UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
March 31,
2008
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ImageWare
Systems, Inc.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-15757
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33-0224167
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation
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File
Number)
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Identification
No.)
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10883
Thornmint Road, San Diego, CA
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92127
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
(858)
673-8600
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(Former
name or former address, if changed since last report)
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):
£
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
£
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
2 – Financial Information
Item
2.02 Results of Operations and Financial Condition.
On March
31, 2008, ImageWare Systems Inc. (the “Company”) issued a press release and
hosted a conference call announcing and discussing the preliminary results of
operations and financial condition of the Company for the three and twelve
months ended December 31, 2007. A copy of the release is furnished as
Exhibit 99.1 to this report and is incorporated by reference
herein. A copy of the transcript of the conference call is furnished
as Exhibit 99.2 to this Current Report.
The
information of this Current Report on Form 8-K, including Exhibit 99.1 attached
hereto, shall not deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liability of that section, and shall not be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such filing.
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits. The
following exhibits are included with this Form
8-K:
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99.1
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Press
Release issued March 31, 2008.
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99.2
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Transcript
of Conference Call of ImageWare Systems Inc. held March 31,
2008.
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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.
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IMAGEWARE
SYSTEMS, INC.,
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a
Delaware corporation
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Date: April
3, 2008
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By
:
/s/ Wayne G.
Wetherell
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Wayne
G. Wetherell
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Chief
Financial Officer
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