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                                 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): March 27, 2003


                              INTELLI-CHECK, INC.
             (Exact Name of Registrant as specified in its charter)



Delaware                        001-15465                      11-3234779


(State or other jurisdiction  (Commission File               (IRS Employer
   of Incorporation)             Number)                Identification Number)




246 Crossways Park West
Woodbury, New York                                              11797
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code  (516) 992-1900





Item 5.  Other Events

     Pursuant to a  Securities  Purchase  Agreement,  dated as of March 27, 2003
(the "Issuance Date"), the Registrant sold 30,000 shares ("Preferred Shares") of
its Series A 8% Convertible Preferred Stock, par value $.01 per share ("Series A
Preferred")  for an aggregate  $3,000,000 in cash ($100 per Preferred  Share) to
Gryphon Master Fund,  L.P., a Bermuda  limited  partnership  and  privately-held
investment  fund  ("Purchaser")  with  offices in Dallas,  Texas (the  "Purchase
Agreement"). Dividends are payable on the Preferred Shares in cash semi-annually
on September 30 and March 31 each year until converted or redeemed,  at the rate
of 8% per year.  Purchaser also received a warrant to purchase 113,636 shares of
the  Registrant's  common stock,  par value $0.001 per share  ("Common  Stock"),
exercisable at any time through the fifth  anniversary of the Issuance Date (the
"Warrant") at $6.78 per share, subject to adjustment.

     As set forth in a Certificate of Designation of the Series A Preferred (the
"Certificate of Designation"), each Preferred Share is convertible at the option
of the holder at any time after the Issuance Date and prior to redemption,  into
approximately  15.15 shares of Common Stock, at a conversion  price of $6.60 per
share,  subject to  adjustment  (the  "Conversion  Price").  The  Registrant  is
required to redeem all Preferred Shares  outstanding on the fifth anniversary of
the  Issuance  Date and has the  option  to  redeem  all or any  portion  of the
Preferred Shares after the first  anniversary of the Issuance Date if the volume
weighted average price regular way per share of Common Stock is at least 200% of
the then current Conversion Price for any 20 out of 30 consecutive  trading days
after  such first  anniversary,  and the shares of Common  Stock  issuable  upon
conversion of the Preferred Shares (the "Conversion Shares") can be sold without
restriction on resale under U.S.  securities  laws. The redemption price is $100
per Preferred Share.

     Holders of the  Preferred  Shares are  entitled to vote with the holders of
the Common  Stock as a single  class on all matters  submitted  to a vote of the
Registrant  on an as  converted  basis  subject to the  applicable  rules of the
American Stock Exchange.

     On the Issuance  Date,  the  Registrant  also  entered into a  Registration
Rights Agreement with Purchaser obligating the Registrant to file a registration
statement  with respect to the Preferred  Shares,  the  Conversion  Shares,  the
Warrant and the shares of Common  Stock for which the  Warrant may be  exercised
(the "Warrant Shares") within 30 days of the Issuance Date.  Assuming conversion
of all Preferred Shares,  the Purchaser became the beneficial owner of more than
5% of the Registrant's  Common Stock,  based on 9,329,847 shares of Common Stock



issued and  outstanding  after  giving  effect to  conversion  of the  Preferred
Shares.

     Additional Undertakings.  Under the Certificate of Designation, for as long
as any of the Preferred  Shares is outstanding,  the Registrant may not, without
the vote of the holders of a majority of the Preferred Shares then  outstanding:
(i) redeem, purchase or otherwise acquire for value, any shares of (a) preferred
stock, except as otherwise  permitted by the Certificate of Designation,  or (b)
Common Stock,  except as otherwise  permitted by the  Certificate of Designation
for certain  repurchases of up to $25,000 in any 12-month period; (ii) incur any
debt or issue any debt security other than preferred stock deemed to be debt; or
(iii) issue  additional  shares of preferred stock which are not junior or equal
to the Series A Preferred in right of payment of dividends and upon liquidation.

     Under the Purchase  Agreement,  for as long as all of the Preferred  Shares
have not been converted or redeemed, Purchaser has a right of first refusal, for
a period of 10 days from notice, to purchase securities of the Registrant on the
same terms and  conditions as a proposed  purchase by a third party,  other than
issuances  of (i) Common  Stock to any  strategic  partner,  or upon a strategic
merger or acquisition, (ii) Common Stock or options pursuant to the Registrant's
equity incentive  plans,  (iii)  securities  pursuant to an underwritten  public
offering by the  Registrant,  or (iv)  securities upon exercise or conversion of
any securities of the Registrant outstanding prior to the Issuance Date, subject
to certain restrictions on adjustment of the conversion or exercise price.


Item 7.  Financial Statements and Exhibits

(c)     Exhibits

     2.1  Certificate of Designation of Series A 8% Convertible  Preferred Stock
          filed March 27, 2003. (Incorporated by reference to Exhibit 3.3 to the
          Registrant's  Annual  Report on Form 10-K  filed  March 31,  2003 (the
          "2002 Annual Report").)

     4.1  Warrant  issued to Gryphon  Master  Fund,  L.P.  dated March 27, 2003.
          (Incorporated  by  reference to Exhibit 4.3 to the  Registrant's  2002
          Annual Report.)




     10.1 Securities  Purchase  Agreement  between  the  Registrant  and Gryphon
          Master  Fund,  L.P.  dated  as of March  27,  2003.  (Incorporated  by
          reference to Exhibit 10.16 to the Registrant's 2002 Annual Report.)

     10.2 Registration  Rights  Agreement  between  the  Registrant  and Gryphon
          Master  Fund,  L.P.  dated  as of March  27,  2003.  (Incorporated  by
          reference to Exhibit 10.17 to the Registrant's 2002 Annual Report.)

     10.3 Press Release.






                                   SIGNATURES

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


April 8, 2003                                   INTELLI-CHECK, INC.


                                                /s/  Frank Mandelbaum
                                                By:  Frank Mandelbaum
                                                     Chief Executive Officer