Additional Proxy Soliciting Materials (definitive) (defa14a)
April 10 2018 - 6:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant
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[X]
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Filed
by a Party other than the Registrant
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[ ]
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Check
the appropriate box:
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[ ]
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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Soliciting
Material Pursuant to Section 240.14a-12
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INTELLICHECK,
INC.
(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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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.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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SUPPLEMENTAL MATERIALS
TO
DEFINITIVE
PROXY STATEMENT
FOR
THE 2018 ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD MAY 9, 2018
Explanatory
Note
The
following information is being filed to amend and supplement the original Schedule 14A filed March 30, 2018. The only change is
an addition to the Company’s Beneficial Ownership table to include a greater than 5% shareholder that was inadvertently
omitted from the original filing. A revised table is set forth below:
VOTING
SECURITIES AND PRINCIPAL STOCKHOLDERS
The
following table sets forth information with respect to the beneficial ownership of the Company’s Common Stock as of March
15, 2018, by each person who is known by Intellicheck to beneficially own more than 5% of Intellicheck’s Common Stock, each
officer, each director and all officers and directors as a group.
Shares
of Common Stock that an individual or group has a right to acquire within 60 days pursuant to the exercise or conversion of options,
warrants or other similar convertible or derivative securities are deemed to be outstanding for the purpose of computing the percentage
ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership
of any other person shown in the table.
There
are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which
may at a subsequent date result in a change in control of the Company.
The applicable percentage of ownership is based on 15,608,943 shares outstanding.
Name
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Shares
Beneficially Owned
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Percent
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Russell
T. Embry
(1)
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92,442
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*
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Bryan Lewis
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-
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-
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Bill White
(2)
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272,316
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1.74
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Emil R. Bedard
(3)
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137,151
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*
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Jack A. Davis
(3)
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92,728
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*
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William P. Georges
(3)
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73,108
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*
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Michael D. Malone
(3)
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103,608
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*
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Guy L. Smith
(4)
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217,322
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1.39
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David E. Ullman
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-
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-
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All Executive Officers
& Directors as a group (9 persons)
(5)
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988,674
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6.33
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5% Stockholders
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Marathon Micro Fund
L.P.
(6)
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1,190,250
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7.63
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First Eagle Investment
Management, LLC
(7)
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2,719,636
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17.42
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Clear Harbor Asset
Management, LLC
(8)
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1,197,462
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7.67
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Rawleigh Hazen Ralls,
IV
(9)
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810,000
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5.19
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Bruce Grossman
(10)
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922,745
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5.91
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*
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Indicates
beneficial ownership of less than one percent of the total outstanding Common Stock.
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(1)
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Includes
89,843 shares issuable upon exercise of stock options exercisable within 60 days.
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(2)
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Includes
262,692 shares issuable upon exercise of stock options exercisable within 60 days.
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(3)
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Includes
50,000 shares issuable upon exercise of stock options exercisable within 60 days.
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(4)
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Includes
101,798 shares issuable upon exercise of stock options exercisable within 60 days.
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(5)
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Includes
654,333 shares issuable upon the exercise of stock options exercisable within 60 days.
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(6)
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The
address of Marathon Micro Fund L.P. (“Marathon Micro”) is 4 North Park Drive, Suite 106, Hunt Valley, MD 21030;
shares reflected above for Marathon Micro are based on a Schedule 13G/A filed January 23, 2018.
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(7)
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The
address of First Eagle Investment Management, LLC (“First Eagle”) is 1345 Avenue of the Americas, New York, NY
10105; shares reflected above for First Eagle are based on a Schedule 13D/A filing made August 8, 2017.
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(8)
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The
address of Clear Harbor Asset Management, LLC (“Clear Harbor”) is 420 Lexington Ave., Suite 2006, New York, NY
10170; shares reflected above for Clear Harbor are based on a Schedule 13G/A filing made January 29, 2018.
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(9)
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The
address of Rawleigh Hazen Ralls, IV (“Ralls”) is c/o Lacuna, LLC, 1100 Spruce Street, Suite 202, Boulder, Colorado
80303; shares reflected above for Ralls are based on a Schedule 13G/A filed February 12, 2018.
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(10)
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The
address of Bruce Grossman (“Grossman”) is c/o Dillon Hill Capital LLC, 200 Business Park Drive, Suite 306, Armonk,
NY 10504; shares reflected above for Grossman are based on a Schedule 13G filed August 18, 2017.
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