SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 15, 2004
INTELLI-CHECK, INC.
(Exact name of registrant as specified in its charter)
Commission file number 001-15465
Delaware 11-3234779
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
246 Crossways Park West, Woodbury, New York 11797
(Address of principal executive offices) (Zip Code)
Issuer's Telephone number, including area code: (516) 992-1900
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 9, 2004, Intelli-Check, Inc. (the "Company") agreed to renew the
Employment Agreement with Frank Mandelbaum, the Company's Chairman and Chief
Executive Officer. The Employment Agreement, which was approved by the
Compensation Committee of the Board of Directors (the "Compensation Committee"),
extended the term of Mr. Mandelbaum's employment as the Company's Chief
Executive Officer, by one year to December 31, 2005. The Company also agreed to
renew the employment agreement with Edwin Winiarz, the Company's Senior
Executive Vice President and Chief Financial Officer. The Employment Agreement,
which was approved by the Compensation Committee of the Board of Directors,
extended the term of Mr. Winiarz' employment as the Company's Senior Executive
Vice President and Chief Financial Officer, by two years to December 31, 2006.
The Agreements are filed as Exhibits 10.18 and 10.19 to this report and are
incorporated by reference herein.
The material terms of the Employment Agreements include (i) the Chairman and
Chief Executive Officer's annual base salary of $250,000; (ii) the Company will
grant to the Chairman and Chief Executive Officer an option to purchase 75,000
shares of common stock at $4.37 per share, the fair market value on December 3,
2004, of which 25,000 shares shall become exercisable on January 1, 2005; 25,000
shall become exercisable on January 1, 2006; and the remaining 25,000 shall
become exercisable on January 1, 2007 provided that Mr. Mandelbaum remains as an
employee or director of the Company; (iii) the Senior Executive Vice President
and Chief Financial Officer's an annual base salary of $162,086.48; and (iv) the
Company will grant the Senior Executive Vice President and Chief Financial
Officer an option to purchase 50,000 shares of common stock at $4.37 per share,
the fair market value on December 3, 2004, of which 25,000 shares shall become
exercisable on January 1, 2005 and January 1, 2006, respectively.
Both Employment Agreements were executed on December 15, 2004.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
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10.18 Employment Agreement between Frank Mandelbaum and the Company, as
amended, dated as of December 15, 2004
10.19 Employment Agreement between Edwin Winiarz and the Company, as
amended, dated as of December 15, 2004
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: December 16, 2004 INTELLI-CHECK, INC.
By: /s/ Frank Mandelbaum
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Frank Mandelbaum
Chairman & Chief Executive Officer
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