Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated May 7, 2009
Relating to Preliminary Prospectus dated April 24, 2009
Registration No. 333-158551
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“Commission”) for the offering to which this communication relates. relates Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the Commission’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any broker dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-433-9045 or electronically by visiting http://www.paulsoninvestment.com.
Roadshow May 2009
ICOP Digital, Inc.
Nasdaq: ICOP
ICOP
Safe Harbor
Statement
This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to risks and uncertainties that could cause actual results to vary materially from those projected in the forward-looking statements. The Company may experience significant fluctuations in future operating results due to a number of economic, competitive, and other factors, including, among other things, the size and timing of customer contracts, new or increased competition, changes in market demand, and seasonality of purchases of the Company's products and services. These factors and others could cause operating results to vary significantly from those in prior periods, and those projected in forward-looking statements. Additional information with respect to these and other factors, which could materially affect the Company and its operations, are included in certain forms the Company expects to file with the Securities and Exchange Commission.
Who is ICOP?
PHILOSOPHY
Without local security, there can be no national security.
VISION
To deliver technology that enhances emergency response professionals’ ability to protect our communities.
MISSION
To deliver video technology solutions that enable effective collection and efficient management of evidentiary information.
ICOP Investment Opportunity
Founded May 2002
Substantial High Growth Markets NASDAQ: ICOP
48 Employees Blue Chip Team
Differentiated Market Approach
Proven Quality Leader
ICOP
Proven Leadership
David C. Owen, Chairman, CEO and Director
Bank Owner, Investment Banker, Kansas State Senator & Kansas Lt. Governor
Laura E. Owen, COO, President and Director
Entrepreneur, Investment Banker, Kansas Secretary of Commerce
Mickie Koslofsky, Chief Financial Officer
BS- Accounting, MBA, CPA
Bob Bradley, Director of National Sales and Marketing
VP - Sales and Business Development, Integrian VP - Sales and Marketing, SlickEdit
Kevin McGahee, Director of Product Development
Director of Engineering at Thales, Rockwell Collins
David H. Nicholl, Director of Technology
Product Development, Bayer
ICOP
Independent Directors
Noel Koch
Served as a Special Assistant to both President Nixon and President Ford; Serves as Principal Deputy Assistant to the Secretary of Defense for International Security Affairs and as Director for Special Planning for the U.S. Department of Defense where he supervised the development of Anti-Terrorist Programs, Counter-Terrorist Operations and the restoration of the U.S. Special Operations Forces; Vietnam veteran; Currently President and CEO of TranSecur, a global travel security Information service; Adjunct Professor at Georgetown University where he teaches “Low-Intensity Conflict” as part of the National Security Studies Program.
Roger Mason
20 years in manufacturing management (Road Electronics, Birdview Satellite Communications, Cobalt Boats, and Mason Electronics)
Bryan Ferguson
VP of Shaw Capital, Inc., the project development and financial services arm of The ICOP Shaw Group, Inc. Responsibilities include the development of equity investment projects, assets or acquisitions, providing deal structure, equity and debt financing arrangments and partnership alignment.
ICOP
Industry Advisors
Lou Anemone, Chief of Department – NYPD (Retired)
35 year veteran of the New York Police Department.
One of the co-developers of the Compstat Unit
During his tenure with the NYPD
Homicides were reduced 60 percent
Violent crime dropped 50 percent
Police use of deadly force fell 60%.
Cold Case Squad successfully put into place
Owns and operates Anemone Consulting, Inc.
Law enforcement and counter-terrorism consulting company
ICOP
Industry Advisors (Cont’d)
Tully Plesser
Chairman of Consensus Research Group
Global strategic research and consulting organization
Headquartered in New York City with Research Centers in Philadelphia, Los Angeles and Düsseldorf, Germany.
Founder andPresident of Cambridge Marketing & Opinion Studies until its acquisition by the Minneapolis Star & Tribune Companies.
Previously held executive research posts at Hal Riney & Partners Advertising, the Interpublic Group of Companies,
Served as political research consultant to the Republican National Committee and the National Republican Senatorial Committee.
Clients include (among others):
Time. Inc. General Motors Chase Marsh & McLennan Newsweek Pfizer Citicorp The MONY Group Financial Times Mars, Inc UBS Lehman Brothers ABC-TV Wal-Mart Ernst & Young Humana
ICOP
Breakthrough Products
ICOP Model 20/20®-W ICOP 20/20 VISION™ ICOP EXTREME™ ICOP DVMS ™ ICOP iVAULT MMS™
ICOP LIVE™
ICOP Model 4000™
ICOP
ICOP Model 20/20®-W
and ICOP 20/20 VISION™
ICOP
Rugged and Reliable
Quality Matters Quality Convicts
I COP
Award-Winning
Innovation Awards
LAW ENFORCEMENT
Product News
LAW ENFORCEMENT
TECHNOLOGY
Officer.com
The Source for Law Enforcement
WINNER
ICOP
U.S. Markets
440,000 Police Vehicles
500,000 School Buses
80,000 Transit Buses
Light Rail
Heavy Rail
Commuter Rail
Cash Transit
ICOP
Middle East
ICOP
GCC Countries
Sales Channels
ICOP
Sales Channels
Domestic
Direct Sales Team and Independent Dealers Manufacturers Representatives
Officer Sales Team
Strategic Partners – Sprint, Strix Systems, Dell
International
ICOP Distributors: Australia, Canada, Middle East, Mexico, and South America
ICOP
Market Penetration
WA
ME
MT
ND
OR
MN
VT
NH
ID
SD
NY
MA
WI
RI
WY
MI
CT
IA
PA
NJ
CA
NV
NE
OH
MD
UT
IL
IN
DE
WV
CO
KS
MO
VA
KY
NC
TN
AZ
OK
NM
AR
SC
MS
AL
GA
TX
LA
AK
FL
HI
ICOP Customer ICOP Customer Soon
ICOP
Investor Facts
Ticker—Stock:
Ticker – Warrants:
Sector:
Recent Price:
Shares Outstanding:
Post Offering
12-Month Range:
Approximate Float:
Market Cap:
Avg. Daily Vol:
Insider Ownership:
Fully Diluted:
Nasdaq: ICOP
Nasdaq: ICOPW
Surveillance Technology
$0.55 (Common Stock)
$0.06 (Warrants)
7.46 Million
12.8 Million
$0.11—$2.64
6.26 Million
$4.13 Million
27,000
19%
13.6 Million
As of April 28, 2009
ICOP
Historical Performance
$12,000,000
$10,000,000
$8,000,000
$6,000,000
$ 4, 000,000
$2,000,000
$0
2005
2006
2007
2008
ICOP
Use of Proceeds
Amount Percentage
Inventory Purchases $1,236,250 50%
General Corporate Purposes $1,236,250 50%
Inventory purchases primarily include the purchases of the units of the ICOP
Model 20/20-W, the ICOP 20/20 Vision, and the ICOP Model 4000 from
third-party manufacturers.
General corporate purposes include accounting and legal fees, rent and other facilities expenses and other working capital expenses and may include acquisitions of companies, products or technology, although there are no current agreements with respect to any acquisitions.
ICOP
Deal Structure
550,000 Units
Unit Price $5.50
Each unit will consist of 10 shares of common stock as well as 10 Class B warrants
The Class B warrants will trade only as part of a unit for 30 days following the date of the prospectus, after which the common stock and Class B warrants will begin trading separately.
ICOP
ICOP Digital, Inc.
Advancing Surveillance Technology
16801 West 116th Street Lenexa, KS 66219 USA
Tel: 913.338.5550 Fax: 913.312.4006
Nasdaq: ICOP
www.ICOP.com