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IDN > SEC Filings for IDN > Form 8-K on 1-Sep-2009All Recent SEC Filings

Show all filings for INTELLI CHECK MOBILISA, INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INTELLI CHECK MOBILISA, INC


1-Sep-2009

Entry into a Material Definitive Agreement


Item 1.01. Entry into a material definitive agreement.

On August 31, 2009 Intelli-Check - Mobilisa, Inc. (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Positive Access Corporation and its shareholders. Pursuant to the Merger Agreement, the Company is paying approximately $2.225 million to the former shareholders of Positive Access Corporation, represented by $1.225 million in cash and $1.0 million in shares of the Company's common stock, based on a thirty day average prior to the closing. The terms include $625,000 in initial cash payment, and $800,000 of IDN stock, with remaining payments in stock and cash at twelve and twenty-four months from closing, subject to certain contingencies.

The Merger Agreement contains customary representations, warranties, covenants and indemnification provisions. The foregoing description of the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.

The transaction contemplated by the Merger Agreement was consummated on August 31, 2009 with merger filings with the Secretary of State of the states of Minnesota and Delaware.

A press release announcing the transaction is attached as Exhibit 99.1 to this report.

Item 9.01.      Exhibits.

Exhibit   Description
2.1       Agreement and Plan of Merger, dated August 31, 2009
99.1      Press Release dated August 31, 2009

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