- Filing of certain prospectuses and communications in connection with business combination transactions (425)
October 05 2009 - 4:30PM
Edgar (US Regulatory)
Filed by VeriChip Corporation
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Steel Vault Corporation
Commission File No.: 333-161991
VeriChip Corporation Selects Raytheon Microelectronics España to Manufacture its Products
Company will use Raytheon/ELCAN Optical Technologies to manufacture its VeriChip patient identification
microchip, its new 8-mm microchip and its glucose-sensing microchip which is currently under development
DELRAY BEACH, FL October 5, 2009 VeriChip Corporation (VeriChip or the Company) (NASDAQ: CHIP) today announced
that it has selected Raytheon Microelectronics España (operating as ELCAN Optical Technologies) for the production of
the Companys radio frequency identification (RFID) implantable microchips, including its existing VeriChip microchip
for patient identification, its new 8 millimeter microchip for use in Medical Components, Inc.s (Medcomp) vascular
access medical devices, and its glucose-sensing RFID microchip currently under development with RECEPTORS, LLC.
In December 2008, VeriChip purchased all intellectual property related to its implantable RFID business line from
Digital Angel Corporation and canceled its manufacturing relationship. Now, the Company is properly aligned and
prepared to re-establish its manufacturing capabilities and has chosen to do so with ELCAN Optical Technologies.
Scott R. Silverman, VeriChips Chairman and CEO, said, We are pleased to partner with a company that has the name and
reputation that ELCAN brings with it.
About ELCAN Optical Technologies (Raytheon Microelectronics España)
ELCAN Optical Technologies is a fully integrated provider of custom, precision optical and electronic solutions for
medical, defense & security and commercial customers. ELCAN Optical Technologies, with manufacturing facilities in
Midland Ontario, Richardson Texas and Málaga Spain is part of the Raytheon Network Centric Systems group of companies.
The Raytheon Company, with 2008 sales of $23.2 billion, is a technology leader specializing in defense, homeland
security and other government markets throughout the world. Raytheon provides state-of-the-art electronics, mission
systems integration and other capabilities in the areas of sensing; effects; and command, control, communications and
intelligence systems, as well as a broad range of mission support services. With headquarters in Waltham, Mass.,
Raytheon employs 73,000 people worldwide.
About VeriChip Corporation
VeriChip Corporation, headquartered in Delray Beach, Florida, has developed the VeriMed Health Link System for rapidly
and accurately identifying people who arrive in an emergency room and are unable to communicate. This system uses the
first human-implantable passive RFID microchip and corresponding personal health record, cleared for medical use in
October 2004 by the United States Food and Drug Administration.
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On September 8, 2009, VeriChip Corporation announced it agreed to acquire Steel Vault Corporation (OTCBB: SVUL) to form
PositiveID Corporation. PositiveID will provide identification technologies and tools to protect consumers and
businesses. The companies expect the merger to close in the fourth quarter of 2009.
For more information on VeriChip, please call 1-800-970-2447, or e-mail info@verichipcorp.com. Additional information
can be found online at www.verichipcorp.com.
Statements about VeriChips future expectations, including that the Company is properly aligned and prepared to
re-establish its manufacturing capabilities, that the name and reputation that ELCAN brings with it will benefit the
Company, the Companys and RECEPTORS ability to successfully develop a glucose-sensing RFID microchip, that the
companies expect the merger to close in the fourth quarter of 2009, and all other statements in this press release
other than historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Litigation Reform
Act of 1995. Such forward-looking statements involve risks and uncertainties and are subject to change at any time, and
VeriChips actual results could differ materially from expected results. These risks and uncertainties include the
Companys ability to successfully develop and commercialize the glucose-sensing microchip, the market acceptance of the
glucose-sensing microchip, the Companys and RECEPTORS ability to develop a glucose-sensing microchip, the validity,
scope and enforceability of the Companys patents and those related to the glucose-sensing microchip, the protection
afforded by the Companys patents and those related to the microchips, the Companys ability to complete the
development phases in certain time frames, government regulations relating to the microchips, the Companys ability to
fund the continued development of the glucose-sensing microchip, the timing and success of submission, acceptance and
approval of required regulatory filings; as well as certain other risks. Additional information about these and other
factors that could affect the Companys business is set forth in the Companys various filings with the Securities and
Exchange Commission, including those set forth in the Companys 10-K filed on February 12, 2009, under the caption
Risk Factors. The Company undertakes no obligation to update or release any revisions to these forward-looking
statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of
unanticipated events, except as required by law.
Additional Information and Where to Find It
On September 8, 2009, VeriChip and Steel Vault issued a joint press release announcing the signing of an Agreement and
Plan of Reorganization, among VeriChip, Steel Vault and VeriChip Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of VeriChip (the Acquisition Subsidiary), pursuant to which the Acquisition Subsidiary will
be merged with and into Steel Vault, with Steel Vault surviving and becoming a wholly-owned subsidiary of VeriChip (the
Merger). Upon the consummation of the Merger, each outstanding share of Steel Vaults common stock will be
converted into 0.5 shares of VeriChip common stock.
In connection with the Merger, VeriChip filed with the Securities and Exchange Commission (SEC) a Registration
Statement on Form S-4 that will contain a Joint Proxy Statement/Prospectus of VeriChip and Steel Vault. Investors and
security holders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus carefully
because they contain important information about VeriChip, Steel Vault and the proposed transaction. The Joint Proxy
Statement/Prospectus and other relevant materials (when they become available), and any other documents filed with the
SEC, may be obtained free of charge at the SECs web site (www.sec.gov). In addition, investors and security holders
may obtain a free copy of other documents filed by VeriChip or Steel Vault by directing a written request, as
appropriate, to VeriChip at 1690 South Congress Avenue, Suite 200 Delray Beach, Florida 33445, Attention: Investor
Relations, or to Steel Vault at 1690 South Congress Avenue, Suite 200 Delray Beach, Florida 33445, Attention: Investor
Relations. Investors and security holders are urged to read the Joint Proxy Statement/Prospectus and the other
relevant materials before making any voting or investment decision with respect to the proposed transaction.
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VeriChip, Steel Vault and their respective directors and executive officers may be deemed to be participants in the
solicitation of proxies in connection with the proposed transaction.
Information regarding the interests of these directors and executive officers in the proposed transaction will be
included in the Joint Proxy Statement/Prospectus referred to above. Additional information regarding the directors and
executive officers of VeriChip is also included in VeriChips Form 10-K, which was filed with the SEC on February 12,
2009. Additional information regarding the directors and executive officers of Steel Vault is also included in Steel
Vaults proxy statement (Form DEF 14A) for the 2009 annual meeting of Steel Vaults stockholders, which was filed with
the SEC on February 9, 2009, as amended. These documents are available free of charge at the SECs website
(www.sec.gov) and by contacting Investor Relations at the addresses above.
###
Contact:
Allison Tomek
561-805-8000
atomek@verichipcorp.com
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