Intelli-Check,
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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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers; Compensatory Arrangements of Certain
Officers.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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(a)
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Section
4.01 was amended to provide that the Board of Directors could appoint
a
Chief Executive Officer who was not a member of the Board of Directors
and
a non-executive Chairman of the Board. This Section previously provided
that the Chairman of the Board was an executive officer
position.
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(b)
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Section
4.02(a) was amended to eliminate a provision that provided that the
Chairman of the Board would be the Chief Executive Officer of
Intelli-Check. This Section was also amended to provide that the
Chief
Executive Officer’s authority over the activities of Intelli-Check would
be subject to the supervision of the Chairman of the Board and the
Board
of Directors. Previously, the Section provided that Chief Executive
Officer was subject to the overall authority of the Board of
Directors.
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(c)
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Section
4.02(b) was amended to provide that the powers of the other officers
of
Intelli-Check would be subject to the supervision of the Chairman
of the
Board and the Board of Directors. Previously, the Section provided
that
officers were subject to the overall authority of the Board of
Directors.
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(d)
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Section
4.03 was amended to add a provision indicating that the Chairman
of the
Board would supervise Intelli-Check’s executive officers on behalf of the
Board of Directors.
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(e)
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Section
4.04 was amended to delete the provision giving the President the
same
powers as the Chairman of the Board in the event of the absence of
the
Chairman of the Board or if the Chairman of the Board was unable
to
perform his or her duties.
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(f)
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Section
5.01 was amended to provide that the Chief Executive Officer is authorized
to sign stock certificates. This Section was also amended to eliminate
the
Chairman as one of the signatories for the stock
certificates.
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Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit
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Description
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3.1
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Amended
and Restated By-laws of Intelli-Check
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99.2
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Press
Release dated June 14, 2007
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INTELLI-CHECK,
INC.
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By:
/s/ Peter J.
Mundy
Name:
Peter J. Mundy
Title:
Vice President & CFO
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Exhibit
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Description
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3.1
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Amended
and Restated By-laws of Intelli-Check
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99.2
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Press
Release dated June 14, 2007
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