UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 13, 2006

BIO-key International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

 

1-13463

 

1-1741861

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

3349 Highway 138, Building D, Suite B

Wall, NJ 07719

(Address of principal executive offices)

(732) 359-1100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

 



 

Item 2.02.              Results of Operations and Financial Condition.

On November 13, 2006, BIO-key International, Inc. (the “Company”) issued a press release announcing its financial results for its third quarter ended September 30, 2006 and subsequently issued a second press release to correct statements made in the earlier release. On the same date, the Company held a conference call to discuss these financial results. Copies of the press releases on the transcript of the conference call are attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively to this Current Report on Form 8-K and is incorporated herein by reference in their entirety.

The information, including the exhibit attached hereto, in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01.              Financial Statements, Pro Forma Financial Information and Exhibits.

(d)           Exhibits

99.1         Press Release, dated November 13, 2006, issued by the Company.

99.2         Press Release with corrections, dated November 13, 2006, issued by the Company.

99.3         Transcript of conference call conducted by the Company on November 13, 2006.

2



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

BIO-KEY INTERNATIONAL, INC.

Date: November 13, 2006

 

 

 

By:

/s/ Francis J. Cusick

 

 

Francis J. Cusick

 

 

Chief Financial Officer

 



EXHIBIT INDEX

Exhibit No.

 

Description

99.1

 

Press Release, dated November 13, 2006, issued by the Company.

99.2

 

Press Release with corrections, dated November 13, 2006, issued by the Company.

99.3

 

Transcript of conference call conducted by the Company on November 13, 2006.