࿇
Preliminary Proxy Statement
|
|
࿇
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
|
x
Definitive Proxy
Statement
|
|
࿇
Definitive Additional Materials
|
|
࿇
Soliciting Material Pursuant to Section
240.14a-12.
|
x
|
No
fee required.
|
࿇
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
|
Title
of each class of securities to which transaction
applies:
|
(2)
|
Aggregate
number of securities to which transaction
applies
|
(3)
|
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)
|
Proposed
maximum aggregate value of
transaction:
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(5)
|
Total
fee paid:
|
࿇
|
Fee
paid previously with preliminary materials.
|
࿇
|
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.
|
(1)
|
Amount
Previously Paid:
|
(2)
|
Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
|
(4)
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Date
Filed:
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Sincerely,
|
|
/s/
Frank Mandelbaum
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Frank
Mandelbaum
|
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Chairman
of the Board
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1.
|
To
elect three directors to serve for a three-year term or until their
respective successors have been duly elected and
qualified;
|
2.
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To
ratify the appointment of Amper, Politziner and Mattia, P.C. as our
independent public accountants for the 2007 fiscal year;
and
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3.
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To
transact such other business as may properly come before the meeting
or
any adjournment or adjournments
thereof.
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By
order of the Board of Directors,
|
|
/s/
Peter J. Mundy
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|
Peter
J. Mundy
|
|
Vice
President of Finance
|
|
Chief
Financial Officer, Treasurer and
Secretary
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·
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the
election of three directors, each to serve for a three year term
;
|
·
|
the
ratification of the appointment of Amper, Politziner and Mattia,
P.C., as
our independent registered public accountant
firm.
|
·
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by
attending the meeting in person; or
|
·
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by
completing, signing and returning the enclosed proxy
card.
|
Position
with the Company
|
Director
|
New
Board
|
||||||
Name
|
Age
|
and
Principal Occupation
|
Since
|
Term
Expires
|
||||
Frank
Mandelbaum
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73
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Chairman,
Chief Executive Officer and Director
|
1999
|
June
2010
|
||||
Ashok
Rao
|
57
|
Vice
Chairman and Director
|
2004
|
June
2010
|
||||
John
E. Maxwell
|
52
|
Director
|
2005
|
June
2010
|
Position
with the Company
|
Held
Office
|
Current
Board
|
||||||
Name
|
Age
|
and
Principal Occupation
|
Since
|
Term
Expires
|
||||
Frank
Mandelbaum
|
73
|
Chairman,
Chief Executive Officer and Director
|
1996
|
2007
|
||||
Russell
T. Embry
|
43
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Senior
Vice President and Chief Technology Officer
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2001
|
N/A
|
||||
Todd
Liebman
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33
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Senior
Vice President Marketing
and
Chief Operating Officer
|
2004
|
N/A
|
||||
Peter
J. Mundy
|
50
|
Vice
President Finance, Chief Financial Officer,
Treasurer
and Secretary
|
2007
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N/A
|
||||
Ashok
Rao
|
57
|
Vice
Chairman and Director
|
2004
|
2007
|
||||
Jeffrey
Levy
|
64
|
Director
|
1999
|
2009
|
||||
John
E. Maxwell
|
53
|
Director
|
2005
|
2007
|
||||
Arthur
L. Money
|
67
|
Director
|
2003
|
2008
|
||||
Guy
L. Smith
|
58
|
Director
|
2005
|
2008
|
||||
Edwin
Winiarz
|
49
|
Director
|
1999
|
2008
|
Audit
Committee:
|
Ashok
Rao (Chair)
|
|
John
E. Maxwell
|
||
Guy
L. Smith
|
Name
|
Shares
Beneficially Owned
|
Percent
|
||
Frank
Mandelbaum (1)
|
1,514,880
|
11.54
|
||
Edwin
Winiarz (2)
|
225,000
|
1.80
|
||
Todd
Liebman (3)
|
250,000
|
2.00
|
||
Russell
T. Embry (4)
|
40,000
|
*
|
||
Jeffrey
Levy (5)
|
100,750
|
*
|
||
Arthur
L. Money (6)
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148,262
|
1.20
|
||
John
E. Maxwell (7)
|
49,350
|
*
|
||
Guy
L. Smith (8)
|
82,807
|
*
|
||
Ashok
Rao (9)
|
150,122
|
1.21
|
||
Todd
Cohen (10)
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615,850
|
5.02
|
||
All
Executive Officers & Directors as a group (9 persons)
(11)
|
2,561,171
|
18.06
|
(1)
|
Includes
921,599
shares
issuable upon exercise of stock options and rights exercisable within
60
days. Does not include 5,500
shares and 530 rights held
by Mr. Mandelbaum’s wife, for which Mr. Mandelbaum disclaims beneficial
ownership
|
(2)
|
Includes
225,000 shares issuable upon exercise of stock options exercisable
within
60 days.
|
(3)
|
Includes
250,000 shares issuable upon exercise of stock options exercisable
within
60 days.
|
(4)
|
Includes
40,000 shares issuable upon exercise of stock options exercisable
within
60 days.
|
(5)
|
Includes
98,350 shares issuable upon exercise of stock options exercisable
within
60 days.
|
(6)
|
Includes
146,800 shares issuable upon exercise of stock options exercisable
within
60 days.
|
(7)
|
Includes
49,350 shares issuable upon exercise of stock options exercisable
within
60 days.
|
(8)
|
Includes
81,850 shares issuable upon exercise of stock options exercisable
within
60 days.
|
(9)
|
Includes
148,500 shares issuable upon exercise of stock options exercisable
within
60 days.
|
(10)
|
Includes
44,950 rights and 4,000 warrants which are exercisable within 60
days. The
address is PO Box 20054, Huntington Station, NY
11746.
|
(11)
|
Includes
1,961,449 shares issuable upon exercise of stock options and rights
exercisable within 60 days.
|
·
|
attract,
motivate and retain talented and dedicated executive
officers,
|
·
|
provide
our executive officers with both cash and equity incentives to further
our
interests and those of our stockholders,
and
|
·
|
provide
employees with long-term incentives so we can retain them and provide
stability during our growth stage.
|
Compensation
Committee:
|
Arthur
L. Money (Chair)
|
|
Jeffrey
Levy
|
||
John
E. Maxwell
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Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)
(1)
|
All
Other
Compensation
($)
(2) (3)
|
Total
($)
|
||||||
Frank
Mandelbaum
|
2006
|
254,763
|
-
|
104,571
|
18,000
|
377,334
|
||||||
Chairman
& Chief Executive Officer
|
2005
|
250,000
|
-
|
64,902
|
18,000
|
332,902
|
||||||
2004
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250,000
|
-
|
236,600
|
18,000
|
507,600
|
|||||||
Edwin
Winiarz
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2006
|
172,087
|
-
|
104,571
|
15,000
|
291,658
|
||||||
Senior
Executive Vice President
|
2005
|
161,343
|
-
|
116,740
|
15,000
|
293,083
|
||||||
&
Chief Financial Officer
|
2004
|
151,318
|
-
|
157,733
|
15,000
|
324,051
|
||||||
Russell
T. Embry
|
2006
|
166,480
|
-
|
-
|
2,040
|
168,520
|
||||||
Senior
Vice President
|
2005
|
162,766
|
-
|
10,089
|
2,040
|
174,895
|
||||||
&
Chief Technology Officer
|
2004
|
152,063
|
-
|
23,904
|
2,040
|
178,087
|
||||||
Todd
Liebman
|
2006
|
171,536
|
-
|
307,391
|
9,000
|
487,927
|
||||||
Senior
Vice President Marketing
|
2005
|
135,128
|
-
|
-
|
9,000
|
144,128
|
||||||
&
Chief Operating Officer
|
2004
|
4,231
|
-
|
437,463
|
1,500
|
443,194
|
(1)
|
The
amounts reported in the “Option Awards” column reflect the dollar amount
of expense recognized for financial statement reporting purposes
for the
fiscal year ended December 31, 2006, in accordance with SFAS 123R.
Assumptions used in the calculation of these amounts are included
in Note
8 to the Company’s audited financial statements for the fiscal year ended
December 31, 2006, included in the Company’s Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 26,
2007.
|
(2)
|
Amount
represents car allowances.
|
(3)
|
No
other compensation, including perquisites, in excess of $10,000 was
paid
to any of our named executive
officers.
|
Name
|
Grant
Date
|
Approval
Date
|
Number
of Securities Underlying Options Granted
|
Exercise
or
Base
Price of
Option
Awards
($/Sh)
|
Fair
Value at Grant Date ($) (1)
|
Expiration
Date
|
|||||||
Frank
Mandelbaum
|
11/16/2006
|
11/8/2006
|
25,000
|
$6.00
|
104,571
|
(2)
|
11/16/2016
|
||||||
Edwin
Winiarz
|
11/16/2006
|
11/8/2006
|
25,000
|
$6.00
|
104,571
|
(2)
|
11/16/2016
|
||||||
Todd
Liebman
|
03/24/2006
|
03/24/2006
|
75,000
|
$6.19
|
307,391
|
(3)
|
5
yrs from date of vesting
|
(1)
|
The
amounts reported in the “Option Awards” column reflect the dollar amount
of expense recognized for financial statement reporting purposes
for the
fiscal year ended December 31, 2006, in accordance with SFAS 123R.
Assumptions used in the calculation of these amounts are included
in Note
8 to the Company’s audited financial statements for the fiscal year ended
December 31, 2006, included in the Company’s Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 26,
2007.
|
(2)
|
Vested
immediately
|
(3)
|
Vest
at a rate of 5,000 options for each $450,000 in booked
sales.
|
No.
of Securities
Underlying
Unexercised
Options
/ Warrants
|
||||||||
Name
|
Exercisable
|
Unexercisable
|
Option
Exercise Price
|
Option
Expiration Date
|
||||
Frank
Mandelbaum
|
25,000
|
-
|
$3.00
|
1/01/07
|
||||
125,000
|
-
|
$12.10
|
2/01/07
|
|||||
75,000
|
-
|
$12.10
|
12/31/07
|
|||||
100,000
|
-
|
$8.22
|
7/10/08
|
|||||
375,000
|
-
|
$3.00
|
7/15/08
|
|||||
75,000
|
-
|
$12.10
|
12/31/08
|
|||||
75,000
|
-
|
$12.10
|
12/31/09
|
|||||
25,000
|
-
|
$4.37
|
1/01/15
|
|||||
50,000
|
-
|
$4.37
|
10/31/15
|
|||||
25,000
|
-
|
$3.22
|
12/30/15
|
|||||
25,000
|
-
|
$6.00
|
11/16/16
|
|||||
Edwin
Winiarz
|
75,000
|
-
|
$8.04
|
5/08/08
|
||||
30,000
|
-
|
$8.22
|
7/10/08
|
|||||
15,000
|
-
|
$5.25
|
7/08/14
|
|||||
25,000
|
-
|
$4.37
|
1/01/15
|
|||||
25,000
|
-
|
$5.64
|
9/06/15
|
|||||
5,000
|
-
|
$3.22
|
12/30/15
|
|||||
25,000
|
-
|
$4.37
|
1/01/16
|
|||||
25,000
|
-
|
$6.00
|
11/16/16
|
|||||
Russell
T. Embry
|
6,250
|
-
|
$3.82
|
10/31/07
|
||||
6,250
|
-
|
$3.82
|
4/30/08
|
|||||
6,250
|
-
|
$7.44
|
11/05/08
|
|||||
6,250
|
-
|
$7.44
|
5/05/09
|
|||||
5,000
|
-
|
$4.37
|
12/03/09
|
|||||
5,000
|
-
|
$4.37
|
6/03/10
|
|||||
5,000
|
-
|
$3.18
|
11/17/10
|
|||||
Todd
Liebman
|
25,000
|
-
|
$4.57
|
12/10/09
|
||||
25,000
|
-
|
$4.57
|
9/06/10
|
|||||
25,000
|
-
|
$4.57
|
12/10/10
|
|||||
70,000
|
-
|
$4.57
|
12/31/10
|
|||||
30,000
|
-
|
$4.57
|
6/30/11
|
|||||
5,000
|
-
|
$6.19
|
7/31/11
|
|||||
5,000
|
-
|
$6.19
|
9/29/11
|
|||||
5,000
|
-
|
$6.19
|
11/30/11
|
|||||
5,000
|
-
|
$6.19
|
12/29/11
|
|||||
-
|
55,000
(1)
|
$6.19
|
Five
years after date of vesting
|
Stock
Options
|
Stock
Awards
|
|||||||
Name
|
No.
of Shares
Acquired
Upon Exercise (#)
|
Value
Received Upon Exercise ($)
|
No.
of Shares
Acquired
Upon Vesting (#)
|
Value
Received Upon Vesting ($)
|
||||
Frank
Mandelbaum
|
6,204
|
$24,754
(1)
|
-
|
-
|
||||
Edwin
Winiarz
|
-
|
-
|
-
|
-
|
||||
Russell
T. Embry
|
-
|
-
|
-
|
-
|
||||
Todd
Liebman
|
-
|
-
|
-
|
-
|
(1) |
Mr.
Mandelbaum performed a cashless exercise of 25,000 shares at an exercise
price of $3.00 per share on January 3, 2006, when the closing price
of our
common stock was $3.99. He received 6,204 common shares equal in
value to
the difference between the market price and exercise price of the
options
exercised.
|
Name
and Principal Position
|
Fees
Paid
in
Cash
($)
|
Option
Awards
($)
|
Stock
Awards
($)
|
All
Other
Compensation
($)
(6)
|
Total
($)
|
|||||||
Ashok
Rao, Vice Chairman
|
11,000
|
-
|
9,002
|
(4)
|
-
|
19,902
|
||||||
Jeffrey
Levy
|
11,750
|
32,622
|
(1)
|
-
|
-
|
44,372
|
||||||
John
E. (Jay) Maxwell
|
11,750
|
10,430
|
(2)
|
-
|
-
|
22,180
|
||||||
Arthur
L. Money
|
11,750
|
-
|
7,004
|
(5)
|
-
|
18,754
|
||||||
Guy
L. Smith
|
11,000
|
10,430
|
(3)
|
-
|
-
|
21,430
|
(1)
|
Fair
value of 7,350 options granted 6/16/06 at exercise price of $5.55
per
share. As of December 31, 2006, including
the awards listed above, Mr.
Levy had aggregate outstanding options to purchase 98,350 shares
of common
stock.
|
(2)
|
Fair
value of 2,350 options granted 6/16/06 at exercise price of $5.55
per
share. As of December 31, 2006, including the awards listed above,
Mr.
Maxwell had aggregate outstanding options to purchase 49,350 shares
of
common stock.
|
(3)
|
Fair
value of 2,350 options granted 6/16/06 at exercise price of $5.55
per
share. As of December 31, 2006, including the awards listed above,
Mr.
Smith had aggregate outstanding options to purchase 81,850 shares
of
common stock.
|
(4)
|
Fair
value of 1,622 restricted shares granted 6/16/06 at market price
of $5.55
per share. As of December 31, 2006, including the awards listed above,
Mr.
Rao had aggregate outstanding options to purchase 148,500 shares
of common
stock and 9,002 shares of restricted common stock.
|
(5)
|
Fair
value of 1,262 restricted shares granted 6/16/06 at market price
of $5.55
per share. As of December 31, 2006, including the awards listed above,
Mr.
Money had aggregate outstanding options to purchase 148,300 shares
of
common stock and 7,004 shares of restricted common
stock.
|
(6)
|
No
other compensation, including perquisites in excess of $10,000, was
paid
to any of our directors.
|
Cumulative
Total Return
|
||||||
12/01
|
12/02
|
12/03
|
12/04
|
12/05
|
12/06
|
|
Intelli-Check,
Inc.
|
100.00
|
37.93
|
43.49
|
24.74
|
21.39
|
37.00
|
AMEX
Composite
|
100.00
|
100.08
|
144.57
|
178.46
|
220.35
|
262.17
|
AMEX
Technology
|
100.00
|
58.27
|
92.62
|
109.44
|
101.88
|
127.50
|
By
Order of the Board of Directors,
|
|
/s/
Peter J. Mundy
|
|
Peter
J. Mundy
|
|
Vice
President of Finance,
|
|
Chief
Financial Officer, Treasurer and
Secretary
|