As filed with the Securities and Exchange Commission on May 17, 2007
Registration No. 333-139672, 333-137808, 333-137004, 333-120156, 333-65316,
333-65314, 333-65312, 333-36734, 333-42485, 333-28695
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 333-139672)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 333-137808)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 333-137004)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 333-120156)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 333-65316)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 333-65314)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 333-65312)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 333-36734)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 333-42485)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 333-28695)
--------------
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
--------------
L-1 IDENTITY SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-3320515
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
177 BROAD STREET, 12TH FLOOR, 06901
STAMFORD, CT
(Address of Principal Executive (Zip Code)
Offices)
L-1 IDENTITY SOLUTIONS, INC. 2005 LONG-TERM INCENTIVE PLAN, AS AMENDED
VIISAGE TECHNOLOGY, INC. 2006 EMPLOYEE STOCK PURCHASE PLAN
VIISAGE TECHNOLOGIES, INC. 2001 STOCK IN LIEU OF CASH COMPENSATION PLAN
VIISAGE TECHNOLOGY, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
VIISAGE TECHNOLOGY, INC. STOCK IN LIEU OF CASH COMPENSATION PLAN
VIISAGE TECHNOLOGY, INC. 1996 DIRECTOR STOCK OPTION PLAN, AS AMENDED
VIISAGE TECHNOLOGY, INC. 1996 MANAGEMENT STOCK OPTION PLAN, AS AMENDED
IDENTIX INCORPORATED 2002 EQUITY INCENTIVE PLAN
IDENTIX INCORPORATED NEW EMPLOYEE STOCK INCENTIVE PLAN
IDENTIX INCORPORATED NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
IDENTIX INCORPORATED EQUITY INCENTIVE PLAN
VISIONICS CORPORATION 1998 STOCK OPTION PLAN
VISIONICS CORPORATION 1990 STOCK OPTION PLAN
VISIONICS CORPORATION STOCK INCENTIVE PLAN
IMAGING AUTOMATION, INC. 2003 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN
IMAGING AUTOMATION, INC. 1996 STOCK OPTION PLAN
(Full Title of the Plans)
ROBERT V. LAPENTA
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
L-1 IDENTITY SOLUTIONS, INC.
177 BROAD STREET, 12TH FLOOR
STAMFORD, CT
(203) 504-1100
(Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)
2
EXPLANATORY NOTE
L-1 Identity Solutions, Inc. (the "Company, "we" or "us"), a Delaware
corporation formerly named L-1 Holding Co., files this Post-Effective Amendment
to the Registration Statements on Form S-8 (this "Post-Effective Amendment") as
the successor registrant of our wholly-owned subsidiary, L-1 Identity Solutions
Operating Company (formerly named L-1 Identity Solutions, Inc.) (the
"Predecessor Registrant"), a Delaware Corporation, in accordance with Rule 414
under the Securities Act of 1933, as amended (the "Securities Act"). The Company
is the successor registrant of the Predecessor Registrant pursuant to Section
12g-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as a result of the Predecessor Registrant adopting a holding company form
of organizational structure. The holding company organizational structure was
implemented by the merger (the "Merger") in accordance with Section 251(g) of
the Delaware General Corporation Law ("DGCL"), of L-1 Merger Co., a Delaware
corporation and wholly-owned subsidiary of the Company, with and into the
Predecessor Registrant, with the Predecessor Registrant being the surviving
corporation. In the Merger, which was consummated on May 16, 2007, each share of
the issued and outstanding common stock of the Predecessor Registrant was
converted into one share of common stock of the Registrant, which changed its
name to L-1 Identity Solutions, Inc. Pursuant to the Merger, the Predecessor
Registrant became a direct, wholly-owned subsidiary of the Registrant.
This Post-Effective Amendment pertains to the adoption by us of the
following registration statements (collectively, the "Registration Statements"):
(i) Registration Statement No. 333-139672, covering 1,899,272 shares of common
stock (Identix Incorporated 2002 Equity Incentive Plan), (ii) Registration
Statement No. 333-137808, covering (1) 16,000 shares of common stock (Viisage
Technology, Inc. 1996 Directors Stock Option Plan) and (2) 477,160 shares of
common stock (Viisage Technology, Inc. 1996 Management Stock Option Plan), (iii)
Registration Statement No. 333-137004, covering (1) 776,200 shares of common
stock (Viisage Technology, Inc. 2006 Employee Stock Purchase Plan and L-1
Identity Solutions, Inc. 2005 Long-Term Incentive Plan, as amended (formerly
named Viisage Technology, Inc. 2005 Long-Term Incentive Plan)), (2) 1,723,800
shares of common stock (L-1 Identity Solutions, Inc. 2005 Long-Term Incentive
Plan, as amended), (3) 3,009,181 shares of common stock (Identix Incorporated
2002 Equity Incentive Plan, Identix Incorporated New Employee Stock Incentive
Plan, Identix Incorporated Non-Employee Directors Stock Option Plan, Identix
Incorporated Equity Incentive Plan, Visionics Corporation 1990 Stock Option
Plan, Visionics Corporation 1998 Stock Option Plan and Visionics Corporation
Stock Incentive Plan) and (4) 375,810 shares of common stock (Identix
Incorporated 2002 Equity Incentive Plan), (iv) Registration Statement No.
333-120156 covering 565,270 shares of common stock (Imaging Automation, Inc.
1996 Stock Option Plan and Imaging Automation, Inc. 2003 Employee, Director and
Consultant Stock Plan), (v) Registration Statement No. 333-65316 covering (1)
294,996 shares of common stock (Viisage Technology, Inc. 1996 Director Stock
Option Plan, as amended) and (2) 1,000,000 shares of common stock (Viisage
Technology, Inc. 1996 Management Stock Option Plan, as amended), (vi)
Registration Statement No. 333-65314, covering 800,000 shares of common stock
(Viisage Technologies, Inc. 2001 Stock in Lieu of Cash Compensation Plan), (vii)
Registration Statement No. 333-65312, covering 200,000 shares of common stock
(Viisage Technology, Inc. 1997 Employee Stock Purchase Plan, as amended), (viii)
Registration Statement No. 333-36734, covering 923,098 shares of common stock
(Viisage Technology, Inc. Stock in Lieu of Cash Compensation for Directors Plan,
Viisage Technology, Inc. 1996 Director Stock Option Plan, as amended and Viisage
Technology, Inc. 1996 Management Stock Option Plan, as amended), (ix)
Registration Statement No. 333-42485, covering 771,000 shares of common stock
(Viisage Technology, Inc. 1996 Management Stock Option Plan, as amended and
Viisage Technology, Inc. 1997 Employee Stock Purchase Plan), and (x)
Registration Statement No. 333-28695, covering 1,512,750 shares of common stock
(Viisage Technology, Inc. 1996 Director Stock Option Plan, as amended and
Viisage Technology, Inc. 1996 Management Stock Option Plan, as amended).
In accordance with Rule 414 under the Securities Act, we, as the successor
registrant to the Predecessor Registrant, hereby expressly adopt the
Registration Statements as our own for all purposes of the Securities Act and
the Exchange Act. Registration fees were paid at the time of filing the original
Registration Statements.
3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed with this Post-Effective Amendment.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Post-Effective Amendment.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference into this Post-Effective
Amendment the following documents previously filed with the Securities and
Exchange Commission:
o The Predecessor Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2006.
o The Predecessor Registrant's Quarterly Report on Form 10-Q for the
period ended March 31, 2007.
o The Predecessor Registrant's Current Reports on Form 8-K dated May 9,
2007, May 2, 2007, April 16, 2007, April 13, 2007, April 3, 2007, March
21, 2007, February 13, 2007, January 29, 2007, January 11, 2007 and
January 9, 2007.
o The description of the Registrant's common stock contained in the
Predecessor Registrant's Registration Statement No. 001-33002 on Form
8-A filed with the Securities and Exchange Commission pursuant to
Section 12(b) of the Exchange Act, on August 29, 2006.
All reports and other documents subsequently filed by the Registrant after
the date of this Post-Effective Amendment pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereby have been sold, or
which deregisters all securities remaining unsold, shall be deemed incorporated
by reference into this Post-Effective Amendment and shall be a part hereof from
the date of filing such reports and documents.
The Registrant is not incorporating any information furnished under Item
2.02 or 7.01 of any Current Report on Form 8-K.
For purposes of this Post-Effective Amendment, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Post-Effective
Amendment.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees and agents against expenses (including attorneys'
fees) and other liabilities actually and reasonably incurred by them as a result
of any suit (other than a suit brought by or in the right of the corporation)
brought against them in their capacity as such, if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful. Section 145 of the General Corporation Law of the State of Delaware
also provides that directors, officers, employees and agents may also be
indemnified against expenses (including attorneys' fees) incurred by them in
connection with a suit brought by or in the right of the corporation if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made, unless otherwise determined by the court, if such person was
adjudged liable to the corporation.
The General Corporation Law of the State of Delaware also provides that
the indemnification described above shall not be deemed exclusive of other
indemnification that may be granted by a corporation pursuant to its by-laws,
disinterested directors' vote, stockholders' vote, agreement or otherwise.
The General Corporation Law of the State of Delaware also provides
corporations with the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation in a similar capacity for
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him or her in any such capacity, or
arising out of his or her status, whether or not the corporation would have the
power to indemnify him or her against such liability as described above.
Article VII of the Registrant's Certificate of Incorporation and Article V
of the Registrant's By-laws provide for mandatory indemnification of the
Registrant's directors and officers, and permissible indemnification of its
employees and other agents, to the maximum extent permitted by the General
Corporation Law of the State of Delaware. The Registrant has also entered into
indemnification agreements with its directors and officers that require the
Registrant, among other things, to indemnify these individuals against certain
liabilities that may arise by reason of their status or service as directors or
officers to the fullest extent not prohibited by law.
The above discussion of the General Corporation Law of the State of
Delaware and the Registrant's Certificate of Incorporation, By-laws and
indemnification agreements is not intended to be exhaustive and is qualified in
its entirety by such statutes, Certificate of Incorporation, By-laws and
indemnification agreements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
5
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration
Statements;
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statements
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statements or any material change to such
information in the Registration Statements;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by the foregoing paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the
Registration Statements shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing this Post-Effective Amendment No. 1 to this
registration statement on Form S-8 (No. 333-139672), Post-Effective Amendment
No. 1 to this registration statement on Form S-8 (No. 333-137808),
Post-Effective Amendment No. 1 to this registration statement on Form S-8
(No. 333-137004), Post-Effective Amendment No. 1 to this registration
statement on Form S-8 (No. 333-120156), Post-Effective Amendment No. 1 to
this registration statement on Form S-8 (No. 333-65316), Post-Effective
Amendment No. 1 to this registration statement on Form S-8 (No. 333-65314),
Post-Effective Amendment No. 1 to this registration statement on Form S-8
(No. 333-65312), Post-Effective Amendment No. 1 to this registration
statement on Form S-8 (No. 333-36734), Post-Effective Amendment No. 1 to this
registration statement on Form S-8 (No. 333-42485), and Post-Effective
Amendment No. 1 to this registration statement on Form S-8 (No. 333-28695)
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Stamford, State of
Connecticut, on May 17, 2007.
L-1 IDENTITY SOLUTIONS, INC.
By: /s/ James A. DePalma
--------------------------
James A. DePalma
Executive Vice President,
Chief Financial Officer and
Treasurer
7
POWER OF ATTORNEY AND SIGNATURES
Know all by these presents, that each individual whose signature appears
below constitutes and appoints James A. DePalma and Mark S. Molina his or her
true and lawful attorneys-in-fact and agents with full powers of substitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement on Form S-8 (No. 333-139672), this registration
statement on Form S-8 (No. 333-137808), this registration statement on Form S-8
(No. 333-137004), this registration statement on Form S-8 (No. 333-120156), this
registration statement on Form S-8 (No. 333-65316), this registration statement
on Form S-8 (No. 333-65314), this registration statement on Form S-8 (No.
333-65312), this registration statement on Form S-8 (No. 333-36734), this
registration statement on Form S-8 (No. 333-42485), and this registration
statement on Form S-8 (No. 333-28695), and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this registration statement on Form S-8 (No.
333-139672), Post-Effective Amendment No. 1 to this registration statement on
Form S-8 (No. 333-137808), Post-Effective Amendment No. 1 to this registration
statement on Form S-8 (No. 333-137004), Post-Effective Amendment No. 1 to this
registration statement on Form S-8 (No. 333-120156), Post-Effective Amendment
No. 1 to this registration statement on Form S-8 (No. 333-65316), Post-Effective
Amendment No. 1 to this registration statement on Form S-8 (No. 333-65314),
Post-Effective Amendment No. 1 to this registration statement on Form S-8 (No.
333-65312), Post-Effective Amendment No. 1 to this registration statement on
Form S-8 (No. 333-36734), Post-Effective Amendment No. 1 to this registration
statement on Form S-8 (No. 333-42485), and Post-Effective Amendment No. 1 to
this registration statement on Form S-8 (No. 333-28695), has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
Chairman of the Board, May 17, 2007
/s/ Robert V. LaPenta President and Chief Executive
-------------------------------- Officer (Principal Executive
Robert V. LaPenta Officer)
Executive Vice President, May 17, 2007
/s/ James A. DePalma Chief Financial Officer and
-------------------------------- Treasurer (Principal Financial
James A. DePalma Officer)
Senior Vice President of May 17, 2007
/s/ Vincent A. D'Angelo Finance and Chief Accounting
-------------------------------- Officer (Principal Accounting
Vincent A. D'Angelo Officer)
/s/ B.G. Beck Director May 17, 2007
-------------------------------
B.G. Beck
8
/s/ Denis K. Berube Director May 17, 2007
-------------------------------
Denis K. Berube
/s/ Milton E. Cooper Director May 17, 2007
-------------------------------
Milton E. Cooper
/s/ Louis J. Freeh Director May 17, 2007
-------------------------------
Louis J. Freeh
/s/ Robert S. Gelbard Director May 17, 2007
-------------------------------
Robert S. Gelbard
/s/ Malcolm J. Gudis Director May 17, 2007
-------------------------------
Malcolm J. Gudis
/s/ John E. Lawler Director May 17, 2007
-------------------------------
John E. Lawler
/s/ James M. Loy Director May 17, 2007
-------------------------------
James M. Loy
/s/ Harriet Mouchly-Weiss Director May 17, 2007
-------------------------------
Harriet Mouchly-Weiss
/s/ Peter Nessen Director May 17, 2007
-------------------------------
Peter Nessen
9
/s/ Boykin Rose Director May 17, 2007
-------------------------------
Boykin Rose
/s/ George J. Tenet Director May 17, 2007
-------------------------------
George J. Tenet
10
EXHIBIT INDEX
EXHIBIT NO. NOTE DESCRIPTION
4.1 # Amended and Restated Certificate of Incorporation of
the Registrant.
4.2 # By-Laws of the Registrant.
5.1 * Opinion of Weil, Gotshal & Manges LLP as to the
legality of the shares being registered
23.1 * Consent of Deloitte & Touche LLP, Independent
Registered Public Accounting Firm.
23.2 * Consent of BDO Seidman, LLP, Independent Registered
Public Accounting Firm.
99.1 * Power of Attorney (included on signature page).
NOTES TO INDEX OF EXHIBITS
* Filed herewith.
# Filed as an exhibit to the Registrant's Current Report on Form 8-K
filed on May 16, 2007.
11