Securities Registration Statement (simplified Form) (s-3/a)
09 Julho 2018 - 7:19AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 6,
2018
Registration No. 333-225935
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IMAGEWARE SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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33-0224167
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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10815 Rancho Bernardo Road, Suite 310
San Diego, California 92127
(858) 673-8600
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant’s Principal Executive
Offices)
S. James Miller, Jr.
President and Chief Executive Officer
ImageWare Systems, Inc.
10815 Rancho Bernardo Road, Suite 310
San Diego, California 92127
(858) 673-8600
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
Copies to
Daniel W. Rumsey, Esq.
Jessica R. Sudweeks, Esq.
Disclosure Law Group, a Professional Corporation
600 West Broadway, Suite 700
San Diego, CA 92101
(619) 272-7050
Approximate date of
commencement of proposed sale to the public
: From time to time after this registration
statement becomes effective, as determined by market conditions and
other factors.
If
the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box. [ ]
If
any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [X]
If
this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]
If
this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same
offering. [ ]
If
this form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following
box. [ ]
If
this form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large accelerated filer
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[ ]
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Accelerated
filer
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[X]
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Non-accelerated
filer
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[ ]
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Smaller reporting company
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[ ]
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Emerging
growth company
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[ ]
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EXPLANATORY NOTE
ImageWare Systems, Inc. (the
“
Company
”
)
is filing this Amendment No. 1 to our Registration Statement
on Form S-3 (File No. 333-225935) for the sole purpose of filing
Exhibits 5.1 and 23.1 with the Securities and Exchange Commission.
This Amendment No. 1 does not modify any provision of the
Prospectus that forms a part of the Registration Statement and
accordingly such Prospectus has not been included
herein.
PART
II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
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1.1*
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Form of Underwriting Agreement
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4.1*
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Form of any certificate of designation with respect to any
preferred stock issued hereunder and the related form of preferred
stock certificate
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4.2*
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Form of any warrant agreement with respect to each particular
series of warrants issued hereunder
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4.3*
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Form of any warrant agency agreement with respect to each
particular series of warrants issued hereunder
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4.4*
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Form of any unit agreement with respect to any unit issued
hereunder
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Opinion of Disclosure Law Group, a Professional
Corporation
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Consent of Disclosure Law Group, a Professional Corporation
(included in Exhibit 5.1)
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Consent of Independent Registered Public Accounting Firm
–
Mayer Hoffman McCann P.C.
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Power of Attorney (located on signature page of Registration
Statement on Form S-3, filed June 28, 2018)
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*
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To be filed, if necessary, by a report filed under the Securities
Exchange Act of 1934, as amended, and incorporated or deemed to be
incorporated by reference to this registration
statement.
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**
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Previously filed as an exhibit to the Company’s Registration
Statement on Form S-3, filed on June 28, 2018.
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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-3 and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of San Diego, California on
July 6
, 2018.
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IMAGEWARE SYSTEMS, INC.
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By:
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/s/ S. James Miller, Jr.
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S.
James Miller, Jr.
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Chief
Executive Officer, President
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature
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Title(s)
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Date
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/s/
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S.
James Miller, Jr.
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President,
Chief Executive Officer and Chairman
(Principal
Executive Officer)
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July 6,
2018
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/s/ *
Wayne
Wetherell
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Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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July 6,
2018
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/s/ *
David
Loesch
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Director
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July 6,
2018
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/s/ *
Steve
Hamm
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Director
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July 6,
2018
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/s/ *
David
Carey
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Director
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July 6,
2018
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/s/
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John
Cronin
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Director
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July 6,
2018
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/s/
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Neal
Goldman
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Director
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July 6,
2018
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/s/
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Charles
Crocker
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Director
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July 6,
2018
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/s/
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Dana
Kammersgard
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Director
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July 6,
2018
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/s/
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Robert
T. Clutterbuck
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Director
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July 6,
2018
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/s/
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Charles
Frischer
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Director
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July 6,
2018
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* By:
/s/ S. James Miller,
Jr.
Attorney-in-fact
ImageWare Systems (CE) (USOTC:IWSY)
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