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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13-2(a)
(AMENDMENT NO. 2 FOR KRIS SHAH
AND
AMENDMENT NO. 3 FOR KRIS AND GERALDINE SHAH FAMILY TRUST)*
SSP Solutions, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
784723 10 8
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(CUSIP Number)
Kris Shah, 17861 Cartwright Road, Irvine, CA 92614, (949) 851-1085
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 22, 2004
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. | |
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(continued on following pages)
(Page 1 of 7 Pages)
CUSIP No. 784723 10 8 13D Page 2 of 7
________________________________________________________________________________
1. Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
Kris Shah
________________________________________________________________________________
2. Check the Appropriate Box If a Member of a Group* (See Instructions)(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds*
PF; OO
________________________________________________________________________________
5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [_]
________________________________________________________________________________
6. Citizenship or Place of Organization
United States
________________________________________________________________________________
NUMBER OF 7. Sole Voting Power
SHARES 0
BENEFICIALLY _________________________________________________________________
OWNED BY 8. Shared Voting Power
EACH 5,863,785 (2)
REPORTING _________________________________________________________________
PERSON 9. Sole Dispositive Power
WITH 964,845 (1)
_________________________________________________________________
10. Shared Dispositive Power
4,898,240 (2)
________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,863,785 (1)(2)
________________________________________________________________________________
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11) 15.1% (3)
________________________________________________________________________________
14. Type of Reporting Person* (See Instructions) IN
________________________________________________________________________________
(1) Includes the following shares as to which Mr. Shah disclaims beneficial
ownership: (a) 435,301 shares held indirectly by Mr. Shah as trustee of the
Chandra L. Shah Trust; and (b) 435,301 shares held indirectly by Mr. Shah
as trustee of the Leena Shah Trust. Also includes 94,234 shares underlying
a common stock purchase option held by Mr. Shah exercisable within 60 days
of March 22, 2004.
(2) Includes the shares described in footnote (1) above and additional shares
held indirectly by Mr. Shah as one of two trustees of the Kris and
Geraldine Shah Family Trust, of which Mr. Shah and his wife are the
trustees and beneficiaries. Voting power is shared with SAFLINK Corporation
with respect to the proposed merger of SSP Solutions, Inc. with Spartan
Acquisition Corporation, a subsidiary of SAFLINK Corporation, as
contemplated by an Agreement and Plan of Merger and Reorganization ("Merger
Agreement") dated March 22, 2004 among SSP Solutions, Inc., SAFLINK
Corporation and Spartan Acquisition Corporation, which is filed as Exhibit
2.1 to the Current Report on Form 8-K of SSP Solutions, Inc., filed March
24, 2004.
(3) Calculated based on 38,816,398 shares outstanding or deemed outstanding as
of March 29, 2004.
CUSIP No. 784723 10 8 13D Page 3 of 7
________________________________________________________________________________
1. Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
Kris and Geraldine Shah Family Trust
________________________________________________________________________________
2. Check the Appropriate Box If a Member of a Group* (See Instructions)(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds (See Instructions) OO
________________________________________________________________________________
5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [_]
________________________________________________________________________________
6. Citizenship or Place of Organization
United States
________________________________________________________________________________
NUMBER OF 7. Sole Voting Power:
0
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 4,898,940 (1)
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 4,898,940 (1)
WITH _________________________________________________________________
10. Shared Dispositive Power
0
________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,898,940 (1)
________________________________________________________________________________
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11) 12.6%(2)
________________________________________________________________________________
14. Type of Reporting Person* (See Instructions) OO
________________________________________________________________________________
(1) Voting and dispositive power is held by Kris Shah and Geraldine Shah as
trustees and beneficiaries of the Kris and Geraldine Shah Family Trust.
Voting power is shared with SAFLINK Corporation with respect to the
proposed merger of SSP Solutions, Inc. with Spartan Acquisition
Corporation, a subsidiary of SAFLINK Corporation, as contemplated by an
Agreement and Plan of Merger and Reorganization ("Merger Agreement") dated
March 22, 2004 among SSP Solutions, Inc., SAFLINK Corporation and Spartan
Acquisition Corporation, which is filed as Exhibit 2.1 to the Current
Report on Form 8-K of SSP Solutions, Inc., filed March 24, 2004.
(2) Calculated based on 38,816,398 shares outstanding as of March 29, 2004.
CUSIP No. 784723 10 8 13D Page 4 of 7
This Amendment to Schedule 13D ("Amendment") is being filed as:
(1) Amendment No. 3 to the statement on Schedule 13D filed by the Kris
and Geraldine Shah Family Trust on March 9, 2001, as previously amended by
Amendment No. 1 to Schedule 13D that was filed on September 27, 2001 and
Amendment No. 2 to Schedule 13D that was filed on October 16, 2002; and
(2) Amendment No. 2 to the statement on Schedule 13D filed by Kris Shah
on September 27, 2001, as previously amended by Amendment No. 1 to the Schedule
13D that was filed on October 16, 2002.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended to reflect the information contained in Item 4 below
regarding the source and amount of funds or other consideration involved in the
transactions described in this Amendment.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is supplemented to reflect the occurrence of the following:
On March 22, 2004, the Issuer entered into an Agreement and Plan of Merger and
Reorganization ("Merger Agreement") providing for the merger of the Issuer with
Spartan Acquisition Corporation, a wholly owned subsidiary of SAFLINK
Corporation. If the transactions provided for in the Merger Agreement (the
"Merger") are consummated, the Issuer will become a wholly owned subsidiary of
SAFLINK Corporation, and each outstanding share of common stock of the Issuer
will be converted into 0.6 shares of common stock of SAFLINK Corporation. The
common stock of the Issuer will then no longer be listed on the Nasdaq Stock
Market, and will be eligible for termination of registration under the
Securities Exchange Act.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
Item 5 is amended to reflect the following:
(a)(1) The Kris and Geraldine Shah Family Trust beneficially owns
4,898,240 shares of common stock of the Issuer, which equals approximately
12.6% of the total 38,816,398 outstanding shares of common stock of the Issuer
as of March 29, 2004.
(a)(2) Kris Shah beneficially owns 5,863,785 shares of common stock of
the Issuer, which equals approximately 15.1% of the total shares of the Issuer
outstanding or deemed outstanding, and includes: (i) the following shares as to
which Mr. Shah disclaims beneficial ownership: (a) 435,301 shares held
indirectly by Mr. Shah as trustee of the Chandra L. Shah Trust; and (b) 435,301
shares held indirectly by Mr. Shah as trustee of the Leena Shah Trust; (ii)
94,234 shares underlying a common stock purchase option held by Mr. Shah; and
(iii) 4,898,240 shares held indirectly by Mr. Shah as one of two trustees of the
Kris and Geraldine Shah Family Trust, of which Mr. Shah and his wife are the
trustees and beneficiaries.
(b)(1) The Kris and Geraldine Shah Family Trust has sole dispositive
power as to 4,898,240 shares of common stock of the Issuer. Kris Shah and his
spouse, Geraldine Shah, are co-trustees of The Kris and Geraldine Shah Family
Trust. The Kris and Geraldine Shah Family Trust shares with SAFLINK Corporation
voting power for 4,898,240 shares of Common Stock of the Issuer. The voting
power shared with SAFLINK Corporation relates solely to the proposed merger of
SSP Solutions, Inc. with Spartan Acquisition Corporation, a wholly owned
subsidiary of SAFLINK Corporation.
CUSIP No. 784723 10 8 13D Page 5 of 7
(b)(2) Kris Shah has sole dispositive power as to: (a)
435,301 shares held indirectly by Mr. Shah as trustee of the Chandra L. Shah
Trust; (b) 435,301 shares held indirectly by Mr. Shah as trustee of the Leena
Shah Trust; and (c) 94,234 shares underlying a common stock purchase option held
by Mr. Shah. Mr. Shah shares voting and dispositive power as to 4,898,240 shares
held indirectly by Mr. Shah as one of two trustees of the Kris and Geraldine
Shah Family Trust, of which Mr. Shah and his wife are the trustees and
beneficiaries. As trustee of the Leena Shah Trust, Chandra L. Shah Trust, and
The Kris and Geraldine Shah Family Trust, Mr. Shah shares voting power
with SAFLINK Corporation, with respect to the proposed Merger described herein.
(c) Other than as described in Item 4 above, neither Reporting Person
has effected any transactions in the Issuer's common stock during the past 60
days.
(d)(1) Kris Shah and Geraldine Shah are co-trustees and beneficiaries
of The Kris and Geraldine Shah Family Trust and have the right to direct the
proceeds from the shares of the Issuer's common stock owned by The Kris and
Geraldine Shah Family Trust.
(d)(2) Mr. Shah's daughters, Chandra L. Shah and Leena Shah, are the
beneficiaries of the Chandra L. Shah Trust and the Leena Shah Trust,
respectively, and have the right to receive proceeds from a sale of the shares
held in those trusts.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended to reflect the information contained in paragraph (1)
of Item 4 above, together with the following:
In connection with the Merger, the Kris and Geraldine Shah Family Trust entered
into a Stockholder Agreement with SAFLINK Corporation, pursuant to which the
Kris and Geraldine Shah Family Trust agreed to vote the shares of Common Stock
of the Issuer held by it (i) in favor of approval of the Merger and any matter
that could reasonably be expected to facilitate the Merger and (ii) against any
proposal for any recapitalization, merger, sale, of assets or other business
combination (other than the Merger) between the Issuer and any person or entity
other than SAFLINK Corporation and Spartan Acquisition Corporation. the Kris and
Geraldine Shah Family Trust further agreed, pursuant to such Stockholder
Agreement, not to sell, exchange, pledge or otherwise dispose of or encumber the
shares of common stock owned by it, or to make any offer or agreement relating
thereto, at any time prior to the earlier of: (i) the effective time of the
Merger or (ii) the termination of the Merger Agreement. Pursuant to such
Stockholder Agreement, the Kris and Geraldine Shah Family Trust irrevocably
appointed the members of the board of directors of SAFLINK Corporation as its
proxy to vote the shares of capital stock of the Issuer owned by it in
accordance with the Kris and Geraldine Shah Family Trust's agreements as
described above. In addition to the above, two trusts for which Kris Shah acts
as trustee, the Leena Shah Trust and the Chandra L. Shah Trust entered into
Stockholder Agreements identical to the above-described agreement entered into
by the Kris and Geraldine Shah Family Trust
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
----------- -----------
1 Agreement and Plan of Merger and Reorganization dated as of
March 22, 2003, by and among SAFLINK Corporation, Spartan
Acquisition Corporation and SSP Solutions, Inc.*
2. Form of Voting Agreement, dated as of March 22, between
SAFLINK Corporation and certain stockholders of SSP
Solutions.*
99 Joint Filing Agreement Pursuant To Rule 13d-1(k)(1) Under
The Securities Exchange Act Of 1934, As Amended, among Kris
Shah, an individual, and Kris Shah, as Trustee of the Kris
and Geraldine Shah Family Trust
* Incorporated by reference to the 8-K filed by SSP on March 24, 2004.
CUSIP No. 784723 10 8 13D Page 6 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 1, 2004
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(Date)
/s/ Kris Shah
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(Signature)
Kris Shah, Trustee of the Kris and
Geraldine Shah Family Trust
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(Name/Title)
April 1, 2004
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(Date)
/s/ Kris Shah
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(Signature)
Kris Shah, an individual
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(Name/Title)