave., N.E., Suite 2100, Bellevue, Washington
98004.
ITEM 2. IDENTITY AND BACKGROUND
The name of the corporation filing this statement is SSP Solutions,
Inc., a Delaware corporation ("SSP"). SSP is a global provider of
Information Technology security solutions. SSP's principal business
address is 17861 Cartwright Road, Irvine, California 92614. The address
of SSP's executive offices is the same as the address of its principal
business.
Set forth on Schedule A is the name of each of the directors and
executive officers of SSP along with the present principal occupation
or employment of such directors and executive officers and the name,
principal business and address of any corporation or other organization
in which such employment is conducted, as of the date hereof to SSP's
knowledge. To SSP's knowledge, each of the individuals identified on
Schedule A is a citizen of the United States.
During the last five years neither SSP nor, to the best of SSP's
knowledge, any of the other individuals referred to in Schedule A has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
During the last five years neither SSP nor, to the best of SPP's
knowledge, any of the other individuals referred to in Schedule A
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Merger and Reorganization, dated
as of March 22, 2004 (the "Merger Agreement"), by and among SAFLINK,
Spartan Acquisition Corporation, a Delaware corporation and wholly
owned subsidiary of SAFLINK ("Merger Sub"), and SSP, and subject to
the conditions set forth therein (including approval by stockholders
of SAFLINK and SSP), Merger Sub will merge with and into SSP (the
"Merger") with SSP as the surviving corporation of the Merger (the
"Surviving Corporation"), and SSP will become a wholly owned subsidiary
of SAFLINK.
As a condition and inducement for SSP to enter into the Merger
Agreement and in consideration thereof, certain stockholders of
SAFLINK entered into individual voting agreements with SSP (collec-
tively the "SAFLINK Voting Agreements") whereby each such stockholder
(collectively, the "SAFLINK Voting Agreement Stockholders") agreed,
severally and not jointly, to vote all of the shares of SAFLINK
Common Stock beneficially owned by such SAFLINK Voting Agreement
Stockholder at any SAFLINK stockholders meeting in favor of the
issuance of shares of SAFLINK Common Stock in connection with the
Merger. SSP did not pay any consideration to any SAFLINK Voting
Agreement Stockholder in connection with the execution and delivery
of the SAFLINK Voting Agreements.
CUSIP No. 784723 10 8 13D Page 4 of 6
References to, and descriptions of, the Merger and the Merger
Agreement as set forth in this Schedule 13D are qualified in their
entirety by reference to the Merger Agreement included as Exhibit 2.1
to the Form 8-K filed by SSP on March 24, 2004.
References to, and descriptions of, the SAFLINK Voting Agreements as
set forth in this Schedule 13D are qualified in their entirety by
reference to the form of the SAFLINK Voting Agreement included as
Exhibit 99.2 to the Form 8-K filed by SSP on March 24, 2004.
ITEM 4. PURPOSE OF TRANSACTION.
(a) Not applicable.
(b) The information set forth in Item 3 is incorporated by reference
herein.
As described in Item 3 above, this statement relates to the Merger of
Merger Sub with and into SSP in a statutory merger pursuant to the
applicable provisions of Delaware law. At the effective time of the
Merger (the "Effective Time"), the separate existence of Merger Sub
will cease and SSP will continue as the Surviving Corporation and as a
wholly owned subsidiary of SAFLINK. Each holder of the outstanding
common stock of SSP, par value $0.01 per share("SSP Common Stock") will
receive, in exchange for each share of SSP Common Stock held by such
holder, 0.60 of a share of SAFLINK Common Stock (the "Exchange Ratio").
SAFLINK will assume outstanding options to purchase SSP's Common Stock
under SSP's stock option plans and will assume outstanding warrants and
promissory notes exercisable for or convertible into shares of SSP's
Common Stock.
Pursuant to the SAFLINK Voting Agreements, the SAFLINK Voting Agreement
Stockholder agreed, severally and not jointly, to vote all of the
shares of SAFLINK Common Stock beneficially owned by such SAFLINK
Voting Agreement stockholder in favor of the issuance of shares of
SAFLINK Common Stock in connection with the Merger. A SAFLINK Voting
Agreement terminates upon the earlier to occur of (i) the date upon
which the Merger Agreement is terminated, or (ii) the Effective Time.
The purpose of the transactions under the SAFLINK Voting Agreements is
to enable SAFLINK and SSP to consummate the transactions contemplated
under the Merger Agreement.
(c) Not Applicable.
(d) Pursuant to the Merger Agreement, Kris Shah and Marvin Winkler,
who are currently directors of SSP, will be appointed to the
SAFLINK board of directors.
(e) Other than as a result of the Merger described in Item 3 above,
not applicable.
(f)-(j) Not applicable.
References to and descriptions of the Merger and the Merger Agreement
as set forth in this Schedule 13D are qualified in their entirety by
reference to the Merger Agreement included as Exhibit 2.1 to the Form
8-K filed by SSP on March 24, 2004.
References to, and descriptions of, the SAFLINK Voting Agreements and
set forth in this Schedule 13D are qualified in their entirety by
reference to the form of SAFLINK Voting Agreement included as Exhibit
99.2 to the Form 8-K filed by SSP on March 24, 2004.
CUSIP NO. 784723 10 8 13D PAGE 5 OF 6
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The information set forth [and incorporated by reference] in
Items 3 and 4 is incorporated by reference herein.
As a result of the SAFLINK Voting Agreements, SSP may be deemed to be
the owner of at least 13,005,534 shares of SAFLINK Common Stock. Such
SAFLINK Common Stock constitutes approximately 41.5% of the issued
and outstanding shares of SAFLINK Common Stock based on the number of
shares of SAFLINK Common Stock outstanding as of March 19, 2004. SSP
may be deemed to have the shared power to vote such shares with respect
to those maters described above. However, SSP (i) is not entitled to
any rights as a stockholder of SAFLINK as to the shares and (ii) dis-
claims any beneficial ownership of the shares of SAFLINK Common Stock
which are covered by the SAFLINK Voting Agreements.
To SSP's knowledge, no person listed in Schedule A has an ownership
interest is SAFLINK.
Set forth on Schedule B are the names of the stockholders of SAFLINK
that have entered into a SAFLINK Voting Agreement with SSP, and
their present principal occupation or employment, including the name,
principal business and address of any corporation or other organization
in which such employment is conducted, to SSP's knowledge.
(c) To the knowledge of SSP, no transactions in the class of
securities reported have been effected during the past sixty days
by any person named pursuant to Item 2.
(d) To the knowledge of SSP, no other person has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of shares of SAFLINK Common Stock covered
by the SAFLINK Voting Agreements.
(e) Not applicable.
References to and descriptions of the SAFLINK Voting Agreements as set
forth in this Schedule 13D are qualified in their entirety by reference
to the copies of the form of SAFLINK Voting Agreement included as
Exhibit 99.2 to the Form 8-K filed by SSP on March 24, 2004.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth and incorporated by reference in Items 3, 4
and 5 is incorporated by reference herein.
Other than the Merger Agreement and the exhibits thereto, including the
form of SAFLINK Voting Agreement described herein, to the knowledge of
SSP, there are no contracts, arrangements, understandings or rela-
tionships among the persons named in Item 2 and between such persons
and any person with respect to any securities of SAFLINK, including but
not limited to transfer or voting of any of the securities, finder's
fees, joint ventures, loan or option arrangement, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
1. Agreement and Plan of Merger and Reorganization dated as of
March 22, 2003, by and among SAFLINK Corporation, Spartan
Acquisition Corporation and SSP Solutions, Inc.*
2. Form of Voting Agreement, dated as of March 22, between SSP
Solutions and certain stockholders of SAFLINK Corporation.*
* Incorporated by reference to the Form 8-K filed by SSP on March 24,
2004.
CUSIP No. 784723 10 8 13D Page 6 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 1, 2004
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(Date)
SSP Solutions, Inc.
By: /s/ Marvin Winkler, its Chief Executive Officer
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(Signature)
Exhibit A
Directors and Executive Officers of SSP Solutions, Inc.
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The following table sets forth the name, business address and
present principal occupation or employment of each director and
executive officer of SSP. Except as indicated below, the address
of each such person is c/o SSP Solutions, Inc., 17861 Cartwright
Road, Irvine, California 92614.
Directors of SSP
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Name and Title in Present Principal Occupation
SSP Solutions, Inc. and Name of Employer
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Marvin J. Winkler
Co-Chairman of the Board,
Chief Executive Officer
Kris Shah
Co-Chairman of the Board of
Directors, President, Chief
Operating Officer and Secretary
Gregg Amber, Esq. Attorney, Rutan & Tucker, LLP
611 Anton Blvd., Suite 1400,
Costa Mesa, California 92626
Ron R. Goldie Attorney
David A. Janes Janes Capital Partners
Executive Officers of SSP (who do not also serve as directors of SSP)
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Thomas E. Schiff
Executive Vice President, Chief
Financial Officer and Assistant
Secretary
Exhibit B
The following table sets forth the name of each SAFLINK
stockholder that entered into a voting agreement with SSP
Solutions. Except as indicated below, the business address
of each such person is 777 108th Avenue, N.E., Suite 2100,
Bellevue, Washington 98004.
Directors of SAFLINK
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Name and Title in Shares Beneficially
SAFLINK Owned
----------------- -------------------
Glenn L. Argenbright 2,000
Director, President and
Chief Executive Officer
Executive Officers of SAFLINK (who do not also serve as directors of
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SAFLINK)
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Gregory C. Jensen 0
Vice President of
Engineering
Other Shareholders
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North Sound Legacy 3,607,987
International Ltd.
c/o North Sound Capital, LLC
53 Forest Ave., Suite 202
Old Greenwich, CT 06870
North Sound Legacy 3,025,466
Institutional Fund LLC
c/o North Sound Capital, LLC
53 Forest Ave., Suite 202
Old Greenwich, CT 06870
North Sound Legacy 475,492
Fund LLC
c/o North Sound Capital, LLC
53 Forest Ave., Suite 202
Old Greenwich, CT 06870
Jon C. Engman 0
3515 Monterey Ct., N.E.
Newcastle, WA 98050
SDS Merchant Fund L.P. 5,894,589
c/o SDS Management, LLC
53 Forest Ave., Suite 202
Old Greenwich, CT 06870