SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2003 or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-20270
SAFLINK CORPORATION
(Exact name of registrant as specified in its charter)
| DELAWARE | 95-4346070 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| 777 108th Avenue NE, Suite 2100 | ||
| Bellevue, WA | 98004 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code: (425) 278-1100
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ¨ No x
The aggregate market value of the registrants common stock held by non-affiliates was approximately $62,020,334, based upon the last sale price reported for the common stock of the registrant on the Nasdaq SmallCap Market on June 30, 2003, being the last trading day of the registrants most recently completed second fiscal quarter. Shares of common stock of the registrant held by each officer, director and holder of 5% or more of the outstanding common stock have been excluded from this calculation in that such persons may be deemed to be affiliates. Share ownership information of certain persons known by the registrant to own greater than 5% of the outstanding common stock for purposes of this calculation is based solely on information on Schedule 13D or 13G filed with the Securities and Exchange Commission and is as of June 30, 2003. The determination of affiliate status is not necessarily a conclusive determination for other purposes.
There were 31,332,453 shares of the registrants common stock outstanding as of March 19, 2004.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrants definitive proxy statement relating to the registrants 2004 annual meeting of stockholders.
2
| Item 1. | Business |
Certain statements in this Annual Report on Form 10-K constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are not historical facts but rather reflect our current expectations concerning future results and events. Words such as believe, expect, intend, plan, anticipate, likely, will, may, shall and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of our company (or entities in which we have interests), or industry results, to differ materially from historical results or future results, performance or achievements expressed or implied by such forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect managements view only as of the date of this Annual Report on Form 10-K. These forward-looking statements include, without limitation, statements regarding our expectations and beliefs about the market and industry, our goals, plans, and expectations regarding our products and services and product development, our intentions and strategies regarding customers and customer relationships, our relationships with the software development community, our intent to continue to invest resources in research and development, our intent to develop relationships and strategic alliances, our beliefs regarding the future success of our products and services, our expectations and beliefs regarding competition, competitors, the basis of competition and our ability to compete, our beliefs regarding trademark and copyright protections, our beliefs and expectations regarding infringement claims, our beliefs regarding the development of industry standards, our expectations and beliefs regarding our ability to hire and retain personnel, our beliefs regarding period to period results of operations, our expectations regarding future growth and financial performance, our expectations regarding licensing arrangements and our revenue, our expectations and beliefs regarding revenue and revenue growth, our expectations regarding our strategies and long-term strategic relationships, our expectations regarding defects in products, our expectations regarding fluctuations in revenue and operating results, our beliefs and expectations regarding our existing facilities and the availability of additional space in the future, our intent to use all available funds for the development and the operation of our business and not to declare or pay any common stock cash dividends, our expectations regarding software development costs, our beliefs and expectations regarding our results of operations and financial position, our beliefs regarding estimates in valuing in-process research and development, our intentions and expectations regarding deferred tax assets, our beliefs and expectations regarding liquidity and capital resources and that cash flow from existing operations, existing cash, cash equivalents and short-term investments will be sufficient to meet our cash requirements for the foreseeable future, and our expectations regarding the impact of recent accounting pronouncements and revenue recognition matters. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated. These risks and uncertainties include without limitation those identified in the section of this Annual Report on Form 10-K entitled Risk Factors That May Affect Future Results below. In addition, these forward looking statements are subject to risks and uncertainties associated with the possibility that the merger we announced on March 23, 2004, with SSP Solutions, Inc. may not close, the failure of the combined company to retain key employees, the failure of the combined company to manage the cost of integrating the businesses of SAFLINK and SSP-Solutions, successful integration of the acquired business, technology and employees and the realization of anticipated benefits of the transaction, risks associated with the rapidly evolving market for biometric solutions and our products and services, general economic conditions, the pace of spending and timing of economic recovery in the biometric and smart card industries, the combined companys inability to sufficiently anticipate market needs and develop products and product enhancements that achieve market acceptance, higher than anticipated expenses the combined company may incur in future quarters. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.
3
As used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms we, us, the Company, and SAFLINK refer to SAFLINK Corporation, a Delaware corporation, and its subsidiaries.
Overview
SAFLINK Corporation offers software solutions that protect intellectual property, secure information assets, control access to physical facilities, and eliminate passwords. SAFLINKs Secure Authentication Framework (SAF) software provides Identity Assurance Management, allowing administrators to verify the identity of users and control their access to: computer networks; physical facilities; applications; event tracking systems; and time and attendance systems. We develop application software and resell hardware and device control software from leading manufacturers of biometric hardware devices. Our products may be used to protect business and personal assets and to replace passwords, keys, and personal identification numbers (PINs) in order to safeguard and simplify access to electronic systems, buildings, and secure areas. Biometric technologies automatically identify computer users by electronically capturing a specific biological or behavioral characteristic of that individual, such as a fingerprint, iris pattern, voiceprint or facial feature, creating a unique digital identifier from that characteristic and then comparing it against a previously created and stored digital identifier. Because this process relies on largely unalterable human characteristics, it is both highly secure and highly convenient for the individual seeking access.
The process of identity authentication typically requires that a person present for comparison one or more of the following factors:
| | something known such as a password, PIN, or mothers maiden name; |
| | something carried such as a token, card, or key; or |
| | something physical such as fingerprint, iris or voice pattern, signature motion, facial shape or other biological or behavioral characteristic. |
Comparison of biological and behavioral characteristics has historically been the most reliable and accurate of the three factors, but has also been the most difficult and costly to implement given the complex nature of enterprise computer systems. However, recent advances in the development of integrated biometric software solutions, reduced cost of biometric devices, and the emergence of recognized industry standards to connect biometric components to applications have reduced the cost of implementing biometrics in commercial environments. We believe that government and private sector organizations will increasingly use this method of identity authentication because of the level of security and user convenience it provides and the reduced cost of password administration associated with such a security system.
Our software products are designed for large-scale and complex computer networks, facilities, and manufacturing automation systems, and allow users seeking access or performing transactions to be identified using various biometric technologies. Our products comply with recognized industry standards, which allow us to integrate a large variety of biometric technologies within a common application environment without costly development related to each technology. Our products also provide our customers with the flexibility to deploy a mixture of different biometric technologies within their network to meet specific user and environmental requirements while providing protection against technology obsolescence since new devices can be added to, or upgraded within, the system without replacing or modifying the underlying biometric network support infrastructure.
In December 1997, SAFLINK and the National Security Agency (NSA) jointly introduced and demonstrated the Human Authentication Application Programming Interface, or HA-API. HA-API was the first definition of a standard way to allow software developers and biometric technology suppliers to build their products using a uniform method for connecting many different biometric devices to computer systems. HA-API was developed by SAFLINK under a contract from the NSA and was subsequently released into the public
4
domain as a proposed biometric interoperability standard. HA-API subsequently evolved into a standard called BioAPI. BioAPI was recognized by the American National Standards Institute (ANSI) in February 2002, and has been designated as ANSI/INCITS 358 BioAPI. This standard is now being considered for adoption by the International Organization for Standards (ISO) and ballot approval is expected to take place by the end of 2004 or early 2005. One of our employees serves as the elected Chair of the BioAPI Consortium that represents over 120 organizations that have collaborated to develop this new standard. We also support other related biometric standards efforts, including the Common Biometric Exchange File Format (CBEFF) specification and we intend to keep all of our products compliant with these standards as they continue to evolve.
We are positioning and promoting our Secure Authentication Facility, or SAF, brand in conjunction with selected biometric and other identification technologies currently available in the marketplace including those from:
| | AuthenTec, Inc., BIO-key International, Inc., Cherry Electrical Products, Inc., Cross Match, Inc., Fellowes, Inc., Key Source, Inc., Memory Experts International, Inc., Precise Biometrics, A.B., SecuGen Corp., SCM Microsystems, Inc., Silex Technology America, Inc., Startek Engineering, Inc., Targus Group International, UPEK, Inc. (formerly STMicroelectronics Group), and Zvetco, Inc., for fingerprint imaging; |
| | Identix, Inc. (formerly Visionics Corporation) for facial recognition; |
| | Iridian Technologies, Inc., Panasonic Security and Digital Imaging Co., and Oki Electric Industry Co., Ltd. for iris recognition; and |
| | RF IDeas, Inc., Ensure Technologies, Inc., ComputerProx Corporation, and Gemplus S.A. for radio frequency (RF) badges, ultrasound presence detection and smart card technologies. |
Recent Developments
Merger Agreement with SSP-Litronic
On March 22, 2004, we entered into an agreement and plan of merger and reorganization with SSP Solutions, Inc., a Delaware corporation, dba SSP-Litronic (SSP-Litronic), and Spartan Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of SAFLINK, pursuant to which Spartan will merge with and into SSP-Litronic, with SSP-Litronic surviving as a wholly-owned subsidiary of SAFLINK. A copy of the merger agreement is attached to our current report on Form 8-K filed with the SEC on March 23, 2004, as Exhibit 2.1. In connection with the execution of the merger agreement, certain of our directors, executive officers and affiliates entered into stockholder agreements with SSP-Litronic in the form attached to our current report on Form 8-K filed with the SEC on March 23, 2004, as Exhibit 99.1, and certain of SSP-Litronics directors, executive officers and affiliates entered into stockholder agreements with us in the form attached to our current report on Form 8-K filed with the SEC on March 23, 2004, as Exhibit 99.2.
The merger is subject to the approval of each companys stockholders, regulatory review, and other customary closing conditions. The transaction is intended to qualify as a tax-free transaction and is expected to close in the second or third quarter of 2004, depending on regulatory review.
Pursuant to the terms of the merger agreement, we will acquire all of the outstanding shares of SSP-Litronic in a stock-for-stock transaction where each share of SSP-Litronic common stock will be exchanged for 0.6 shares of our common stock. Given the current capital structures of both companies, it is anticipated that the security holders of SSP-Litronic would receive approximately 49% of the combined companys outstanding fully-converted shares at closing and our security holders would continue to hold the remaining 51% of the combined companys outstanding fully-converted shares at closing. The foregoing description of the merger does not purport to be complete and is qualified in its entirety by reference to the complete text of the merger agreement, which is filed as Exhibit 2.1 to our current report on Form 8-K filed with the SEC on March 23, 2004, and is
5
incorporated herein by reference. Please refer to the exhibits referred to in Item 7 of that Form 8-K, and the joint press release issued by us and SSP-Litronic on March 22, 2004, attached as Exhibit 99.3 to our current report on Form 8-K filed with the SEC on March 23, 2004, announcing the signing of the merger agreement.
The new company will be led by a management team and board of directors selected from both companies. Richard P. Kiphart, formerly chairman of Memphis-based Concord EFS and a managing director of William Blair & Company, LLC investment banking firm will become chairman of the board of directors of the combined company. Glenn L. Argenbright, President and CEO of SAFLINK, will remain president and CEO of the combined company. Kris Shah, co-chairman and president of SSP-Litronic, will maintain his role as president of SSP-Litronic. Marvin Winkler, co-chairman and CEO of SSP-Litronic, will become the vice chairman of the board of directors and is expected to assist executive management with strategic initiatives. Other executive management positions and members of the board of directors will be designated prior to the closing of the transaction.
We intend to file a registration statement on Form S-4 in connection with the transaction, and we intend to mail a joint proxy statement/prospectus with SSP-Litronic to our respective stockholders in connection with the transaction. Our investors and security holders, as well as investors and security holders of SSP-Litronic, are urged to read the joint proxy statement/prospectus when it becomes available because it will contain important information about us, SSP-Litronic and the transaction. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus (when it is available) at the SECs website at www.sec.gov. A free copy of the joint proxy statement/prospectus may also be obtained from us or from SSP-Litronic.
In addition to the registration statement on Form S-4 to be filed by us in connection with the transaction, and the joint proxy statement/prospectus to be mailed to our stockholders and to the stockholders of SSP-Litronic in connection with the transaction, SSP-Litronic files annual, quarterly and special reports, proxy and information statements, and other information with the SEC. We encourage you to read and copy any of these reports, statements and other information at the SECs web site at www.sec.gov., at SSP-Litronics website at www.sspsolutions.com.
Private Placement of Common Stock
On February 26, 2004, we raised approximately $9.2 million through a private placement of shares of our common stock. We sold a total of 3,080,000 shares of our common stock to a group of accredited institutional investors at a price of $3.00 per share. The placement agent for the financing was Burnham Hill Partners. The per share purchase price represented a discount of approximately 8.3% to the $3.27 per share closing sale price for shares of our common stock as reported on the Nasdaq SmallCap Market on February 25, 2004, the trading day prior to the closing of the financing. Investors also received warrants to purchase up to 1,232,000 additional shares of common stock. The warrants have a term of five years and an exercise price of $3.97 per share.
In connection with the financing, we have agreed to file a registration statement on Form S-3 with the Securities and Exchange Commission covering the resale of the shares of common stock issued in the financing and the shares of common stock underlying the warrants. We also granted a right of first refusal to investors to purchase their pro rata portion of securities issued by us to third parties for a period of 12 months following the closing of the financing, subject to certain excluded transactions.
Acquisition of Assets from Biometric Solutions Group
On December 29, 2003, we acquired certain assets and rights used in connection with the digital identity and biometric-enhanced physical access security business of Information Systems Support, Inc. (ISS) and Biometric Solutions Group, Inc. (BSG). We intend to integrate the acquired assets into our business operations and intend to continue the operation located in Charleston, South Carolina.
6
We paid approximately $3.9 million for the acquired assets, which consisted of $500,000 in cash, 1,122,855 shares of our common stock, and $262,000 in direct acquisition fees. The value of the common stock we issued in connection with this transaction is based on the average closing price of our common stock as reported on the Nasdaq SmallCap Market for a period before and after the date of the acquisition. ISS and BSG have agreed not to sell the shares of common stock received in the transaction for a period of three years. We agreed to prepare and file with the Securities and Exchange Commission a registration statement covering the resale of the shares of common stock issued in connection with the transaction.
We determined the consideration for the acquisition through arms-length negotiation, and we paid the cash portion of the purchase price out of funds from our working capital. We had no material relationships with ISS or BSG, or any of their respective affiliates, directors or officers, or any associates of any such director or officer, prior to the acquisition transaction.
We acquired certain intellectual property, tangible assets and inventory in the transaction. In addition, we offered employment to certain employees of ISS in connection with the acquisition, including Robert L. Turbeville, Jr., a former senior vice president for ISS who now leads our physical access group. We did not acquire any known liabilities in the transaction.
At closing of the transaction, we placed approximately 46% of the purchase price, comprising 600,000 shares of our common stock, into an escrow for the purpose of securing the indemnification obligations of ISS and BSG under the purchase agreement. Subject to certain exceptions, 300,000 of the shares will remain in escrow for a period of one year from the closing date, and the balance of the shares will remain in escrow for a period of two years from the closing date, and in each case until all pending claims for indemnification, if any, have been resolved.
Available Information
We are headquartered at 777 108th Ave NE Bellevue, WA 98004. We file reports with the Securities and Exchange Commission (SEC), including Annual Reports on Form 10-K, quarterly reports on Form 10-Q and other reports from time to time. The public may read and copy any materials we file with the SEC at the SECs public reference room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. We are an electronic filer and the SEC maintains an Internet site at http://www.sec.gov that contains the reports, proxy and information statements, and other information filed electronically.
Our Internet site is http://www.saflink.com. We make available free of charge, on or through our website, our annual, quarterly and current reports, and any amendments to those reports, as soon as reasonably practicable after electronically filing such reports with the SEC. Information contained on our website is not part of this report.
Market Overview
As computer use migrates towards a networked environment, and our economy shifts towards information as a primary asset, individuals and organizations are becoming more concerned with protecting individual privacy and ensuring the security of information maintained on personal computers, the Internet, and corporate networks. Physical security for buildings and sensitive areas has also become a focal point in light of terrorism, workplace violence, and theft by employees of retail goods.
A number of technologies and strategies have been developed to address these concerns, including encryption methods, firewalls, intrusion detection tools, access permission systems, passwords, identification cards or tokens, magnetic stripe cards, digital certificates, and single sign-on applications. However, the
7
effectiveness of each of these technologies and strategies is dependent upon the most critical and vulnerable component of the security processpositive personal identification and authentication of the individual seeking access. Since biometrics are based on the unique physical characteristic of each individual, they provide a superior means of identification.
With the growth of electronic commerce, access points to the Internet and corporate networks (which we sometimes refer to as enterprise networks) have increased significantly, and now include corporate desktops, home PCs, mobile laptops, and hand-held devices. Using passwords as the primary method of verifying the identity of remote users is subject to a number of security weaknesses. Passwords are frequently shared. Passwords are often written down and placed where others can see them. Common passwords like a users pets name or spouses name can be guessed. More complex passwords can be broken in minutes through sophisticated dictionary attacks based on tools that are easily available from Internet websites. Attempts to increase security by requiring complex passwords comprised of letters, numbers, and symbols are often met with significant resistance by employees. For large organizations, there is also a measurable cost of managing forgotten and expired passwords relating to administration overhead and lost employee productivity. Disgruntled or unethical employees also account for a large percentage of the increasing incidence of significant financial loss from unauthorized access to electronic data or files.
Traditional methods of controlling physical access to buildings and secure areas also have a number of disadvantages. PINs, magnetic stripe cards, and radio frequency badges, since they are based on something that is known or carried, can all be stolen, shared, and lost each of which is a significant security vulnerability.
Time and attendance systems that utilize punch cards or time clocks are an additional concern for many organizations. The American Payroll Association estimates that between 7 and 12 percent of all time clock transactions are fraudulent, a result of buddy punching where an hourly employee is punched in (or out) by a coworker in order to increase his or her total number of hours worked. False overtime is often a significant expense for companies who pay a multiple of the standard hourly wage for overtime when employees deliberately extend their hours when not authorized to do so.
Organizations that perform computer-based electronic transactions, such as recording actions taken in a manufacturing process, the act of dispensing pharmaceuticals, or the process of approving electronic documents, need to have a simple and secure way of authenticating digital signatures. Biometrics can be a cost-effective means of providing positive proof of identity when auditing events or approving computer-based transactions. The resultant audit trail of events cannot be denied or repudiated by an individual if the events are inextricably linked to their unique biometric characteristics.
We believe that a sustainable market is developing for biometric technologies used in information security and data privacy applications. There are several factors that we believe will contribute to the growth of this industry:
| | Concern regarding critical infrastructure security which has been heightened significantly since the terrorist attacks of September 11, 2001. As a result, federal and local government funding is being increased to help protect critical government network infrastructures. The private sector is also recognizing the importance of securing networks against attacks by terrorists and is seeking more secure methods of user authentication. |
| | Recent legislation and regulationssuch as the landmark Health Insurance Portability and Accountability Act healthcare regulations, the Gramm-Leach-Bliley Financial Modernization Act, and California bill 1386require that customer information, data, and financial records be kept secured, and outline substantial penalties for failure to do so. The FDA regulation 21CFR Part 11 requires positive authentication of digital signatures placed on electronic records created within regulated industries such as pharmaceutical manufacturing. |
8
| | Highly publicized security breaches in computer networks and Internet sites, which have been traced to the vulnerability of password-based authentication systems by hackers and unauthorized access by disgruntled employees. |
| | The growth of e-commerce as a medium for business and consumer transactions, which requires the implementation of technologies that facilitate the positive identification of anonymous parties. |
| | The cost and inconvenience of using multiple or complex passwords that are frequently changed. A recent third party survey indicated more than 40 percent of security initiatives designed to improve security are abandoned because of resistance by employees and upper management to the inconvenience of complex passwords and additional barriers to entry that traditional security can erect. Since biometrics are based on an innate physical characteristic, they are highly convenient for users, and much more likely to promote compliance with security policy. Identity Assurance Management leverages this convenience by consolidating physical, network, and application security into one biometric. |
| | The information technology industry is beginning to utilize advanced solutions to protect computer information. The primary means of protecting computer information is data encryption, which requires protection of the encryption keys used to lock up the data. Today, these keys are generally stored in computers or smart cards and are commonly protected by simple PINs or passwords. We believe biometrics will play an important role in protecting these keys from unauthorized access. |
| | IT industry leaders such as Citrix, Computer Associates, Dell, Hewlett Packard, Novell, Microsoft, MPC Computers, IBM, and Intel are supporting the integration of biometrics within their system platforms and have publicly announced that information security is a top corporate focus. |
| | Falling prices for biometric collection devices, such as fingerprint sensors, digital cameras, microphones, etc., and improvements in the accuracy, performance, and user acceptance of this technology have made integration of biometrics for physical access, desktop PCs, and portable computers a cost effective security alternative for the commercial market. |
| | New and even more powerful biometric devices, such as silicon chip-based fingerprint sensors and iris recognition cameras, are now widely available from name-brand commercial vendors such as Targus and Panasonic. |
| | The International Biometric Industry Association (IBIA), the industrys official trade association, has been effective in helping to shape public policy in favor of the use of biometrics as a viable security mechanism. |
| | The BioAPI Consortium, a group of over 120 organizations from the biometrics industry, government and information technology vendors, has succeeded in having the BioAPI Specification accepted as an official standard by the American National Standards Institute (ANSI). This specification defines a single industry standard software specification for connecting biometric devices to computer systems and is expected to encourage implementation of biometrics by facilitating the interoperability of different biometric technologies. This standard is now before the International Organization for Standards (ISO) for balloting to become an international standard. |
Quantifiable Business Benefits
In addition to replacing passwords with biometrics, our enterprise network security and physical access solutions provide a number of powerful benefits for customers regardless of the industry they occupy. At the highest level, our solutions are designed to ensure protection, security, and safety for a companys computer network, facilities, and intellectual property. Specifically, these benefits include:
| | Increased network security. Our solutions economically address a critical security threat by eliminating passwords for the primary network login and replacing them with the strongest known means of securitya unique individual identifier, such as a fingerprint, iris pattern, voice pattern, or facial characteristic. |
9
| | Increased facility security. Our solutions help protect enterprise facilities by extending the use of biometrics to physical access points. |
| | Convenience and productivity. Biometric authentication allows users to be more productive by replacing their traditional text-based passwords with a unique individual identifier they cannot lose or forget. |
| | Centralized management. Significant cost savings can be realized by combining the management of security infrastructure into one centralized system. Security systems based on proprietary technology require dedicated personnel, computer software and hardware, and redundant backup systems in order to perform adequately. SAFLINKs Identity Assurance Management software offers a centralized system to control and manage a broad range of security vulnerabilities. Since this system and its controls can be integrated within existing computer architecture at the operating system level, it allows companies to establish security without additional computer components and to substantially reduce administrative overhead required by disparate systems. |
| | Compatibility with leading single sign-on systems and popular enterprise software applications. Our solutions are designed to interface with leading third party single sign-on systems and software applications to provide the convenience and security of biometric authentication at the application and transaction level in addition to the primary network login. |
| | ROI/Administrative cost savings. Our solutions can provide significant cost savings to existing network and operational infrastructure. For example, an IDC report estimates that the annual cost of password management is approximately $200 to $300 per user. Since our network security solutions can cost as little as $40 per user for a permanent license, customers can achieve a rapid return on investment by replacing passwords with biometrics. In addition, organizations utilizing our time and attendance systems can also realize cost savings by reducing buddy punching, which accounts for an estimated 7 to 12 percent of all time clock transactions, according to the IDC report. |
| | Reduced loss of intellectual property. A 2003 report by the FBI indicates the average company loses $2.7 million in intellectual property (IP) per year due to unauthorized computer security breeches. By preventing password fraud and verifying the identity of individuals attempting to access files, applications, and data containing intellectual property, companies can reduce the loss of IP and maintain competitive advantages that their IP provides. |
| | Reliable audit capabilities. Our solutions also provide the ability to track individual logins, logoffs, biometric enrollments, and other biometric related network events, which help to mitigate fraud and ensure compliance with government regulations. |
Technical Features and Benefits
Our products also offer a number of technical features and benefits which help administrators, who are responsible for large-scale enterprise networks and facilities, easily deploy our products to their existing user bases and provide effective administration over the long term. Primary features include:
| | Reliability. To provide users authentication and access to key applications and data when desired, we have taken several steps designed to enhance product reliability. We provide features such as automatic failover and load balancing, and we conduct pre-release testing of our products by our network platform partners including Citrix, Microsoft, Computer Associates, and Novell. |
| | Scalability. Our products are designed to be scalable and redundant to meet the needs of large enterprises. Our products achieve this scalability by integrating directly into existing identity management and provisioning infrastructure provided by the underlying network operating system or single sign-on platform. |
| | Manageability. Our products include features that are designed to allow for rapid deployment, with the minimum requirement of IT personnel or internal disruption. These features include: a wide range of |
10
| centrally administered policy settings that can be defined at user, group, or organizational unit level; the ability to install our client workstation components over the network using automated software distribution tools; and a flexible enrollment process for users. |
| | Security. Not only are the biometric devices we support encrypted, but so is the communication between the devices, the host computer, and the servers. We believe our software architecture uses some of the most advanced security measures available, such as digital signing of software components, mutual authentication and trust relationships, and strong encryption. |
| | User training and enrollment convenience. We provide features designed to make the user experience easier, including a biometric practice utility and a self-enrollment wizard. |
Industry-Specific Value Proposition
While our products may not provide features or functionality that are different across industries, it is important that we position them differently to address the unique requirements and business drivers of vertical markets. There are a number of internal and external market drivers which are specific to individual industries. For this reason, we have focused our sales and marketing efforts on the following sectors:
Healthcare
One of the strongest market drivers in the healthcare industry is a broad series of government regulations, introduced by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), designed to protect the privacy of patient data. These regulations specify that each healthcare organization must provide irrefutable identification of individuals accessing electronic patient information. Since biometric authentication is based on unique physical characteristics, it provides an effective solution to this problembiometrics cannot be lost, borrowed or stolen. Multi-factor authentication is also a HIPAA requirement, which our products support through integration of unique user IDs, smart cards, tokens and RF badges.
Manufacturing
In the pharmaceutical manufacturing business, FDA regulations (21 CFR Part 11) dictate that individuals who are completing electronic forms relating to the various steps in researching, testing, or manufacturing an FDA regulated product must record their identity through a digital signature for any specific action. On the manufacturing floor, employees have to authenticate as many as 300 times a shift. Not only is this cumbersome, but it takes time. Time, in the pharmaceutical manufacturing business, can be very costlyevery day that a company is delayed going to market with a new product can cost the company millions of dollars in lost revenue. Our system also helps to prevent loss of intellectual property, which is a severe problem in manufacturing environments. A recent study by the American Society for Industrial Security (ASIS) estimates that the average manufacturing company loses $50 million in intellectual property per year due to theft. Since the utilization of biometrics can save time and provide audit trails and proof of identity, our value proposition here is very compelling.
Financial Services
Title V of the Financial Services Modernization Act of 1999 highlights the obligation of financial services institutions to protect the security and confidentiality of customer nonpublic personal information. Our products provide a valuable tool to help these institutions fulfill their obligations to protect information in their databases against unauthorized access. The elimination of passwords can provide banks a higher level of access protection while also providing financial savings by eliminating the management of multiple passwords. In the case of one of our Fortune 100 financial services clients, brokers are accessing as many as 30 applications in a given day, each with a unique username and password. By using biometric authentication and a single sign-on solution, these brokers can now substitute one fingerprint for multiple passwords and improve their productivity while reducing password management costs.
11
Government
Due in part to the increased recognition of the need for infrastructure security following 9/11, government agencies have been looking for a way to positively verify an individuals identity. The use of biometric identification is being considered on a number of federal projects as a component of a broader identity management solution, often in conjunction with a smart card.
Interoperability is also a strong requirement in the government sector, since government agencies are often large and must accommodate a variety of individual and environmental requirements. We believe our standards-based approach to supporting multiple biometrics in a common software infrastructure addresses these concerns.
Education
In educational environments, IT administrators face several challenges, including students borrowing passwords from other students to surf undesirable Internet sites, delays in starting computer training classes due to password-related problems, and a constantly rotating end-user base. Since a biometric identifier is based on a physical characteristic and cannot be shared, lost, or stolen, it provides a reliable solution to these problems for students needing to access their work assignments and grades over the network.
Products
Our software products support a wide variety of biometric technologies and cards to improve security of workstations, computer networks, facilities and physical access points. Instead of being asked for a password, users are prompted for a unique biometric characteristic using any one of a number of biometric technologies. We design software that will work with a variety of biometric devices, including fingerprint readers, iris cameras, facial recognition cameras and microphones using speaker verification technology. Our products can be divided into two groups: computer access products and physical access products.
Computer Access Products:
Our enterprise products that are designed to operate in the computer network environment of large organizations include:
| | SAFsolution Enterprise Edition (SAFsolution) is a biometric, smart card and public key infrastructure (PKI) security solution that enables users to log on to their Windows® workstations and enterprise network domains based on Microsofts Active Directory and Windows 2000/2003 Server. Designed and tested for enterprise-level deployments, SAFsolution tightly integrates with Microsoft Active Directory to allow administrators to secure network and workstation access. SAFsolution works with a wide variety of biometric hardware devices, including fingerprint, voice, iris, and facial recognition devices to provide maximum flexibility for enterprise environments. SAFsolution also supports PKI-based smart cards as a second factor of authentication for those environments requiring the highest levels of access security. SAFsolution Enterprise Edition fully leverages the Active Directory management infrastructure to provide advanced features for centralized policy management and event auditing as well as flexible biometric enrollment options necessary for large-scale deployments. SAFsolution Enterprise Edition has been qualified for use with the single sign-on (SSO) products from Healthcast, LLC and Passlogix, Inc. SSO products provide fast and convenient connection to applications on a network by supplying a users password automatically from an encrypted file. We provide the initial user access to the SSO software product through a secure biometric verification of the user for enhanced security. SAFsolution Enterprise Edition also includes a feature that enables employees on a company network to share account privileges for specific work-related reasons, e.g., a senior executive who wishes a trusted assistant to enter and manage the executives personal email account. This patent-pending feature allows an administrator to delegate the logon rights of employees to authorized assistants or co-workers through SAFsolutions security control interface. The delegate |
12
| then uses his or her own biometric ID to access the other persons account. To ensure accountability, all delegate logons are automatically audited and logged for later review by security administrators. With this feature, identity sharing can be controlled, audited and managed effectively. |
| | SAFmodule for NMAS (SAFmodule) is a companion product to Novell Corporations Novell Modular Authentication Service (NMAS) security product and is fully certified and tested by Novell as an approved NMAS authentication method. SAFmodule replaces passwords for enterprise users that are accessing a Novell NetWare server and Novells e-Directory central repository from a computer running Novell software components. SAFmodule extends Novells administrative tools to assist the administrator in managing the initial enrollment and storage of biometric information and includes the ability to share account privileges between users under administrator control. Communication between the individual employees computer and the Novell server is secure and encrypted. SAFmodule has also been qualified for use with SSO products provided by Novell, Healthcast and Passlogix. |
| | SAFaccess for eTrust SSO (SAFaccess) is a companion product to Computer Associates eTrust SSO security product. SAFaccess provides a secure and positive biometric verification of a users identity when he or she uses Computer Associates SSO product. SAFaccess extends the standard administrative tools provided by Computer Associates to manage the initial enrollment and storage of biometric information on the SAFserver SQL database. SAFaccess also supports the combination of biometric authentication and tokens such as proximity cards. One proximity card product supported by SAFaccess is capable of automatically capturing a persons user name from a distance of up to 12 feet. |
| | SAFauthenticator SDK is a product that enables programmers to add SAFLINKs biometric authentication framework to any enterprise application for a more secure infrastructure. SAFauthenticator SDK is used in conjunction with SAFLINKs enterprise domain security products: SAFsolution® for Windows® Active Directory® or SAFmodule for Novell® eDirectory®. |
| | SAFremote Authenticator enables strong authentication over remote and terminal sessions so that Citrix® MetaFrame®, Windows® Terminal Services, and Windows® XP Remote Desktop users and enterprise administrators enjoy the same high degree of security and convenience previously available to only locally secured authentication workstations. |
| | SAFsolution Windows Workstation Edition (SAFsolution Workstation) provides multi-biometric logon and unlocking of Windows workstations based on Microsoft NT/2000/XP operating systems. SAFsolution Workstation stores the users biometric information and Windows password in a hidden encrypted file on the local workstation disk drive. When properly configured, SAFsolution Workstation also logs the user onto the enterprise network using the cached network profile stored in the local disk drive. It is intended to provide a simple and low-cost method of deploying biometric authentication in an enterprise environment without requiring additions or modifications to the network server components. SAFsolution Workstation also provides a direct upgrade path to the enterprise version of SAFsolution that is fully integrated with Microsofts Active Directory Service and Microsoft Management Console for central storage and management of biometric credentials. SAFsolution Workstation has also been qualified to directly interface with the Passlogix SSO product. |
Physical Access Products:
| | SAFpassage offers a turnkey access control solution including centralized template management, flexible access rights and time zone settings, remote system status monitoring, real-time event reporting and remote template enrollment. Our solution is expandable from a single node supporting up to 32 access points, to a worldwide biometric access control system that can be centrally or regionally managed across standard LAN and WAN networks. |
| | SAFcard allows the customer to add biometric access control without replacing the entire physical security system infrastructure. SAFcard is designed to integrate with legacy access control and security systems to provide biometric-enhanced access control. Using one of the many security cards available |
13
| today for user template and crediential management, SAFcard validates user identity locally and transmits credential information to the existing system through industry standards protocols including Wiegand, clock-and -data, and magnetic stripe track II and proprietary device emulation. SAFcard supports iCLASS, MIFARE, CAC, and proximity cards. |
Marketing and Distribution
We use both direct and indirect sales and marketing to market our products and services. Our sales staff focuses on selling our products to end-user customers primarily within the sectors of healthcare, manufacturing
education, government, and financial services in North America. Our channel management staff trains and supports our indirect distribution channel partners, who resell our products worldwide.
We market our products to potential customers across a wide range of general business sectors primarily through:
| | Direct sales representatives who contact potential end-user customers through leads generated by our various marketing initiatives; |
| | Distributors who act as middle-men distributing our products to a network of resellers in a specified geographic region; |
| | Resellers who purchase our products directly from us and sell them to end-user customers in a specified geographic region; |
| | Original equipment manufacturer resellers (hardware manufacturers) who buy our software to resell to customers in conjunction with their own biometric device hardware and/or computer products as a combined or bundled product; |
| | Sales agents who act like manufacturers representatives to introduce our products into key accounts; and |
| | Strategic alliance partners, such as Citrix, Computer Associates, Healthcast, Microsoft, Novell, and Passlogix who frequently introduce our products into their customer accounts that need biometric authentication features added to their respective product platforms. |
Our relationships with distributors, resellers, original equipment manufacturer resellers and sales agents are generally formalized in written contracts that address the specific products that can be sold, applicable pricing discounts and the geographic territory within which our products can be sold. Our strategic alliances are generally with companies that have formal partner programs. These companies generally publicize our status as an alliance partner on their web sites and in other publications and forums. Alliance partnerships can provide us with specific benefits such as:
| | access to key alliance partner technical, marketing and sales personnel; |
| | early access to new versions of the alliance partners software so that we can modify our software and release it at the same time that our alliance partner releases its new software version; |
| | speaking opportunities at customer events; |
| | ability to package our products with our alliance partners product; and |
| | participation in joint partner marketing programs such as seminars, trade shows, conferences, mass emails, and co-op advertising. |
Our marketing goals include identifying potential distributors and resellers of our products, creating awareness of our product offerings, generating leads for follow-on sales and achieving greater order volume by disseminating our products through multiple direct and indirect distribution channels worldwide.
14
Some of our reseller partners combine our enterprise software with their own biometric technology and sell the combined product through their own sales channels. We also have relationships with international distributors that carry our products and make them available to a broader audience of secondary distributors and resellers within their markets. As a result, we face a number of risks inherent in doing business in international markets, including unexpected changes in regulatory requirements, potentially adverse tax consequences and export controls relating to encryption technology.
Our software products are typically priced on the basis of the number of users that have enrolled their biometric information into the central server database or directory. As the number of users increases, the software license price per user decreases. Resellers purchase our products at a favorable discount for resale at a price that provides an attractive gross margin for the reseller. We believe that this pricing model is competitive and cost-effective for the end-user customer and is attractive to our resellers.
Computer Access Products:
We intend to focus on promoting our enterprise network security products to take advantage of the growing awareness of the importance of protecting enterprise network infrastructures from unauthorized access. We have a team of business development and sales professionals who are located in various regions of the country. They focus their marketing efforts on high profile end-user customers. They also identify, recruit, train and support a network of distributors and resellers. Typically, these resellers are already selling enterprise network products that are based on Citrix, Computer Associates, Microsoft or Novell products, which our products are designed to complement. Our network of resellers often provides a range of additional services to their customers, including network component sales, network consulting, security consulting, systems installation, technical services and network management services.
We also sell our products alongside the sales organizations of our strategic alliance partners. We believe that our products complement theirs and fill a customer need that would not otherwise be met. We strive to leverage the existing sales organizations and reseller networks of these companies to achieve sales of our products at minimum expense. We work closely with each of these strategic alliance partners to support these joint sales efforts.
We intend to offer our SAFsolution Workstation product through biometric technology resellers, PC manufacturers and volume distributors that want to package this product with biometric technology to create a bundled product for their customers. We intend to market SAFsolution Workstation through the direct and traditional reseller channels as a basic offering. We believe this will provide a set of biometric authentication functions that can be utilized out of the box as a first step to deploy biometric authentication within an enterprise setting to create a bundled product for the customer. SAFsolution Workstation provides a straightforward upgrade path to the enterprise versions of our products.
Physical Access Products:
We intend to offer our physical access solutions primarily through our team of business development and sales professionals located in various regions of the country. We believe many of our current customers or prospects for network security could also be potential users of our physical access products, creating legitimate cross-selling opportunities for our sales force. We also intend to generate physical access leads through the use of tradeshows and other marketing events.
Technology Partnerships and Licensed Technology
Fifteen technology partners currently supply us with fingerprint-based hardware devices and algorithm software, which are used to capture a fingerprint image. The software that we develop allows our customers to use this fingerprint hardware and algorithm software to gain secure access to computer networks and workstations. Our technology partners products are packaged with ours into a single product for sale to our
15
customers. Most of the business relationships with these companies can be characterized as manufacturer-to- reseller agreements. Most of the fingerprint device suppliers that we support have established no-cost software licensing arrangements with us. We are authorized to sell fingerprint readers or software provided by the following companies:
| | AuthenTec, Inc.Makes software algorithms and silicon-based fingerprint technology sensor components for integration into a variety of form factors by several OEM manufacturers. |
| | BIO-KEY International, IncMakes software algorithms that provide a common template format across multiple fingerprint sensor devices. |
| | Cherry Electrical Products, Inc.Makes keyboards that include silicon-based fingerprint sensors connected to the desktop computer through a Universal Serial Bus (USB) port. |
| | Cross Match, Inc.Makes optical-based forensic-quality fingerprint reader devices connected to the desktop computer through a USB port. |
| | Fellowes, Inc.Makes computer mouse peripherals that include silicon-based fingerprint sensors connected to the desktop computer through a USB port. |
| | Key Source, Inc. Makes keyboards that include silicon-based fingerprint sensors connected to the desktop computer through a USB port. |
| | Memory Experts International, Inc. Makes external flash memory storage devices that include silicon-based fingerprint sensors connected to the desktop or notebook computer through a USB port. |
| | Precise Biometrics ABMakes software algorithms and silicon-based fingerprint and smart card reader devices that are packaged into a computer keyboard, standalone device, combination fingerprint and smart card reader, and PCMCIA fingerprint reader for laptop computer applications. These devices can be connected through PCMCIA, USB or parallel interfaces. |
| |