This excerpt taken from the IW DEF 14A filed Nov 15, 2005.
TO BE HELD ON DECEMBER 15, 2005
To our Shareholders:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Imageware Systems, Inc. (the Company) will be held at 11:00 a.m., local time, on December 15, 2005 at the Radisson Suite Hotel, Rancho Bernardo, 11520 West Bernardo Court, San Diego, California 92127 for the following purposes:
1. To consider and vote upon a proposal to change the state of incorporation of the Company from California to Delaware (the Delaware Reincorporation) by merging the Company into its wholly owned subsidiary, Imageware Systems, Inc., a Delaware corporation (Imageware Delaware) pursuant to the Agreement and Plan of Merger, dated October 27, 2005, between the Company and Imageware Delaware;
2. To transact such other business as may properly come before the meeting, including any postponement or adjournment thereof, including any motion to adjourn to a later date to permit solicitation or receiving of additional proxies necessary to achieve a quorum or a favorable vote on Proposal 1.
Shareholders of record as of the close of business on November 1, 2005 are entitled to notice of, and to vote at the meeting and any postponement or adjournment thereof.
Whether or not you expect to be present please sign, date and return the enclosed proxy card in the enclosed pre-addressed envelope as promptly as possible. No postage is required if mailed in the United States.
San Diego, California
November 15, 2005
THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE UNABLE TO ATTEND ARE RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. SHAREHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.
This excerpt taken from the IW DEF 14A filed May 17, 2005.
TO BE HELD ON JUNE 7, 2005
You are cordially invited to attend a Special Meeting of Shareholders of ImageWare Systems, Inc., a California corporation (the Company). The meeting will be held on Thursday, June 7, 2005, at 11:00 a.m. local time, or immediately following the annual meeting, at the Radisson Suite Hotel Rancho Bernardo, 11520 West Bernardo Court, San Diego, CA 92127 for the purpose of approving the adjustment of the exercise price under the following two warrants:
1. Warrant to Purchase 1,021,687 shares of Common Stock issued to L.F. Global Holdings, LLC, dated June 13, 2003.
2. Warrant to Purchase 578,313 shares of Common Stock issued to Laurus Master Fund, Ltd., dated June 13, 2003.
This item of business is more fully described in the Proxy Statement accompanying this Notice.
The record date for the Special Meeting is May 9, 2005. Only shareholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. Holders of the 33,677 shares of common stock issued upon exercise of the warrants prior to the record date are not entitled to vote at the meeting. This notice is being mailed to all shareholders on or about May 19, 2005.
San Diego, California
May 19, 2005
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES) IS ENCLOSED FOR YOUR CONVENIENCE. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER.