U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
AMENDMENT NO. 1 TO
FORM 10-KSB
________________
(MARK ONE)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO
____________.
COMMISSION FILE NUMBER 000-26227
SSP SOLUTIONS, INC.
-------------------
(exact name of registrant as specified in its charter)
DELAWARE 33-0757190
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17861 CARTWRIGHT ROAD, IRVINE, CALIFORNIA 92614
----------------------------------------- -----
(Address Of Principal Executive Offices) (Zip Code)
(949) 851-1085
(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered pursuant to Section 12(g) of the Exchange Act:
COMMON STOCK
------------
(Title Of Class)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
The registrant's total revenues for the year ended December 31, 2003 were
$13,345,000.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price of the common equity, as of
the close of business on March 29, 2004, was $23,620,859. The registrant has
no non-voting common equity.
As of March 29, 2004 the number of outstanding shares of the registrant's common
stock was 38,816,398.
DOCUMENTS INCORPORATED BY REFERENCE: NONE.
PURPOSE OF AMENDMENT: The registrant hereby amends and restates Item 11 -
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters, and Item 13 - Exhibits, List and Reports on Form 8-K.
PART III
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
BENEFICIAL OWNERSHIP TABLE
As of the close of business on March 29, 2004, a total of 38,816,398
shares of our common stock were outstanding. The following table sets forth
information as of that date regarding the beneficial ownership of our common
stock by:
o each of our directors;
o each of our current executive officers who is named in the summary
compensation table;
o all of our directors and executive officers as
a group; and
o each person known by us to beneficially own 5% or more of the
outstanding shares of our common stock as of the date of the
table.
Except as indicated below, the address for each named beneficial owner
is the same as ours. The inclusion of shares in this table as beneficially owned
is not an admission of beneficial ownership. Percentages shown as an asterisk
represent less than 1.00%.
Except as described in the footnotes to the table, beneficial ownership
is determined in accordance with Rule 13d-3 promulgated by the Commission, and
generally includes voting or investment power with respect to securities. Except
as indicated below, we believe each holder possesses sole voting and investment
power with respect to all of the shares of common stock owned by that holder,
subject to community property laws where applicable. In computing the number of
shares beneficially owned by a holder and the percentage ownership of that
holder, shares of common stock subject to options or warrants or underlying
notes or preferred stock held by that holder that are currently exercisable or
convertible or are exercisable or convertible within 60 days after the date of
the table are deemed outstanding. Those shares, however, are not deemed
outstanding for the purpose of computing the percentage ownership of any other
person or group.
BENEFICIAL OWNERSHIP
OF COMMON STOCK
----------------------------
NUMBER PERCENTAGE OF
NAME OF BENEFICIAL OWNER OF SHARES COMMON STOCK
------------------------ --------- ------------
SAFLINK Corporation.............................................. 15,341,671 (1) 39.52%
Kris Shah........................................................ 5,863,776 (2) 15.07%
Marvin J. Winkler................................................ 5,796,888 (3) 14.90%
Thomas E. Schiff................................................. 453,959 (4) 1.16%
Gregg Amber...................................................... 95,545 (5) *
Ron R. Goldie.................................................... 37,500 (6) *
David A. Janes................................................... 31,250 (7) *
Richard P. Kiphart............................................... 13,883,054 (8) 28.17%
Wave Systems Corp................................................ 3,522,783 (9) 9.08%
All directors and executive officers as a group (6 persons)...... 12,247,668 (10) 31.03%
2
(1) This number of outstanding shares of common stock is subject to voting
agreements dated March 22, 2004 by and among SAFLINK Corporation,
Spartan Acquisition Corporation and the following stockholders of SSP
Solutions, Inc. ("Named Holders"): Richard P. Kiphart, JAW Financial,
L.P., The Winkler Childrens Trust 1998, The Schiff Family 1998 Living
Trust, Leena Shah Trust, Kris & Geraldine Shah Family Trust, and
Chandra L. Shah Trust. The voting agreements provide that SAFLINK
Corporation shall have the power to vote or direct the vote of the
shares covered by the voting agreements with respect to matters
specified in the voting agreements. Pursuant to the voting agreements,
SAFLINK Corporation's board of directors holds irrevocable proxies as
to these shares and any other shares of common stock that may be
acquired by the Named Holders prior to the termination of the voting
agreements. As of the date of the table, the Named Holders beneficially
owned 10,997,436 shares of common stock underlying derivative
securities. If those 10,997,436 shares of common stock were added to
the outstanding shares of common stock shown in the table, SAFLINK
Corporation would be deemed to have beneficially owned an aggregate of
25,997,677 shares of common stock as of the date of the table, which
represented 52.19% of the outstanding shares of our common stock when
calculated in accordance with Rule 13d-3. SAFLINK Corporation expressly
disclaims beneficial ownership of any of the shares of our common stock
subject to the voting agreements.
(2) Includes 435,301 shares held by the Chandra L. Shah Trust, of which Mr.
Shah is the trustee; 435,301 shares held by the Leena Shah Trust, of
which Mr. Shah is the trustee; 4,898,940 shares held by the Kris and
Geraldine Shah Family Trust, of which Mr. Shah and his wife are the
trustees and beneficiaries; and; 94,234 shares underlying common stock
purchase options. Voting and dispositive power is held by Kris and
Geraldine Shah as trustees. Mr. Shah is our co-chairman, president,
chief operating officer and secretary.
(3) Includes 94,234 shares underlying common stock purchase options. JAW
Financial, L.P. shares voting and dispositive power over these shares
with JAW Lending, Inc., the general partner of JAW Financial, L.P., and
Marvin J. Winkler, an executive officer and 50% shareholder of JAW
Lending, Inc. Mr. Winkler is our co-chairman and chief executive
officer.
(4) Includes 339,046 shares underlying common stock purchase options.
(5) Includes 90,250 shares underlying common stock purchase options.
(6) Includes 37,500 shares underlying common stock purchase options.
(7) Includes 31,250 shares underlying common stock purchase options.
(8) Includes 3,413,132 outstanding shares of common stock, 1,289,704 shares
of common stock underlying the principal balance of, and estimated
interest on, a retained note, 4,461,653 shares of common stock
underlying an warrants, and 4,718,565 shares of common stock underlying
Series A Preferred face amount and dividends. Mr. Kiphart's mailing
address is c/o William Blair & Company, L.L.C., 222 West Adams Street,
Chicago, IL 60606.
(9) Power to vote or dispose of the shares is held by Gerard T. Feeney as
chief financial officer and Steven Sprague as chief executive officer.
The address for Wave Systems Corp. is 480 Pleasant Street, Lee, MA
01238.
(10) Includes 11,592,404 outstanding shares of common stock and 655,264
shares of common stock underlying options.
3
EQUITY COMPENSATION PLAN INFORMATION
The following table gives information about our common stock that may
be issued upon the exercise of options, warrants and rights under all of our
existing equity compensation plans as of December 31, 2003.
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER
BE ISSUED UPON EXERCISE EXERCISE PRICE EQUITY COMPENSATION
OF OUTSTANDING OF OUTSTANDING OPTIONS, PLANS (EXCLUDING
OPTIONS, WARRANTS WARRANTS SECURITIES REFLECTED
PLAN CATEGORY AND RIGHTS AND RIGHTS IN COLUMN (a))
------------- ---------- ---------- --------------
(a) (b) (c)
Equity compensation plans approved 4,248,567 (1) $1.29 6,146,293 (2)
by security holders
Equity compensation plans not
approved by security holders -- -- --
Total 4,248,567 $1.29 6,146,293
____________
(1) Represents shares of common stock underlying options that are
outstanding under our 1998 Stock Option Plan, our Second Amended and
Restated 1999 Stock Option Plan, and the BIZ Interactive Zone, Inc.
2000 Stock Option Plan.
(2) Represents shares of common stock available for issuance under options
that may be issued under our Second Amended and Restated 1999 Stock
Option Plan.
CHANGES IN CONTROL
In March 2004, we entered into an Agreement and Plan of Merger
and Reorganization with SAFLINK. The merger agreement with SAFLINK contemplates
that we will merge with a newly-formed wholly-owned subsidiary of SAFLINK and
become a wholly-owned subsidiary of SAFLINK, with each share of our common
stock being exchanged for 0.6 shares of SAFLINK common stock. The consummation
of the merger is subject to the adoption by the our stockholders of the merger
agreement, the approval by SAFLINK stockholders of the issuance of shares of
SAFLINK common stock in the merger, and other customary closing conditions.
A substantial number of shares of our common stock will potentially
be issued upon conversion of derivative securities issued to investors and
the placement agent and exchange agent in the Series A Preferred Stock financing
and other bridge financing transactions. If beneficial ownership limitations are
waived or otherwise become inoperative, the holders of those derivative
securities may collectively be in a position to effectuate a change of control
by converting their notes and preferred stock into, and exercising their
warrants for, a number of shares of our common stock that represents in excess
of 50% of our voting power.
4
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
(a) Exhibits
--------
Reference is made to the exhibits listed on the Index to Exhibits
contained in this amendment.
(b) Reports on Form 8-K
-------------------
On December 11, 2003, we filed a Form 8-K for December 10, 2003 that
contained information under Item 5 regarding our annual stockholders' meeting
date.
On November 21, 2003, we filed a Form 8-K for November 17, 2003 that
contained information and exhibits under Items 5 and 7 regarding the closing of
a private placement.
On November 5, 2003, we filed a Form 8-K for November 5, 2003 that
contained information under Item 5 regarding our annual stockholders' meeting
date.
On November 3, 2003, we filed a Form 8-K for October 31, 2003 that
contained Items 5 and 7 and included a press release related to a transfer of
shares by our co-chairman.
5
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Reorganization Agreement dated February 9, 1999, by and among Litronic
Inc. and Kris Shah and Geraldine M. Shah, as Trustees Ramesh R. Shah
and Patricia L. Shah, as Trustees, Dilip R. Shah and Shila D. Shah, as
Trustees, Kris Shah, as the Trustee of the Leena Shah, Kris Shah, as
the Trustee of the Chandra L. Shah (1)
2.2 Stock Acquisition Agreement dated February 9,1999, by and among
Litronic Inc., Litronic Industries, Inc., Pulsar Data Systems, Inc.,
William W. Davis, Sr. and Lillian A. Davis, and Kris Shah and
Geraldine M. Shah, as Trustees Ramesh R. Shah and Patricia L. Shah,
as Trustees, Dilip R. Shah and Shila D. Shah, as Trustees, Kris
Shah, as the Trustee of the Leena Shah, Kris Shah, as the Trustee of
the Chandra L. Shah (1)
2.3 Agreement and Plan of Reorganization entered into as of July 3, 2001,
by and among Litronic Inc., Litronic Merger Corp., and BIZ Interactive
Zone, Inc. (15)
2.4 Agreement and Plan of Reorganization dated March 22, 2004, by and among
SAFLINK Corporation, Spartan Acquisition Corporation and SSP Solutions,
Inc. (schedules and exhibits listed in the agreement will be provided
to the Commission upon request)(26)
3.1 Amended and Restated Certificate of Incorporation filed with the
Secretary of State of Delaware on June 8, 1999 (1)
3.2 Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of Litronic Inc. filed with the Secretary of State of
Delaware on August 24, 2001 (4)
3.3 Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of SSP Solutions, Inc. filed with the Secretary of State
of Delaware on July 12, 2002 (14)
3.4 Bylaws of Litronic Inc. (1)
3.5 Certificate of Correction of Certificate of Amendment of Amended and
Restated Certificate of Incorporation of SSP Solutions, Inc. filed
November 12, 2003 (17)
3.6 Certificate of Designation, Preferences and Rights of Series A
Convertible Preferred Stock of SSP Solutions, Inc. filed November 18,
2003 (17)
3.7 Action With Respect to Bylaws of SSP Solutions, Inc. as of September
24, 2003 (28)
4.1 Form of Common Stock Certificate (2)
10.1 Employment Agreement dated June 9, 1999 between Litronic Inc. and Kris
Shah (1) (#)
10.2 Litronic Industries, Inc. 1998 Stock Option Plan (1) (#)
10.3 Form of Litronic Industries, Inc. 1998 Stock Option Plan Incentive
Stock Option Agreement (1) (#)
10.4 SSP Solutions, Inc. Second Amended and Restated 1999 Stock Option Plan
(27) (#)
10.5 BIZ Interactive Zone, Inc. 2000 Stock Option Plan (9) (#)
10.6 SSP Solutions, Inc. 2001 Employee Stock Purchase Plan (9) (#)
6
10.7 Lease dated January 2, 2000 between KRDS, Inc. and Litronic Inc. (10)
10.8 Amendment Right to Cancel dated April 11, 2002 relating to Lease dated
January 2, 2000 between KRDS, Inc. and Litronic Inc. (4)
10.9 Purchase, Development and Deployment Agreement dated October 2, 2000
between BIZ Interactive Zone, Inc. and Wave Systems Corp. (2)
10.10 Amendment No. 1, dated May 10, 2001, to Purchase, Development, and
Deployment Agreement dated October 2, 2000 between BIZ Interactive
Zone, Inc. and Wave Systems Corp. (2)
10.11 Lease dated October 10, 2001 between Litronic Inc. and Research
Venture, LLC, related to real property located at 9012 Research Drive,
Irvine, California 92618 (2)
10.12 Lease dated October 10, 2001 between Litronic Inc. and Research
Venture, LLC, related to real property located at 11 Cushing, Irvine,
California 92618 (2)
10.13 Master Services Agreement dated December 1, 2001 between SSP Solutions,
Inc., Electronic Data Systems Corp. and EDS Information Services LLC
(2)
10.14 Task Order Number 2001-001 dated December 1, 2001 between SSP
Solutions, Inc., Electronic Data Systems Corp. and EDS Information
Services LLC (2)
10.15 Reseller Agreement dated November 21, 2001 between Control Break
International Corp. and SSP Solutions, Inc. (2)
10.16 Securities Purchase, Registration Rights and Security Agreement dated
as of April 16, 2002 by and among SSP Solutions, Inc., Crestview
Capital Fund, L.P., Crestview Capital Fund II, L.P., Crestview Offshore
Fund, Inc., Robert Geras, Richard P. Kiphart and Nefilim Associates,
LLC (5)
10.17 Amendment Number 1 to OEM Agreement dated April 18, 2002 between
Control Break International Corp. and SSP Solutions, Inc. (12)
10.18 Waiver and Acknowledgment dated January 28, 2003 among Crestview
Capital Fund, L.P., Crestview Capital Fund II, L.P., Crestview Offshore
Fund, Inc., Robert Geras, Richard P. Kiphart and Nefilim Associates,
LLC, LLC Wave Systems Corp. (4)
10.19 Second Amended and Restated Operating Agreement of SSP Gaming, LLC
dated April 7, 2003 by SSP Solutions, Inc., the sole member of SSP
Gaming, LLC (4)
7
10.20 Employment Agreement dated August 16, 2001 between Litronic, Inc. and
Richard M. Depew (4) (#)
10.21 Termination Agreement and Mutual Release dated September 30, 2002
effective as of August 31, 2002 by and among SSP Solutions, Inc., BIZ
Interactive Zone, Inc. and Wave Systems Corp. (7)
10.22 Factoring Agreement dated as of October 18, 2002 by and between SSP
Solutions, Inc. and Bay View Funding for the sale and assignment of
accounts receivable (13)
10.23 Validity Indemnification dated as of October 18, 2002 by Kris Shah for
the benefit of Bay View Funding relative to SSP Solutions, Inc.
Factoring Agreement dated October 18, 2002 (13)
10.24 Validity Indemnification dated as of October 18, 2002 by Marvin Winkler
for the benefit of Bay View Funding relative to SSP Solutions, Inc.
Factoring Agreement dated October 18, 2002 (13)
10.25 First Amendment to Standard Industrial/Commercial Single-Tenant
Lease--Net dated October 23, 2002 between SSP Solutions, Inc. and
Research Venture, LLC relating to real property located at 9012
Research Drive, Irvine, California (8)
10.26 Stipulation for Entry of Judgment dated October 23, 2002 between SSP
Solutions, Inc. and Research Venture, LLC (8)
10.27 Mutual Settlement and Release dated October 31, 2002 by and among Game
Base of Nevada, Inc., Robert V. Brazell, SSP Gaming, LLC, Marvin
Winkler and SSP Solutions, Inc. (4)
10.28 Memorandum of Understanding and Agreement dated November 26, 2002
between SSP Solutions, Inc., Pulsar Data Systems, Inc. and Electronic
Data Systems Corporation (4)
10.29 Venetian Interactive Operating Agreement dated June 7, 2002 between SSP
Gaming, LLC and Venetian Casino Resort, LLC (4)
10.30 Forbearance Agreement dated March 12, 2003 between SSP Solutions, Inc.
and Integral Systems, Inc., effective September 1, 2002 (4)
10.31 Employment Agreement dated March 6, 2003 between SSP Solutions, Inc.
and Kris Shah (4) (#)
10.32 Employment Agreement dated March 6, 2003 between SSP Solutions, Inc.
and Marvin J. Winkler (4) (#)
10.33 Employment Agreement dated April 14, 2003, between SSP Solutions, Inc.
and Thomas E. Schiff (4) (#)
10.34 SSP Solutions, Inc. Purchase Agreement, 8.0% Subordinated Convertible
Notes, dated December 17, 2001 (without schedules) among SSP Solutions,
Inc., Richard P. Kiphart, Sandy Tennant, Marvin J. Winkler and Kris
Shah (2)
10.35 Subordinated Convertible Note, dated December 17, 2001, between SSP
Solutions, Inc. and Richard P. Kiphart (2)
10.36 Subordinated Convertible Note, dated December 17, 2001, between SSP
Solutions, Inc. and Sandy Tennant (2)
10.37 Amended and Restated Subordinated Convertible Note dated December 18,
2001 made by SSP Solutions, Inc. in favor of Marvin J. Winkler (2)
8
10.38 Amended and Restated Subordinated Convertible Note dated December 18,
2001 made by SSP Solutions, Inc. in favor of Kris Shah (2)
10.39 Form of Subordination Agreement dated as of October 18, 2002 by
Crestview Capital Fund, L.P., Crestview Offshore Fund, Inc., Crestview
Capital Fund II L.P., Richard P. Kiphart, Robert Geras and Nefilim
Associates, LLC for the benefit of Bay View Funding relative to SSP
Solutions, Inc. Factoring Agreement dated October 18, 2002 (4)
10.40 Promissory Note and Pledge Agreement dated July 24, 2000 between Kris
Shah and BIZ Interactive Zone, Inc. (2)
10.41 Form of Secured Convertible Promissory Notes dated April 16, 2002
issued by SSP Solutions, Inc. in favor of Crestview Capital Fund, L.P.,
Crestview Capital Fund II, L.P., Crestview Offshore Fund, Inc., Robert
Geras, Richard P. Kiphart and Nefilim Associates, LLC in the principal
amounts of $1,075,000, $400,000, $25,000, $250,000, $3,789,667, and
$256,444, respectively (5)
10.42 Form of Warrants to Purchase Common Stock dated April 16, 2002 issued
by SSP Solutions, Inc. in favor of Crestview Capital Fund, L.P.,
Crestview Capital Fund II, L.P., Crestview Offshore Fund, Inc., Robert
Geras, Richard P. Kiphart and Nefilim Associates, LLC in the amounts of
645,000, 240,000, 15,000, 150,000, 2,273,800 and 153,866, respectively
(5)
10.43 Promissory Note dated April 16, 2002 in the principal amount of
$152,776 made by SSP Solutions, Inc. in favor of Kris Shah (5)
10.44 Promissory Note dated April 16, 2002 in the principal amount of
$500,000 made by SSP Solutions, Inc. in favor of Marvin Winkler (5)
10.45 Promissory Note dated April 18, 2002 in the principal amount of
$679,193 made by SSP Solutions, Inc. in favor of Control Break
International Corp. (4)
10.46 Promissory Note dated April 18, 2002 in the principal amount of
$26,594.74 made by SSP Solutions, Inc. in favor of Control Break
International Corp. (4)
10.47 Subordinated Convertible Promissory Note dated as of September 30, 2002
in the principal amount of $270,000 made by SSP Solutions, Inc. in
favor of Wave Systems Corp. (7)
10.48 Subordinated Convertible Promissory Note dated October 23, 2002 in the
principal amount of $360,000 made by SSP Solutions, Inc. in favor of
Research Venture, LLC (8)
10.49 Form of Promissory Notes dated November 14, 2002 made by SSP Solutions,
Inc. and SSP Gaming, LLC in favor of Crestview Capital Fund II, L.P.,
Crestview Capital Fund, L.P. and Richard P. Kiphart, in the principal
amounts of $100,000, $100,000, and $300,000, respectively (4)
10.50 Form of Warrants to Purchase Common Stock dated November 14, 2002
issued by SSP Solutions, Inc. to Crestview Capital Fund II L.P.,
Crestview Capital Fund L.P., Richard P. Kiphart in the amounts of
20,000, 20,000, and 60,000 shares, respectively (4)
10.51 Promissory Note dated January 22, 2003 in the principal amount of
$500,000 made by SSP Solutions, Inc. in favor of Richard P. Kiphart (4)
10.52 Form of Promissory Notes dated March 18, 2003 and March 19, 2003,
respectively, made by SSP Solutions, Inc. in favor of Crestview Capital
Fund, L.P. and Richard P. Kiphart, respectively, each in the principal
amount of $100,000 (4)
10.53 Form of Warrants to Purchase Common Stock dated March 18, 2003 and
March 19, 2003, respectively, issued by SSP Solutions, Inc. in favor of
Crestview Capital Fund L.P. and Richard P. Kiphart, respectively, each
in the amount of 100,000 shares (4)
9
10.54 Form of Promissory Notes dated March 28, 2003 made by SSP Solutions,
Inc. in favor of Richard P. Kiphart, Crestview Capital Fund II, L.P.,
Marvin J. Winkler and the Kris and Geraldine Shah Family Trust,
respectively, in the principal amounts of $240,000, $160,000, $10,000
and $30,000, respectively (4)
10.55 Form of Warrants to Purchase Common Stock dated March 28, 2003 issued
by SSP Solutions, Inc. in favor of Crestview Capital Fund L.P., Richard
P. Kiphart, Marvin J. Winkler and the Kris and Geraldine Shah Family
Trust, respectively, in the amounts of 120,000, 80,000, 5,000 and
15,000 shares, respectively (4)
10.56 Warrant to Purchase Common Stock dated March 12, 2003 by SSP Solutions,
Inc. to Integral Systems, Inc. (4)
10.57 Securities Purchase Agreement dated as of November 19, 2003 among SSP
Solutions, Inc. and the investors named in Exhibit A thereto (17)
10.58 Form of Series A-1 Warrant dated as of November 19, 2003 issued by SSP
Solutions, Inc. in favor of each investor named in Exhibit A to the
Securities Purchase Agreement of even date therewith (17)
10.59 Form of Series A-2 Warrant dated as of November 19, 2003 issued by SSP
Solutions, Inc. in favor of each investor named in Exhibit A to the
Securities Purchase Agreement of even date therewith (17)
10.60 Registration Rights Agreement dated as of November 19, 2003 among SSP
Solutions, Inc. and each investor named in Exhibit A thereto (17)
10.61 Form of Secured Convertible Promissory Note dated November 19, 2003
made by SSP Solutions, Inc. in favor of Richard P. Kiphart, Crestview
Capital Fund, L.P. and Crestview Capital Fund II, L.P. in the principal
amounts of $1,250,000, $350,000 and $130,000, respectively (issued as
retained note that replaces note dated April 16, 2002) (17)
10.62 Form of Secured Convertible Promissory Note dated November 19, 2003
made by SSP Solutions, Inc. in favor of Richard P. Kiphart, Crestview
Capital Fund, L.P., Crestview Capital Fund II, L.P. and Crestview
Offshore Fund, Inc. in the principal amounts of $1,000,000, $325,000,
$150,000 and $25,000, respectively (issued as additional retained note
that has automatic conversion feature triggered by stockholder approval
and that replaces note dated April 16, 2002) (17)
10.63 Form of Warrant to Purchase Common Stock dated November 19, 2003 issued
by SSP Solutions, Inc. in favor of Richard P. Kiphart, Crestview
Capital Fund, L.P., Crestview Capital Fund II, L.P. and Crestview
Offshore Fund, Inc. as to 714,286 shares, 232,143 shares, 107,143
shares and 17,857 shares, respectively (issued in accompaniment with
additional retained note that has automatic conversion feature
triggered by stockholder approval and that replaces note dated April
16, 2002) (17)
10.64 Warrant dated July 31, 2000, issued by BIZ Interactive Zone, Inc. in
favor of Roth Capital Partners, Inc. as to 23,756 shares, assumed by
SSP Solutions, Inc. in the acquisition of BIZ Interactive Zone, Inc.
(24)
10.65 Agreement of Settlement on Stipulated Judgment dated August 29, 2003
between SSP Solutions, Inc. and Research Venture, LLC (19)
10.66 Lease Surrender and Termination Agreement dated August 29, 2003 between
SSP Solutions, Inc. and Research Venture, LLC (19)
10.67 Amended Stipulation for Entry of Judgment dated August 29, 2003 between
SSP Solutions, Inc. and Research Venture, LLC (19)
10.68 Promissory Note dated August 27, 2003, in the amount of $250,000 made
by SSP Solutions, Inc. in favor of Crestview Capital Fund II, L.P.,
cancelled in payment of exercise price of re-priced warrants (21)
10.69 Promissory Note dated August 27, 2003, in the amount of $250,000 made
by SSP Solutions, Inc. in favor of Crestview Capital Fund II, L.P.,
cancelled in payment of exercise price of re-priced warrants (21)
10
10.70 Bridge Loan Agreement dated September 1, 2003, by and among Richard P.
Kiphart, Crestview Capital Fund, L.P., Crestview Capital Fund II, L.P.,
SDS Merchant Fund, L.P., and SSP Solutions, Inc. in the amount of
$1,500,000 (21)
10.71 Form of 10% Convertible Bridge Notes dated September 1, 2003, September
17, 2003 and October 6, 2003 made by SSP Solutions, Inc. in favor of
Richard P. Kiphart, SDS Merchant Fund, L.P., Crestview Capital Fund,
L.P., and Crestview Capital Fund II, L.P., respectively, in the
principal amounts of $500,000, $750,000, $100,000 and $150,000,
respectively (21)
10.72 Form of Warrants issued with 10% Convertible Bridge Notes dated
September 1, 2003, September 17, 2003 and October 6, 2003 made by SSP
Solutions, Inc. in favor of Richard P. Kiphart, SDS Merchant Fund,
L.P., Crestview Capital Fund, L.P., and Crestview Capital Fund II,
L.P., respectively, as to 166,667, 250,000, 33,333 and 50,000 shares of
common stock, respectively (21)
10.73 Forbearance Agreement dated September 1, 2003, made by and among SSP
Solutions, Inc. and Richard P. Kiphart, Crestview Capital Fund, L.P.,
Crestview Capital Fund II, L.P., Crestview Offshore Fund, Inc., Robert
Geras and Nefilim Associates, LLC (21)
10.74 Form of First Amendment to Warrants to Purchase Common Stock (subject
to a registration statement) made and entered into as of September 1,
2003, by and between SSP Solutions, Inc., and Richard P. Kiphart,
Crestview Capital Fund, L.P., Crestview Capital Fund II, L.P.,
Crestview Offshore Fund, Inc., Robert Geras and Nefilim Associates,
LLC, respectively (21)
10.75 Form of First Amendment to Warrants to Purchase Common Stock (not
subject to a registration statement) made and entered into as of
September 1, 2003, by and between SSP Solutions, Inc., and Richard P.
Kiphart, Crestview Capital Fund, L.P., and Crestview Capital Fund II,
L.P., respectively (21)
10.76 Placement Agent Agreement dated August 26, 2003, between SSP Solutions,
Inc. and Burnham Hill Partners in connection with the sale of Series A
Convertible Preferred Stock (21)
10.77 Form of Placement Agent Warrants dated as of November 19, 2003 issued
by SSP Solutions, Inc. in favor of Burnham Hill Holdings, LLC (as to
800,000 shares of common stock), Hilary Bergman (as to 49,204 shares),
Brad Reifler (as to 49,204 shares), Matthew Balk (as to 65,000 shares),
Eric Singer (as to 20,681 shares), Hudson Valley Capital Management (as
to 50,720 shares), Chris Shufeldt (as to 1,750 shares), Kimball & Cross
Investment Management Corp. (as to 5,830 shares), Brian Herman (as to
27,040 shares), Sean Callahan (as to 7,600 shares), Mark Ford (as to
12,960 shares), Daniel Pietro (as to 900 shares), Claude Ware (as to
4,000 shares), James St. Clair (as to 6,000 shares) and Roger Lockhart
(as to 1,500 shares) (24)
10.78 Form of Exchange Agent Warrants dated as of November 19, 2003 issued by
SSP Solutions, Inc. in favor of Burnham Hill Holdings, LLC (as to
163,000 shares of common stock), Hilary Bergman (as to 9,599 shares),
Brad Reifler (as to 9,599 shares) and Matthew Balk (as to 9,806 shares)
(24)
10.79 Warrant Agreement dated as of June 14, 1999 between Litronic Inc. and
BlueStone Capital Partners, L.P. and Pacific Crest Securities Inc. (22)
10.80 Forbearance Agreement dated March 12, 2003 between SSP Solutions, Inc.
and Integral Systems, Inc., effective September 1, 2002 (23)
10.81 Warrant to Purchase Common Stock dated March 12, 2003 by SSP Solutions,
Inc. to Integral Systems, Inc. (23)
10.82 Letter Agreement dated December 1, 2003, between KRDS, Inc. and SSP
Solutions, Inc., relative to payment of a certain amount of late fees
in exchange for cancellation of the Letter Agreement of April 11, 2002.
10.83 Form of Stockholder Agreement by and among SAFLINK Corporation,
Spartan Acquisition Corporation and the following stockholders
of SSP Solutions, Inc.: Richard P. Kiphart, JAW Financial, L.P., The
Winkler Childrens Trust 1998, The Schiff Family 1998 living Trust,
Leena Shah Trust, Kris & Geraldine Shah Family Trust, and Chandra L.
Shah Trust (26)
11
10.84 Form of Stockholder Agreement by and among SSP Solutions, Inc. and the
following stockholders of SAFLINK corporation: Glenn L. Argenbright;
Gregory Jensen; Jon C. Engman; SDS Merchant Fund, L.P. (a/k/a SDS
Capital Group SPC, Ltd.); North Sound Legacy Fund LLC; North Sound
Legacy Institutional Fund LLC; and North Sound Legacy international
Ltd. (26)
16 Letter dated August 6, 2002 from KPMG LLP regarding change in
certifying accountant (16)
21 Subsidiaries of SSP Solutions, Inc. (25)
23 Consent of Haskell & White LLP, Independent Auditors (25)
31 Certifications Required by Rule 13a-14(a) of the Securities Exchange
Act of 1934, as amended, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (*)
32 Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (25)
99 Amended and Restated Charter of the Audit Committee of the Board of
Directors of SSP Solutions, Inc. adopted as of February 10, 2004 (25)
---------------
(*) Filed as an exhibit to this amendment.
(#) Management contract or compensatory plan, contract or arrangement
required to be filed as an exhibit.
(1) Filed as an exhibit to our Form S-1 filed with the Securities and
Exchange Commission ("Commission") on February 11, 1999 (registration
statement no. 333-72151) and incorporated herein by reference.
(2) Filed as an exhibit to our Form 10-K for the year ended December 31,
2001 (file no. 000-26227) and incorporated herein by reference.
(3) Filed as an exhibit to Amendment No. 2 to our Form S-1 filed with the
Commission on May 6, 1999 (registration statement no. 333-72151) and
incorporated herein by reference.
(4) Filed as an exhibit to the initial filing of our Form 10-K for the year
ended December 31, 2002 and incorporated herein by reference.
(5) Filed as an exhibit to our Form 8-K report for April 16, 2002 and
incorporated herein by reference.
(6) Filed as an exhibit to our Form S-3 filed with the Commission on June
14, 2002 (registration statement no. 333-90574) and incorporated herein
by reference.
(7) Filed as an exhibit to our Form 8-K report for September 27, 2002 and
incorporated herein by reference.
(8) Filed as an exhibit to our Form 8-K report for October 23, 2002
and incorporated herein by reference.
(9) Filed as an exhibit to our Form S-8 filed with the Commission on
November 13, 2001 (registration statement no. 333-73204) and
incorporated herein by reference.
(10) Filed as an exhibit to our Form 10-K for the year ended December 31,
2000 and incorporated herein by reference.
(11) Filed as an exhibit to our Form 10-Q for the quarter ended September
30, 2001 and incorporated herein by reference.
(12) Filed as an exhibit to our Form 10-Q for the quarter ended June 30,
2002 and incorporated herein by reference.
(13) Filed as an exhibit to our Form 10-Q for the quarter ended September
30, 2002 and incorporated herein by reference.
(14) Filed as an exhibit to Amendment No. 1 to our Form 10-Q for the quarter
ended June 30, 2002 and incorporated herein by reference.
(15) Filed as an exhibit to our Definitive Proxy Statement filed with the
Commission July 25, 2001 and incorporated herein by reference.
12
(16) Filed as an exhibit to Amendment No. 1 to our Form 8-K report for July
25, 2002 and incorporated herein by reference.
(17) Filed with the Commission on November 21, 2003 as an exhibit to our
current report on Form 8-K for November 17, 2003 and incorporated
herein by reference.
(18) Filed with the Commission on November 4, 2002 as an exhibit to our
current report on Form 8-K for October 23, 2002 and incorporated
herein by reference.
(19) Filed with the Commission on September 9, 2003 as an exhibit to our
current report on Form 8-K for August 27, 2003 and incorporated
herein by reference.
(20) Filed with the Commission on November 19, 2003 as an exhibit to our
quarterly report on Form 10-QSB for September 30, 2003 and
incorporated herein by reference.
(21) Filed with the Commission on January 20, 2004 as an exhibit to our
Form S-3 and incorporated herein by reference.
(22) Filed as an exhibit to Amendment No.2. to our Form S-1 filed with
the Commission on May 6, 1999 (registration statement no. 333-72151)
and incorporated herein by reference.
(23) Filed as an exhibit to the initial filing of our Form 10-K for the
year ended December 31, 2002 and incorporated herein by reference.
(24) Filed as an exhibit to our Amendment No.1 Form S-3 filed with the
Commission on January 21, 2004 (registration statement no.
333-111402) and incorporated herein by reference.
(25) Filed as an exhibit to the initial filing of our Form 10-KSB
for the year ended December 31, 2003.
(26) Filed with the Commission on March 24, 2004 as an exhibit to the
registrant's current report on Form 8-K for March 22, 2004 and
incorporated herein by reference.
(27) Filed as an exhibit to our Definitive Proxy Statement filed with the
Commission on December 8, 2003 and incorporated herein by reference.
(28) Filed as an exhibit to our Form 8-K report for September 26, 2003 and
incorporated herein by reference.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: April 1, 2004 SSP Solutions, Inc.
By: /s/ MARVIN J. WINKLER
------------------------------------------
Marvin J. Winkler, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report
is made by the following persons on behalf of the registrant and in the
capacities indicated.
NAME TITLE DATE
---- ----- ----
/s/ MARVIN J. WINKLER Co-Chairman of the Board of Directors, April 1, 2004
------------------------ Director and Chief Executive Officer
Marvin J. Winkler (Principal Executive Officer)
/s/ KRIS SHAH Co-Chairman of the Board of Directors, April 1, 2004
------------------------ Director and President and Chief Operating Officer
Kris Shah
/s/ THOMAS E. SCHIFF Executive Vice President and Chief April 1, 2004
------------------------ Financial Officer (Principal Financial
Thomas E. Schiff Officer and Principal Accounting Officer)
/s/ GREGG AMBER Director April 1, 2004
------------------------
Gregg Amber
/s/ RON R. GOLDIE Director April 1, 2004
------------------------
Ron R. Goldie
/s/ DAVID A. JANES Director April 1, 2004
------------------------
David A. Janes
14
EXHIBITS FILED WITH THIS AMENDMENT
EXHIBIT
NUMBER DESCRIPTION
------ -----------
31 Certifications Required by Rule 13a-14(a) of the Securities Exchange
Act of 1934, as amended, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
15