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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
SSP Solutions, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
784723 10 8
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(CUSIP Number)
Marvin J. Winkler
c/o SSP Solutions, Inc.
17861 Cartwright Road
Irvine, CA 92614
(949) 851-1085
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 22, 2004
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. | |
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(continued on following pages)
CUSIP No. 784723 10 8 13D Page 2 of 7
________________________________________________________________________________
1. Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
Marvin J. Winkler
________________________________________________________________________________
2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [_]
(b) [X]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds (See Instructions) OO
________________________________________________________________________________
5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [_]
________________________________________________________________________________
6. Citizenship or Place of Organization
United States
________________________________________________________________________________
NUMBER OF 7. Sole Voting Power
SHARES 94,234 (1)
BENEFICIALLY _________________________________________________________________
OWNED BY 8. Shared Voting Power
EACH 5,702,654 (2)
REPORTING _________________________________________________________________
PERSON 9. Sole Dispositive Power
WITH 94,234 (1)
_________________________________________________________________
10. Shared Dispositive Power
5,702,654 (2)
________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,796,888
________________________________________________________________________________
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11) 14.9% (3)
________________________________________________________________________________
14. Type of Reporting Person (See Instructions) IN
________________________________________________________________________________
(1) Represents shares vested within 60 days after March 22, 2004 under
employee stock options to purchase up to 226,250 shares.
(2) This reporting person is deemed to share voting and dispositive power over
these shares with (i) JAW Lending, Inc., of which this reporting person is
an executive officer and 50% shareholder, and (ii) JAW Financial, L.P., of
which JAW Lending, Inc. is the general partner, and this reporting person
and his spouse are the limited partners. This reporting person's spouse
owns the remaining 50% of the outstanding shares of JAW Lending, Inc. In
addition, voting power is shared with SAFLINK Corporation with respect to
the proposed merger of SSP Solutions, Inc. with Spartan Acquisition
Corporation, a subsidiary of SAFLINK Corporation, as contemplated by an
Agreement and Plan of Merger and Reorganization ("Merger Agreement") dated
March 22, 2004 among SSP Solutions, Inc., SAFLINK Corporation and Spartan
Acquisition Corporation, which is filed as Exhibit 2.1 to the Current
Report on Form 8-K of SSP Solutions, Inc., filed March 24, 2004.
(3) Calculated based on 38,816,398 shares outstanding or deemed outstanding as
of March 29, 2004.
CUSIP No. 784723 10 8 13D Page 3 of 7
________________________________________________________________________________
1. Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
JAW Financial, L.P.
________________________________________________________________________________
2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [_]
(b) [X]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds (See Instructions) OO
________________________________________________________________________________
5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [_]
________________________________________________________________________________
6. Citizenship or Place of Organization
California
________________________________________________________________________________
NUMBER OF 7. Sole Voting Power: 0
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 5,702,654 (1)
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 0
WITH _________________________________________________________________
10. Shared Dispositive Power
5,702,654 (1)
________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,702,654 (1)
________________________________________________________________________________
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11) 14.7% (2)
________________________________________________________________________________
14. Type of Reporting Person (See Instructions) PN
________________________________________________________________________________
(1) This reporting entity is deemed to have shared voting and dispositive power
over these shares with (i) JAW Lending, Inc., the general partner of this
reporting entity; and (ii) Marvin J. Winkler, an executive officer and 50%
shareholder of JAW Lending, Inc. In addition, voting power is shared with
SAFLINK Corporation with respect to the proposed merger of SSP Solutions,
Inc. with Spartan Acquisition Corporation, a subsidiary of SAFLINK
Corporation, as contemplated by an Agreement and Plan of Merger and
Reorganization ("Merger Agreement") dated March 22, 2004 among SSP
Solutions, Inc., SAFLINK Corporation and Spartan Acquisition Corporation,
which is filed as Exhibit 2.1 to the Current Report on Form 8-K of SSP
Solutions, Inc., filed March 24, 2004.
(2) Calculated based on 38,816,398 shares outstanding as of March 29, 2004.
CUSIP No. 784723 10 8 13D Page 4 of 7
________________________________________________________________________________
1. Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
JAW Lending, Inc.
________________________________________________________________________________
2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [_]
(b) [X]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds (See Instructions) OO
________________________________________________________________________________
5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [_]
________________________________________________________________________________
6. Citizenship or Place of Organization
California
________________________________________________________________________________
NUMBER OF 7. Sole Voting Power: 0
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 5,702,654 (1)
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 0
WITH _________________________________________________________________
10. Shared Dispositive Power
5,702,654 (1)
________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,702,654(1)
________________________________________________________________________________
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11) 14.7% (2)
________________________________________________________________________________
14. Type of Reporting Person (See Instructions) CO
________________________________________________________________________________
(1) This reporting entity is deemed to have shared voting and dispositive power
over these shares with (i) JAW Financial, L.P., the entity to which the
shares were issued and in which this reporting person is the general
partner; and (ii) Marvin J. Winkler, an executive officer and 50%
shareholder of this reporting entity. In addition, voting power is shared
with SAFLINK Corporation with respect to the proposed merger of SSP
Solutions, Inc. with Spartan Acquisition Corporation, a subsidiary of
SAFLINK Corporation, as contemplated by an Agreement and Plan of Merger and
Reorganization ("Merger Agreement") dated March 22, 2004 among SSP
Solutions, Inc., SAFLINK Corporation and Spartan Acquisition Corporation,
which is filed as Exhibit 2.1 to the Current Report on Form 8-K of SSP
Solutions, Inc., filed March 24, 2004.
(2) Calculated based on 38,816,398 shares outstanding as of March 29, 2004.
CUSIP No. 784723 10 8 13D Page 5 of 7
This Amendment No. 3 to Schedule 13D ("Amendment") amends the Schedule
13D ("Original Schedule 13D") filed by Marvin J. Winkler ("Winkler"), JAW
Lending, Inc. ("JAW Lending") and JAW Financial, L.P. ("JAW Financial") on
September 27, 2001, as previously amended January 16, 2003 and November 18,
2003. Winkler, JAW Lending and JAW Financial are sometimes collectively referred
to herein as the "Reporting Persons."
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended to reflect the information contained in Item 4 below
regarding the source and amount of funds or other consideration involved in the
transactions described in this Amendment.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is supplemented to reflect the occurrence of the following:
On March 22, 2004, the Issuer entered into an Agreement and Plan of
Merger and Reorganization ("Merger Agreement") providing for the merger
of the Issuer with Spartan Acquisition Corporation, a wholly owned
subsidiary of SAFLINK Corporation. If the transactions provided for in
the Merger Agreement (the "Merger") are consummated, the Issuer will
become a wholly owned subsidiary of SAFLINK Corporation, and each
outstanding share of common stock of the Issuer will be converted into
0.6 shares of common stock of SAFLINK Corporation. The common stock of
the Issuer will then no longer be listed on the Nasdaq Stock Market,
and will be eligible for termination of registration under the
Securities Exchange Act.
JAW Financial intends to make a gift of 80,000 shares of the Issuer's
Common Stock to a third party.
CUSIP NO. 784723 10 8 13D PAGE 6 OF 7
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended to reflect the following:
(a) Winkler beneficially owns 5,796,888 shares of common Stock of the
Issuer, which equals approximately 14.9% of the total 38,816,398
shares of common stock of the Issuer that are outstanding or deemed outstanding
as of March 29, 2004. These include (i) 94,234 shares vested within 60 days
after March 19, 2004 under employee stock options to purchase up to 226,250
Shares and (ii) 5,702,654 shares held by JAW Financial. Each of JAW Financial
and JAW Lending beneficially owns 5,702,654 shares of common stock of the Issuer
held by JAW Financial, which shares represent approximately 14.7% of the Total
Shares.
(b) Winkler has sole voting and dispositive power as to the 92,234
vested option shares and shares with JAW Financial, JAW Lending and SAFLINK
Corporation voting power over the 5,702,654 shares of common stock of the Issuer
held by JAW Financial. Winkler, JAW Financial and JAW Lending share dispositive
power over such 5,702,654 shares. The voting power shared with SAFLINK
Corporation relates solely to the proposed merger of SSP Solutions, Inc. with
Spartan Acquisition Corporation, a subsidiary of SAFLINK Corporation.
(c) None of the Reporting Persons has effected any transactions in the
Issuer's common stock during the past 60 days except as described in Item 4
above, except that JAW Financial intends to make a gift of 80,000 shares of the
Issuer's common stock to a third party.
(d) No person, other than the Reporting Persons, is known to have the
right to receive or the power to direct the receipt of dividends from, or
proceeds from the sale of the shares beneficially owned by the Reporting
Persons, except that Winkler's spouse, Sheri Winkler, may receive proceeds as
the legal owner of 50% of the outstanding shares of JAW Lending, Inc.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is amended to reflect the information contained in Item 4 above,
together with the following:
In connection with the Merger, JAW Financial, L.P. entered into a
Stockholder Agreement with SAFLINK Corporation, pursuant to which JAW Financial,
L.P. agreed to vote the shares of Common Stock of the Issuer held by it (i) in
favor of approval of the Merger and any matter that could reasonably be expected
to facilitate the Merger and (ii) against any proposal for any recapitalization,
merger, sale, of assets or other business combination (other than the Merger)
between the Issuer and any person or entity other than SAFLINK Corporation and
Spartan Acquisition Corporation. JAW Financial, L.P. further agreed, pursuant to
such Stockholder Agreement, not to sell, exchange, pledge or otherwise dispose
of or encumber the shares of common stock owned by it, other than as disclosed
in Item 5 (c) above, or to make any offer or agreement relating thereto, at any
time prior to the earlier of: (i) the effective time of the Merger or (ii) the
termination of the Merger Agreement. Pursuant to such Stockholder Agreement,
JAW Financial, L.P. irrevocably appointed the members of the board of directors
of SAFLINK Corporation as its proxy to vote the shares of capital stock of the
Issuer owned by it in accordance with JAW Financial, L.P.'s agreements as
described above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended to include the following exhibit:
Exhibit No. Description
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1 Agreement and Plan of Merger and Reorganization dated
as of March 22, 2003, by and among SAFLINK
Corporation, Spartan Acquisition Corporation and SSP
Solutions, Inc.*
2 Form of Voting Agreement, dated as of March 22,
between SAFLINK Corporation and certain stockholders
of SSP Solutions.*
99 Joint Filing Agreement Pursuant To Rule 13d-1(k)(1)
Under The Securities Exchange Act Of 1934, As
Amended, among Marvin J. Winkler, JAW Financial, L.P.
and JAW Lending, Inc.
* Incorporated by reference to the 8-K filed by SSP on March 24, 2004.
CUSIP No. 784723 10 8 13D Page 7 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 1, 2004
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(Date)
/s/ Marvin J. Winkler, an individual
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(Signature)
JAW Financial, L.P.
By: JAW Lending, Inc., its general partner
By: /s/ Marvin J. Winkler, its president
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(Signature)
JAW Lending, Inc.
By: /s/ Marvin J. Winkler, its president
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(Signature)