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Intelli-Check –
Mobilisa, Inc.
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(Exact
name of registrant as specified in charter)
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Delaware
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001-15465
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11-3234779
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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246
Crossways Park West, Woodbury, NY
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11797
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(Address
of principal executive offices)
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(Zip
Code)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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·
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Edwin
Winiarz and Robert J. Blackwell resigned from the Company’s Board of
Directors. Their resignation was not the result of any disagreement
on any
matter relating to the registrant’s operations, policies or
practices.
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·
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Dr.
Nelson Ludlow, Bonnie L. Ludlow, John Paxton and Lt. General Emil
R.
Bedard were appointed to the Company’s Board of Directors by the remaining
members of the Company’s Board of Directors. Each of these persons was
named to the Board of Directors pursuant to the merger agreement
relating
to the Transaction and the agreements described in Item 1.01 of this
Current Report on Form 8-K. Mr. Paxton was named the Vice-Chairman
of the
Board of Directors and has been appointed as the Chairman of the
audit
committee and member of the compensation committee and General Bedard
has
been appointed to the audit committee, corporate governance committee
and
compensation committee. Dr. Ludlow and Ms. Ludlow are
married.
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·
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Dr.
Ludlow was named the Chief Executive Officer of the Company and he
entered
into an employment agreement with the Company, the terms of which
are
described below. Dr. Ludlow was a co-founder of Mobilisa, Inc. and
has
been its Chief Executive Officer and a director since its inception
in
March 2001. Dr. Ludlow has over 25 years experience in software
development for the military and corporate sectors. While in the
Air
Force, Dr. Ludlow served as a mathematician, a pilot, an intelligence
officer at the National Air Intelligence Center, Technical Director
for
Artificial Intelligence at USAF Rome Laboratory, Assistant Professor
of
Computer Science at the Naval Postgraduate School, and the Director
of
Technology and Services for Radar Evaluation Squadron. In the corporate
sector, Dr. Ludlow served as the Director of C2 Modeling for SAIC,
Chief
Scientist for the Lockheed-Martin/ORINCON Corporation and Chief Technology
Officer for Ameranth Wireless—all in San Diego. He holds a PhD in
Artificial Intelligence from the University of Edinburgh, Scotland
and
completed Post-Doctoral work in Computer Science at the University
of
Cambridge, England. Additional degrees include a Bachelors of Science
Degree from Washington State University in Math and Physical Sciences,
as
well as a Masters of Science degree in Computer Science from Wright
State
University in Dayton, Ohio.
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·
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Steven
D. Williams was named the Chief Operating Officer of the Company.
Mr.
Williams was the Senior Vice President, Business Development of Mobilisa
from August 2006 until March 14, 2008. He joined Mobilisa in February
2006
as Vice President, Business Development. Prior to that Mr. Williams
was
with The Analysis Group from March 2003 until February 2006. Prior
to
that, Mr. Williams served in numerous operational and staff positions
within the United States Air Force. He was an Acquisitions Officer
for
seven years, completing Acquisition Professional Development Program
(APDP) Level III and was on the Staff of the Secretary of the Air
Force
analyzing and assessing Strategic Congressional Engagement and Program
Objectives Memorandum culminating in the Department of Defense budget.
Mr.
Williams holds Top Secret clearance and is currently a certified
Federal
Contracts Manger. Mr. Williams received a Master of Arts, Organizational
Management from George Washington University, a Master of Business
Administration from the University of North Dakota and a Bachelor
of
Science, Business Administration from Methodist College.
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·
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Jeffrey
Levy resigned from his position as interim Chief Executive Officer
and was
named non-executive Chairman of the Board of
Directors.
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Exhibit
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Description
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10.1
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Director
Agreement dated March 14, 2008
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10.2
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Stockholder
Agreement dated March 14, 2008
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10.3
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Employment
Agreement with Nelson Ludlow dated March 14, 2008
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99.1
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Press
Release, dated March 14, 2008
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99.2
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Press
Release, dated March 17,
2008
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INTELLI-CHECK –
MOBILISA, INC.
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By:
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/s/
Peter J. Mundy
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Name:
Peter J. Mundy
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Title:
Chief Financial Officer
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Exhibit
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Description
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10.1
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Director
Agreement dated March 14, 2008
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10.2
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Stockholder
Agreement dated March 14, 2008
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10.3
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Employment
Agreement with Nelson Ludlow dated March 14, 2008
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99.1
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Press
Release, dated March 14, 2008
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99.2
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Press
Release, dated March 17,
2008
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