Unassociated Document
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-127663
Prospectus
Supplement No. 1
(To
prospectus dated October 7, 2005)
1,875,000
Shares
INTELLI-CHECK,
INC.
Common
Stock
This
prospectus supplement, dated September 20, 2007, supplements the prospectus,
dated October 7, 2005, of Intelli-Check, Inc. relating to the resale by the
selling shareholders of up to 1,875,000 shares of our common stock, which
includes 625,000 shares issuable upon the exercise of warrants with an initial
exercise price of $5.40. You should read this prospectus supplement in
conjunction with the prospectus, and this prospectus supplement is qualified
by
reference to the prospectus, except to the extent that the information contained
in this prospectus supplement supersedes the information contained in the
prospectus. This prospectus supplement is not complete without, and may not
be
utilized except in connection with, the prospectus, including any amendments
or
additional supplements thereto.
See
"Risk Factors" beginning on page 4 of the prospectus for factors you should
consider before buying shares of our common stock.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities, or passed upon the adequacy or
accuracy of the prospectus or this prospectus supplement. Any representation
to
the contrary is a criminal offense.
SELLING
SECURITY HOLDERS
The
information in the table appearing under the caption“Selling
Security Holders” beginning on page 10 of the prospectus is amended by this
prospectus supplement. On July 25, 2007, Lagunitas Partners L.P. transferred
warrants to purchase 32,800 shares of Intelli-Check’s common stock to Crestview
Capital Master, LLC, which shares were registered for resale pursuant to the
prospectus. On July 25, 2007, Gruber & McBaine International transferred
warrants to purchase 7,200 shares of Intelli-Check’s common stock to Crestview
Capital Master, LLC, which shares were registered for resale pursuant to the
prospectus. On July 25, 2007, Jon D. and Linda W. Gruber Trust transferred
warrants to purchase 10,000 shares of Intelli-Check’s common stock to Crestview
Capital Master, LLC, which shares were registered for resale pursuant to the
prospectus. Therefore, the security holder table is amended by deleting the
rows
relating to Lagunitas Partners L.P., Gruber & McBaine International and Jon
D. and Linda W. Gruber Trust from such table (including the footnotes associated
with such rows) and adding the information indicated below to the end of such
table.
|
Name
of Selling Stockholder
|
|
Shares
Beneficially
Owned
Prior
to Offering
|
|
|
|
Shares,
Beneficially
Owned
After
Offering
|
|
| |
|
Number
|
Percent
|
|
Number
of Shares
Being
Offered
|
|
Number
|
|
Percent
|
|
|
Gruber
& McBaine International (20)
|
|
18,000
|
*
|
|
18,000
|
|
0
|
|
0
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Jon
D. and Linda W. Gruber Trust (21)
|
|
25,000
|
*
|
|
25,000
|
|
0
|
|
0
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Lagunitas
Partners L.P. (22)
|
|
82,000
|
*
|
|
82,000
|
|
0
|
|
0
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Crestview
Capital Master, LLC (23)
|
|
50,000
|
*
|
|
50,000
|
|
0
|
|
0
|
|
(20)
The
managers of the selling security holder's investment advisor, which oversees
investment and voting activity, are Jon D. Gruber and J. Patterson
McBaine.
(21)
The
trustees of the selling security holder are Jon D. Gruber and Linda W.
Gruber.
(22)
The
managers of the general partner of the selling security holder are Jon D. Gruber
and J. Patterson McBaine.
(23)
Consists of shares of our common stock issuable upon exercise of a warrant
with
an initial exercise price of $5.40. Crestview Capital Partners, LLC (“CCP”) is
the sole managing member of Crestview Capital Master, LLC (“CCM”) and may be
deemed to have sole voting and investment power with respect to the securities
beneficially owned by CCM. CCP disclaims beneficial ownership of these
securities. The Managing Members of CCP are Stewart Flink, Robert Hoyt and
Daniel Warsh, each of whom may be deemed to have voting and dispositive power
over securities beneficially owned by CCM, and each of whom also disclaims
beneficial ownership of these securities. Mr. Flink is an affiliate of a
broker-dealer and it has been confirmed to us that the securities were acquired
to be resold in the ordinary course of business and that there are no
arrangements with any other persons, whether directly or indirectly, to dispose
of the securities.
The
date
of this prospectus supplement is September 20, 2007.