UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
x
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨
Definitive Proxy Statement
¨
Definitive Additional Materials
¨
Soliciting Material under §240.14a-12
INTELLICHECK MOBILISA, INC.
(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PRELIMINARY PROXY MATERIAL—SUBJECT TO COMPLETION
INTELLICHECK MOBILISA, INC.
191 Otto Street
Port Townsend, WA 98368
Phone: (360) 344-3233
[?], 2014
Dear Stockholders:
You are cordially invited to attend a Special Meeting of the Stockholders of Intellicheck Mobilisa, Inc. (the “Company”) to be held on [?], [?], 2014, at [?] at [?]. Details about the meeting and the matters to be acted on at the meeting are presented in the Notice of Special Meeting of Stockholders and proxy statement that follow.
At the meeting, stockholders will be asked to consider and vote upon a proposal to grant the Board of Directors discretionary authority to amend the Company’s certificate of incorporation to effect a one-for-ten reverse split of the Company’s common stock. The Board of Directors believes that the proposed amendment is prudent and necessary to aid the expansion of our audience of potential investors, both institutional and retail. Accordingly, the Board of Directors has declared the proposed amendment to be advisable and in the best interests of the Company and its stockholders and has unanimously recommended that stockholders vote FOR the proposed amendment.
It is important that your shares be represented at the meeting, regardless of the number of shares you hold and whether or not you plan to attend the meeting in person. All stockholders are cordially invited to attend the meeting in person. However, to assure the presence of a quorum, the Board of Directors requests that all stockholders of record promptly complete, sign, date and return the enclosed proxy card, which is solicited by the Board of Directors, or vote by internet or telephone by following the instructions on the enclosed proxy card, whether or not you plan to attend the meeting. The proxy is revocable and will not be used if you attend and vote at the meeting in person or otherwise provide notice of your revocation. The prompt return of proxies will save the Company the expense of further requests for proxies in order to ensure a quorum. No postage is required if mailed in the United States.
If you have any questions regarding the information contained in the proxy statement or regarding the completion of the enclosed proxy card, voting by internet or telephone, or would like directions to the meeting, please call the Company at (360) 344-3233.
On behalf of the Company’s Board of Directors and management, it is my pleasure to express our appreciation for your continued support.
Sincerely,
INTELLICHECK MOBILISA, INC.
191 Otto Street
Port Townsend, WA 98368
Phone: (360) 344-3233
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [?] , [?] , 2014
A Special Meeting of the Stockholders (the “Special Meeting”) of Intellicheck Mobilisa, Inc. (the “Company”) will be held on [?], [?], 2014, at the [?]. Registration for the Special Meeting will begin at [?], [?] Time. The Special Meeting will commence at [?], [?] Time.
The purposes of the Special Meeting are to:
1.
Consider and vote upon a proposal to grant the Board of Directors discretionary authority to amend the Company’s certificate of incorporation to effect a one-for-ten reverse split of the Company’s common stock; and
2. Transact such other business as may properly come before the Special Meeting or any adjournment or postponement thereof.
Only stockholders that were listed on the Company’s records at the close of business on [?], 2014, the record date set by the Board of Directors for the meeting, are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments thereof.
A stockholder list will be available at the Company’s corporate office beginning [?], 2014 during normal business hours for examination by any stockholder registered on the Company’s stock ledger as of the record date for any purpose germane to the Special Meeting.
By Order of the Board of Directors,
[?]
[?], 2014
INTELLICHECK MOBILISA, INC.
191 Otto Street
Port Townsend, WA 98368
Phone: (360) 344-3233
Proxy Statement
Special Meeting of Stockholders
[?] , [?] , 2014
[?][?] Time
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Intellicheck Mobilisa, Inc., a Delaware corporation (the “Company”), for use at the Special Meeting of Stockholders of the Company to be held on [?], [?], 2014 (the “Special Meeting”), and at any adjournment thereof. The Special Meeting will be held at [?]. Registration for the Special Meeting will begin at [?], [?] Time. The Special Meeting will commence at [?], [?] Time. This solicitation is being made by mail; however, the Company also may use its officers, directors and employees (without providing them with additional compensation) to solicit proxies from stockholders in person or by telephone, facsimile or letter. Distribution of this proxy statement and the proxy card via U.S. mail is scheduled to begin on or about [?], 2014.
Important Notice Regarding the Availability of Proxy Materials
for the Special Meeting of Stockholders to be Held on [?] , 2014:
The notice, proxy statement and form of proxy card are available at
[?]
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND VOTING
Q:
Why did I receive this proxy statement?
A: The Company is soliciting your proxy vote at the Special Meeting because you owned of record one or more shares of common stock of the Company at the close of business on [?], [?], 2014, the record date for the meeting, and, therefore, are entitled to vote at the Special Meeting.
Q: What is a proxy?
A: A proxy is your legal designation of another person or persons (the “proxy” or “proxies,” respectively) to vote on your behalf. By completing and returning the enclosed proxy card, you are giving [?] and [?], the proxies, the authority to vote your shares of common stock at the Special Meeting in the manner you indicate on your proxy card. If you do not give direction with respect to any nominee or other proposal, the proxies will vote your shares as recommended by the Board of Directors. The proxies are authorized to vote in their discretion if other matters are properly submitted at the Special Meeting, or any adjournments thereof.
Q: When and where is the Special Meeting?
A: The Special Meeting will be held on [?], [?], 2014 at [?]. Registration for the meeting will begin at [?], [?] Time. The Special Meeting will commence at [?], [?] Time.
Q: What am I voting on?
A: You are voting on:
? Proposal No. 1 —To consider and vote upon a proposal to grant the Board of Directors discretionary authority to amend the Company’s certificate of incorporation to effect a one-for-ten reverse split of the Company’s common stock.
Q: What does the Board of Directors recommend?
A: The Board of Directors recommends a vote:
? FOR the proposal to grant the Board of Directors discretionary authority to amend the Company’s certificate of incorporation to effect a one-for-ten reverse split of the Company’s common stock (see Proposal No. 1).
Q: How many votes do I have?
A: On any matter which may properly come before the Special Meeting, each stockholder entitled to vote thereon will have one vote for each share of common stock owned of record by such stockholder as of the close of business on the record date, [?], [?], 2014.
Q: How many shares of common stock may vote at the Special Meeting?
A: At the close of business on the record date, [?], [?], 2014, there were [?] outstanding shares of common stock. This means that there may be [?] votes on any matter presented at the Special Meeting.
Q: What vote is required to approve each of the proposals?
Proposal No. 1—Approval of the proposal to grant the Board of Directors discretionary authority to amend the Company’s certificate of incorporation to effect a one-for-ten reverse split of the Company’s common stock — Provided a quorum of at least a majority of the issued and outstanding stock is present (in person or by proxy), the affirmative vote of a majority of the outstanding shares of common stock will result in the approval of the proposal to grant the Board of Directors discretionary authority to amend the Company’s certificate of incorporation to effect a one-for-ten reverse split of the Company’s common stock.
Q: What constitutes a quorum?
A: Transaction of business may occur at the Special Meeting if a quorum is present. The presence, in person or by proxy, of a majority of the outstanding shares of common stock as of the record date is required to constitute a quorum. On [?], 2014, the Company had [?] outstanding shares of common stock; and, therefore, the presence of [?] shares will constitute a quorum for the transaction of business at the Special Meeting. If you submit a proxy or vote in person at the meeting, your shares will be counted in determining whether a quorum is present at the Special Meeting. Abstentions also are counted for the purpose of determining a quorum, as discussed below.
Q: What is the effect of abstentions?
A: You may vote FOR , AGAINST or ABSTAIN on Proposal No. 1. If you abstain from voting on Proposal No. 1, your shares will be deemed present, but will not be deemed to have voted in favor of the proposal. An abstention, therefore, has the same effect as a vote against Proposal No. 1.
If you just sign and submit your proxy card without voting instructions, your shares will be voted FOR Proposal No. 1.
Q: What is the effect of broker non-votes?
A: Shares that are held by brokers in “street name” may be voted by the broker on “routine” matters. To vote on “non-routine” matters, the broker must obtain stockholder direction. When the broker does not vote the shares, the broker’s abstention is referred to as a “broker non-vote.”
Brokers do not have discretion to vote shares for non-routine matters, such as Proposal No. 1. Accordingly, if your shares are held in street name and you do not submit voting instructions to your broker, your shares will not be counted in determining the outcome of these proposals.
Broker non-votes will not be considered present for quorum purposes at the Special Meeting.
Q: How do I vote my shares?
A: If you are a stockholder of record, you may vote your shares of common stock at the Special Meeting using any of the following methods:
? Proxy Card —The enclosed proxy card is a means by which a stockholder may authorize the voting of the stockholder’s shares of common stock at the Special Meeting. The shares of common stock represented by each properly executed proxy card will be voted at the Special Meeting in accordance with the stockholder’s directions. The Company urges you to specify your choices by marking the appropriate boxes on the enclosed proxy card. After you have marked your choices, please sign and date the proxy card and mail the proxy card to the Company’s stock transfer agent, Continental Stock Transfer & Trust, in the enclosed envelope. If you sign and return the proxy card without specifying your choices, your shares will be voted FOR the approval of the proposed amendment to the Company’s Certificate of Incorporation.
? In Person at the Special Meeting —All stockholders of record as of [?], [?], 2014 may vote in person at the Special Meeting. Even if you plan to attend the Special Meeting, we recommend that you submit your proxy card or vote by internet or telephone ahead of time so that your vote can be counted if you later decide not to attend.
You are a “beneficial owner” of shares held in “street name,” rather than a “stockholder of record,” if your shares are held in the name of a broker, bank, trust or other nominee as a custodian, and this proxy statement and the accompanying notice were forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker, bank, trust or other nominee how to vote your shares. You may vote by proxy by completing the voting instruction form provided by your custodian. Since a beneficial owner is not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from the broker, bank, trustee, or nominee that holds your shares giving you the right to vote the shares at the meeting.
Q: Can I change my vote after I have mailed in my proxy card?
A: Proxies solicited by the Board of Directors may be revoked at any time prior to the Special Meeting. No specific form of revocation is required. You may revoke your proxy by:
? Voting in person at the Special Meeting;
? Returning a later-dated signed proxy card; or
? Giving personal or written notice of the revocation to the Company’s Corporate Secretary at the commencement of the Special Meeting.
If your shares are held in “street name” through a broker or other nominee, you will need to contact that nominee if you wish to change your voting instructions.
Q: How will my shares be voted if I do not specify how they should be voted or if I vote for too few or too many choices on the proxy card?
A: If you are a record holder and do not mark a choice with respect to the approval of Proposal No. 1, then the proxies solicited by the Board of Directors will be voted FOR the approval of such proposal. If you mark contradicting choices on your proxy card, such as a mark both FOR and AGAINST the approval of a proposal, then your shares will not be counted either for or against the proposal for which you have marked contradicting choices.
Q: Who can attend the Special Meeting?
A: All stockholders of record as of the close of business on the record date, [?], [?], 2014, may attend the Special Meeting. If you are not a stockholder of record but hold shares through a broker, bank, trustee, or other nominee as custodian ( i.e. , in street name), we may request proof of your beneficial ownership as of the record date, such as an account statement, a copy of the voting instruction card provided by your custodian, a “legal proxy” provided by your custodian, or other similar evidence of ownership.
Q: Who will count the votes?
A: All proxies submitted to the Company will be tabulated by the Company’s stock transfer agent, Continental Stock Transfer & Trust. All shares voted by stockholders of record present in person at the Special Meeting will be tabulated by the Company’s Corporate Secretary or his designee.
Q: Who is paying for this proxy solicitation?
A: The entire cost of this proxy solicitation will be borne by the Company. The cost will include the cost of supplying necessary additional copies of the solicitation materials for beneficial owners of shares held of record by brokers, dealers, banks and voting trustees and their nominees and, upon request, the reasonable expenses of such record holders for completing the mailing of such materials to such beneficial owners. The cost may also include up to $5,000 for the appointment of a proxy solicitor to solicit proxies, should the Company determine such solicitation is necessary.
PROPOSAL NO. 1
GRANT THE BOARD OF DIRECTORS DISCRETIONARY AUTHORITY TO AMEND THE COMPANY’S CERTIFICATE OF INCORPORATION TO EFFECT A ONE-FOR-TEN REVERSE STOCK SPLIT OF THE COMPANY’S COMMON STOCK
Introduction
On May 28, 2014, our Board approved an amendment to our Certificate of Incorporation, which the Board is recommending to the stockholders for approval, to implement a one-for-ten reverse split of our common stock, provided that the Board of Directors determines to effect the reverse stock split and such amendment is filed with the Delaware Secretary of State no later than [?] [?], 2014.
Based on the number of shares currently issued and outstanding, immediately following the one-for-ten reverse split the Company would have approximately [?] shares of Common Stock issued and outstanding (without giving effect to fractional shares).
The reverse split will not alter the number of shares of common stock authorized for issuance, but will simply reduce the number of shares of common stock issued and outstanding, and will have the effect of increasing our authorized shares by a factor of ten.
The form of the amendment to our Amended and Restated Certificate of Incorporation to effect the reverse split is attached to this Proxy Statement as Appendix A. The following discussion is qualified in its entirety by the full text of the amendment, which is hereby incorporated by reference.
The reverse split will be effective upon the filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware. However, the Board reserves the right, notwithstanding stockholder approval and without further action by stockholders, to elect not to proceed with the reverse split if the Board determines that the reverse split is no longer in our best interests and the interests of our stockholders.
If the proposed reverse split proposal is approved by our stockholders, and if the Board of Directors in its discretion still believes at that time the reverse split is in the best interests of the Company and its stockholders, after the Board of Directors votes in favor of effecting the reverse split, the reverse split will be implemented by filing a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware, and the reverse split will become effective on the date of the filing (the “Split Effective Date”). We will obtain a new CUSIP number for the new common stock effective at the time of the reverse split. Stockholders who held shares of our Common Stock as of the close of business on the Split Effective Date (“Record Holders”) will be notified as soon as practicable after the Effective Date that the reverse split has been effected. Our transfer agent will act as its exchange agent (the “Exchange Agent”) in implementing the exchange of their certificates. As soon as practicable after the Split Effective Date, Record Holders will be notified and requested to surrender their certificates representing shares of pre-split common stock (“Old Common Stock”) to the Exchange Agent in exchange for certificates representing post-split common stock (“New Common Stock”).
As soon as practicable after the Split Effective Date, a letter of transmittal will be sent to stockholders of record as of the Split Effective Date for purposes of surrendering to the transfer agent certificates representing Old Common Stock in exchange for certificates representing New Common Stock shares in accordance with the procedures set forth in the letter of transmittal. No new certificates will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s), together with the properly completed and executed letter of transmittal, to the Exchange Agent. From and after the Split Effective Date, any certificates representing Old Common Stock which are submitted for transfer, whether pursuant to a sale, other disposition or otherwise, will be exchanged for certificates representing New Common Stock.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Stockholders whose shares are held in electronic or book entry form do not need to take action other than voting on the proposal. Upon the effectiveness of the reverse split, these shares will automatically be adjusted to reflect the new quantity of shares.
The number of shares which will result in fractional interests cannot be precisely predicted as we cannot determine in advance the number of stockholders whose total holdings are not evenly divisible by the exchange ratio. As described below, holders of Common Stock holding fractional shares will be entitled to cash payments in lieu of such fractional shares.
Purpose of the Proposed Reverse Split
Our common stock is quoted on the NYSE MKT under the symbol “IDN”. As of [?] [?], 2014, the last reported closing price of the Company’s common stock was $[?]. The reverse stock split is intended to expand our audience of potential investors, both institutional and retail, by reducing the number of shares of Common Stock outstanding, which we believe will result in a corresponding increase in our stock price. There are several factors to consider.
The first factor is that some institutional investors have internal policies preventing the purchase of low-priced stocks. Similarly, non-solicitation rules at most broker-dealers prevent financial advisors or brokers within those firms from soliciting orders in low-priced stocks. In both cases, five dollars is a price level that is commonly set as the minimum price requirement for such institutions or broker-dealers to purchase a common stock. We believe the reverse split will at least initially increase our stock price above such threshold.
