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): ~~June~~September 4, 2009

STEEL VAULT CORPORATION
(Exact name of registrant as specified in its charter)


DELAWARE	000-22693	11-2889809
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1690 SOUTH CONGRESS AVENUE, SUITE 200DELRAY BEACH, FLORIDA		33445
1690 SOUTH CONGRESS AVENUE, SUITE 200 DELRAY BEACH, FLORIDA		33445
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 561-805-8000

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o þ 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 the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On ~~June~~September 48, 2009, Steel Vault Corporation ~~(the “Company”) closed a debt financing transaction with VeriChip Corporation~~, a Delaware corporation (“~~VeriChip~~Steel Vault”), ~~for~~and ~~$500~~VeriChip Corporation,~~000~~ ~~pursuant to~~ a ~~secured~~Delaware ~~convertible promissory note~~corporation (~~the~~ “~~Note~~VeriChip”). ~~The~~issued ~~Note~~a ~~accrues~~joint ~~interest~~press atrelease ~~twelve~~announcing ~~percent per year payable on~~ the ~~first~~signing ~~anniversary~~ of an ~~the~~Agreement ~~Note~~ and ~~quarterly~~Plan ~~thereafter,~~of ~~can~~Reorganization be(the ~~prepaid~~“Merger ~~in full at any time~~Agreement”), ~~without~~dated ~~penalty, and matures on June~~September 4, ~~2011.~~2009, ~~The~~among ~~Note is payable on demand on or after June 4~~VeriChip, ~~2010~~Steel ~~after~~Vault ~~which~~and ~~the Company will have ninety~~VeriChip ~~days~~Acquisition ~~to pay the principal and accrued and unpaid interest thereon~~Corp., ~~The~~a ~~unpaid~~Delaware ~~principal~~corporation and ~~accrued~~wholly-owned ~~and~~subsidiary ~~unpaid interest under the Note can be converted at any time into common stock~~ of ~~the Company at a price of $0.30 per share. The Note is secured~~ byVeriChip ~~substantially all of~~ (the ~~Company’s~~“Acquisition ~~assets~~Subsidiary”), pursuant to awhich ~~Security~~the Acquisition ~~Agreement~~Subsidiary ~~between~~will ~~the~~be ~~Company~~merged ~~and~~with ~~VeriChip~~ and ~~the~~ ~~security~~into ~~interest~~Steel ~~held~~Vault, bywith ~~VeriChip~~Steel Vault onsurviving ~~the~~and ~~assets~~becoming isa ~~senior~~wholly-owned tosubsidiary ~~any~~of ~~other~~VeriChip ~~security interest on~~ (the ~~assets~~ “Merger”).

~~The~~Upon ~~financing~~the ~~transaction also includes a common stock purchase warrant given to VeriChip to purchase 333,334~~consummation ~~common shares~~ of the ~~Company~~Merger, ateach aoutstanding ~~price~~share of ~~$0.30~~Steel ~~per~~Vault’s ~~share~~common ~~(the~~stock ~~“VeriChip Warrant”). The VeriChip Warrant is~~will ~~currently~~be ~~exercisable~~converted ~~and~~into ~~is void after June 4, 2014~~0.5 The Note and VeriChip Warrant were issued pursuant to a Subscription Agreement, between the Company and VeriChip, which provides that the Company will file a registration statement for the public resale of the shares ~~underlying the Note and VeriChip Warrant upon notice that VeriChip elects to convert all or part~~ of ~~the Note into~~ common stock of ~~the Company~~VeriChip.

~~The~~At ~~financing~~the ~~transaction~~time ~~also includes a guaranty~~ of ~~collection given by William J. Caragol for~~ the ~~benefit of~~ ~~VeriChip~~Merger, ~~for~~VeriChip ~~which~~intends ~~Mr. Caragol~~to ~~received~~change aits ~~common~~name ~~stock purchase warrant from the Company~~ to ~~purchase~~PositiveID ~~500,000 common~~Corporation ~~shares of the Company at a price of $0.30 per share, which warrant is currently exercisable~~ and ~~is void~~ ~~after~~change ~~June 4,~~its ~~2014.~~stock ~~The~~ticker ~~shares~~symbol ofwith ~~common~~Nasdaq ~~stock issuable pursuant~~ to ~~the exercise of the warrant carry piggy-back registration rights~~“PSID.”

~~Scott~~Each ~~R. Silverman, the Company’s chairman~~ of the ~~board,~~boards ~~is the executive~~of ~~chairman~~directors of VeriChip and ~~controls~~Steel ~~VeriChip,~~Vault ~~Mr. Caragol,~~unanimously approved the ~~Company’s~~ ~~chief executive officer~~Merger Agreement, ~~president~~based ~~and~~on ~~acting~~the ~~chief~~unanimous ~~financial~~recommendation ~~officer,~~of is the ~~acting~~special ~~chief~~committee ~~financial~~of ~~officer~~independent ofdirectors ~~VeriChip, and Michael E. Krawitz, a director~~ of the ~~Company~~applicable ~~is also a director of VeriChip~~company.

AConsummation ~~copy~~of the transaction remains subject to customary conditions, including the approval of the issuance of shares in connection with the ~~press~~merger ~~release~~by ~~announcing~~the stockholders of VeriChip, approval of the ~~financing~~agreement ~~transaction~~by isa ~~included~~majority asof ~~Exhibit 99.1~~the ~~hereto.~~stockholders of Steel Vault, and a registration statement being declared effective by the Securities and Exchange Commission.

~~Item~~The ~~2.03~~parties ~~Creation~~have ofmade customary arepresentations ~~Direct~~and ~~Financial~~warranties ~~Obligation~~in orthe anMerger ~~Obligation~~Agreement ~~under~~and anagreed ~~Off-Balance~~to certain ~~Sheet~~customary ~~Arrangement~~covenants, including covenants regarding operation of athe businesses ~~Registrant~~of the companies and their subsidiaries prior to the closing.

~~See~~The ~~the~~Merger ~~disclosure~~Agreement contains ~~set~~certain ~~forth~~termination inrights ~~Item 1.01~~for ~~above~~each of VeriChip and Steel Vault and further provides that, ~~which~~upon istermination ~~incorporated~~of ~~herein~~the byMerger ~~reference.~~Agreement under specified circumstances, either VeriChip or Steel Vault may be required to pay an expense reimbursement of up to $200,000.

~~Item~~A 3copy of the Merger Agreement is attached as Exhibit 2.021 ~~Unregistered~~to ~~Sales~~this Current Report on Form 8-K. The description of ~~Equity~~certain ~~Securities~~terms of the Merger Agreement set forth herein does not purport to be complete and is qualified in its entirety by the provisions of the Merger Agreement.

~~See~~Additional ~~the~~Information ~~disclosure~~and ~~set~~Where ~~forth in Item 1.01 above, which is incorporated herein by reference. The securities were issued~~to ~~without~~Find ~~registration in reliance upon the exemption provided by Section 4(2) of the Securities Act of 1933, as amended,~~It ~~and Rule 506 of Regulation D promulgated thereunder.~~

~~Item~~In 9connection with the Merger, VeriChip intends to file 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.01 ~~Financial~~Investors ~~Statements~~and security holders are urged to read the Registration Statement and ~~Exhibits~~the Joint Proxy Statement/Prospectus carefully when they become available because they will 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 SEC’s 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 when they become available before making any voting or investment decision with respect to the proposed transaction.

~~(d) Exhibits~~2

Exhibit No.		Description
99.1		Press Release of Steel Vault Corporation, dated June 5, 2009

2VeriChip, 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.

1Information 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 VeriChip’s 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 Vault’s proxy statement (Form DEF 14A) for the 2009 annual meeting of Steel Vault’s stockholders, which was filed with the SEC on February 9, 2009, as amended. These documents are available free of charge at the SEC’s website (www.sec.gov) and by contacting Investor Relations at the addresses above.

~~SIGNATURES~~ Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Pursuant~~On toSeptember 4, 2009, in connection with the ~~requirements~~proposed ofmerger, ~~the~~William ~~Securities~~J. ~~Exchange~~Caragol ~~Act~~agreed ofto waive ~~1934,~~any ~~the~~and ~~registrant~~all rights he has ~~duly~~to ~~caused~~any ~~this~~change ~~report~~of tocontrol payment under that becertain ~~signed~~letter onagreement ~~its~~between ~~behalf~~Steel byVault and Mr. Caragol dated February 13, 2009. A copy of the ~~undersigned~~waiver ~~hereunto~~is ~~duly~~attached ~~authorized~~as Exhibit 10.1 to this Current Report on Form 8-K.

~~Steel~~Item ~~Vault~~8.01 ~~Corporation~~ Other Events.

~~Date:~~On ~~June~~September 58, 2009, VeriChip and Steel Vault issued a joint press release announcing that they had entered into the Merger Agreement. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~/s/~~Section 9 ~~William~~— ~~J. Caragol~~ Financial ~~William~~Statements J.and ~~Caragol Chief~~Exhibits ~~Executive Officer, President and~~ ~~Acting~~ITEM ~~Chief~~9.01 Financial ~~Officer~~Statements and Exhibits.

3(d) Exhibits


2.1		Agreement and Plan of Reorganization dated September 4, 2009, among VeriChip Corporation, Steel Vault Corporation, and VeriChip Acquisition Corp.

10.1		Waiver between Steel Vault Corporation and William J. Caragol dated September 4, 2009.

99.1		Joint Press Release of VeriChip Corporation and Steel Vault Corporation, dated September 8, 2009.

~~EXHIBIT INDEX~~3

Exhibit No.		Description
99.1		Press Release of Steel Vault Corporation, dated June 5, 2009

4SIGNATURES

3Pursuant 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.


		Steel Vault Corporation

Date: September 8, 2009		/s/ William J. Caragol
		William J. Caragol Chief Executive Officer, President and Acting Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description
2.1		Agreement and Plan of Reorganization dated September 4, 2009, among VeriChip Corporation, Steel Vault Corporation, and VeriChip Acquisition Corp.

10.1		Waiver between Steel Vault Corporation and William J. Caragol dated September 4, 2009.

99.1		Joint Press Release of VeriChip Corporation and Steel Vault Corporation, dated September 8, 2009.

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