================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
L-1 IDENTITY SOLUTIONS, INC.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE 50212A 10 6
(Title of class of securities) (CUSIP number)
ASTON CAPITAL PARTNERS L.P.
C/O L-1 INVESTMENT PARTNERS LLC
177 BROAD ST., STAMFORD, CT 06901
with copies to:
MARITA MAKINEN, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NY 10153
(212) 310-8000
(Name, address and telephone number of person authorized
to receive notices and communications)
AUGUST 29, 2006
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
(Continued on following pages)
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---------------- --------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Aston Capital Partners L.P.
---------------- --------------------------------------------------------------------------------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
---------------- --------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [_]
OF A GROUP: (b) [X](1)
---------------- --------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------- --------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: OO
---------------- --------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) [ ]
OR 2(e):
---------------- --------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
---------------- --------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
----- -----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 8,899,047
OWNED BY
----- -----------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
----- -----------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,899,047
---------------- --------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING 8,899,047(2)
PERSON:
---------------- --------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------- --------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.42%
---------------- --------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: PN
---------------- --------------------------------------------------------------------------------------------------
-------------------------
(1) The Reporting Person expressly disclaims (a) the existence of any
group and (b) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person.
(2) Assuming exercise of all currently exercisable warrants to purchase
Company Common Stock beneficially owned by such reporting person, but
without assuming the exercise of any warrants held by other holders.
2
---------------- --------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Aston Capital Partners GP LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
---------------- --------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [X](3)
---------------- --------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------- --------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: OO
---------------- --------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
---------------- --------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
---------------- --------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
----- -----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 8,899,047
OWNED BY
----- -----------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
----- -----------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,899,047
---------------- --------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING 8,899,047(4)
PERSON:
---------------- --------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES:
---------------- --------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.42%
---------------- --------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: OO
---------------- --------------------------------------------------------------------------------------------------
-------------------------
(3) The Reporting Person expressly disclaims (a) the existence of any
group and (b) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person.
(4) Assuming exercise of all currently exercisable warrants to purchase
Company Common Stock beneficially owned by such reporting person, but
without assuming the exercise of any warrants held by other holders.
3
---------------- --------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: L-1 Investment Partners LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
---------------- --------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[_]
(b)[X](5)
---------------- --------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------- --------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: OO
---------------- --------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) [ ]
OR 2(e):
---------------- --------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
---------------- --------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
----- ----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 9,179,047
OWNED BY
----- ----------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
----- ----------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 9,179,047
---------------- --------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING 9,179,047(6)
PERSON:
---------------- --------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------- --------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.82%
---------------- --------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: OO
---------------- --------------------------------------------------------------------------------------------------
-------------------------
(5) The Reporting Person expressly disclaims (a) the existence of any
group and (b) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person.
(6) Assuming exercise of all currently exercisable warrants to purchase
Company Common Stock beneficially owned by such reporting person, but
without assuming the exercise of any warrants held by other holders.
4
---------------- --------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Robert V. LaPenta
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
---------------- --------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[_]
(b)[X](7)
---------------- --------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------- --------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: OO
---------------- --------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
---------------- --------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
---------------- --------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 569,000
SHARES
----- ----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 9,179,047
OWNED BY
----- ----------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 569,000
REPORTING
----- ----------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 9,179,047
---------------- --------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING 9,748,047(8)
PERSON:
---------------- --------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES:
---------------- --------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.61%
---------------- --------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
---------------- --------------------------------------------------------------------------------------------------
-------------------------
(7) The Reporting Person expressly disclaims (a) the existence of any
group and (b) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person.
(8) Assuming exercise of all currently exercisable warrants to purchase
Company Common Stock beneficially owned by such reporting person.
5
---------------- --------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: James A. DePalma
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
---------------- --------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[_]
(b)[X](9)
---------------- --------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------- --------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: OO
---------------- --------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
---------------- --------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
---------------- --------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 3,944
SHARES
----- -----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 9,179,047
OWNED BY
----- -----------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 3,944
REPORTING
----- -----------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 9,179,047
---------------- --------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING 9,182,991(10)
PERSON:
---------------- --------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES:
---------------- --------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.82%
---------------- --------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
---------------- --------------------------------------------------------------------------------------------------
-------------------------
(9) The Reporting Person expressly disclaims (a) the existence of any
group and (b) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person.
(10) Assuming exercise of all currently exercisable warrants to purchase
Company Common Stock beneficially owned by such reporting person.
6
---------------- --------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Joseph S. Paresi
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
---------------- --------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[_]
(b)[X](11)
---------------- --------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------- --------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: OO
---------------- --------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
---------------- --------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
---------------- --------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 4,000
SHARES
----- -----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 9,179,047
OWNED BY
----- -----------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 4,000
REPORTING
----- -----------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 9,179,047
---------------- --------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING 9,183,047(12)
PERSON:
---------------- --------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
---------------- --------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.82%
---------------- --------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
---------------- --------------------------------------------------------------------------------------------------
-------------------------
(11) The Reporting Person expressly disclaims (a) the existence of any
group and (b) beneficial ownership with respect to any shares other
than the shares owned of record by such reporting person.
(12) Assuming exercise of all currently exercisable warrants to purchase
Company Common Stock beneficially owned by such reporting person.
7
This Amendment No. 2 amends the statement on Schedule 13D filed with
the Securities and Exchange Commission on December 23, 2005 by Aston Capital
Partners L.P., Aston Capital Partners GP LLC, L-1 Investment Partners LLC, Mr.
Robert V. LaPenta, Mr. James A. DePalma, Mr. Joseph S. Paresi and Ms. Doni L.
Fordyce (other than Ms. Fordyce, collectively, the "Reporting Persons").
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Schedule 13D") relates to shares
of common stock, $0.001 par value per share ("Company Common Stock") of L-1
Identity Solutions, Inc., a Delaware corporation (formerly known as Viisage
Technology, Inc., the "Company"). The principal executive offices of the Company
are located at 177 Broad St., Stamford, CT 06901.
Item 4. Purpose of the Transaction.
On August 29, 2006, the Company and Identix consummated a merger
pursuant to an Agreement and Plan of Reorganization (the "Merger Agreement")
with VIDS Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
of the Company ("Merger Sub"), and Identix Incorporated, a Delaware corporation
("Identix"), under which Merger Sub merged with and into Identix, with Identix
being the surviving corporation (the "Merger"). As a result of the Merger,
Identix became a wholly-owned subsidiary of the Company. Pursuant to the Merger
Agreement, at the effective time of the Merger, each issued and outstanding
share of Identix common stock was converted into the right to receive 0.473
newly issued shares of Company Common Stock.
In connection with the consummation of the Merger, L-1 Investment
Partners LLC ("L-1") and the Company entered into a consulting agreement, dated
as of August 29, 2006 (the "Consulting Agreement"), pursuant to which the
Company agreed to pay L-1 a transaction fee in consideration of L-1's services
to the Company in connection with the Merger and other transactions consummated
by the Company prior to the date thereof. Pursuant to the Consulting Agreement,
the Company paid to L-1 a one-time fee of $2.5 million simultaneously with the
closing of the Merger as consideration for professional services provided by
L-1. The Consulting Agreement was terminated as of the effective time of the
Merger except for certain provisions contained therein relating to fees,
representations and warranties and indemnification.
In connection with the consummation of the Merger, each of Mr. Robert
V. LaPenta, Mr. James A. DePalma and Mr. Joseph S. Paresi (each an "Executive")
entered into an employment agreement with the Company (collectively, the
"Employment Agreements") pursuant to which the Executives became officers of the
Company, with the respective titles set forth below, and the Company agreed to
grant options to purchase Company Common Stock ("Options") to each of the
Executives in the amounts set forth below:
8
Number of
Name Title Options
---- ----- -------
Robert V. LaPenta Chairman of the Board, President and 315,000
Chief Executive Officer
James A. DePalma Executive Vice President, Chief 180,000
Financial Officer and Treasurer
Joseph S. Paresi Chief Sales and Marketing Officer and 117,000
Executive Vice President
The initial term of each of the employment agreements is three years, subject to
automatic renewals for consecutive one-year terms. The Options were granted at
an exercise price per share equal to the weighted average closing price per
share of the Company Common Stock over the twenty most recent trading days on
the principal exchange or market on which the Company Common Stock is listed (as
reported in the Wall Street Journal), and will vest in equal annual installments
for four years from the grant date, and will be exercisable for ten years from
the grant date.
In connection with the Merger, the Company expects to enter into an
employment agreement with Ms. Fordyce in connection with her position as
Executive Vice President, Corporate Communications. This agreement had not been
finalized as of the date of this Schedule 13D.
The foregoing summary of the Consulting Agreement and Employment
Agreements is qualified in its entirety by reference to the full text of the
Consulting Agreement and the Employment Agreements, which agreements are filed
as Exhibits 10.1 through 10.4, respectively, hereto and which are incorporated
herein by reference.
Upon consummation of the Merger, Aston Capital Partners L.P. ("Aston")
beneficially owned less than 15% of the outstanding capital stock of the Company
and, as result, Aston's right to designate two members to the Board of Directors
of the Company pursuant to the Investment Agreement, dated as of October 5,
2005, between Aston (as successor-in-interest by assignment from L-1) and the
Company (the "Investment Agreement") was terminated. In connection with the
Merger, the board of directors of the Company had designated the former nominees
of Aston to serve as directors of the Company following the Merger.
As previously reported by Aston, on December 16, 2005, Aston purchased
from the Company a warrant to purchase 1,280,000 shares of Company Common Stock
(the "A-Warrant"), exercisable on a pro rata basis when and if acquisitions by
the Company involving the payment of aggregate consideration of $125 million are
consummated, and (ii) a warrant to purchase 320,000 shares of Company Common
Stock (the "B-Warrant", and collectively with the A-Warrant, the "Warrants"), of
which 213,333 shares are exercisable when and if the Company's gross revenues
for any four-quarter period are equal to or greater than $200 million; and
106,667 shares are exercisable when and if the Company's gross revenues for any
four-quarter period are equal to or greater than $300 million. As a result of
9
the Merger, the A-Warrant is fully vested. No portion of the B-Warrant is
currently vested. All Warrants will be accelerated and become immediately
exercisable in connection with a change of control of the Company (as defined in
the Warrants). The Merger did not constitute a change in control of the Company
as defined in the Warrants or the IBT Warrant (defined below).
As previously reported by L-1, on December 16, 2005, L-1 was issued a
warrant to purchase 440,000 shares of Company Common Stock (the "IBT Warrant")
in consideration of its strategic advice, due diligence and other services
relating to the acquisition of 100% of the outstanding shares of capital stock
of Integrated Biometric Technology LLC by the Company. The IBT Warrant is
currently exercisable to purchase 280,000 shares of Company Common Stock at an
exercise price of $13.75 per share for a term of three years. The remaining
portion of the IBT Warrant will vest if during any of 2006, 2007 or 2008, the
IBT business generates earnings before interest, taxes, depreciation and
amortization (EBITDA) of $6 million or more. The IBT Warrant would become
immediately exercisable in connection with a change of control of the Company
Item 5. Interest in Securities of the Issuer.
The information contained in Item 4 and Rows (7) through (13) of the
cover pages of this Amendment No. 2 to Schedule 13D for each of the Reporting
Persons are incorporated herein by reference.
(a) Upon consummation of the Merger, Aston was the record holder
of 7,619,047 shares of Company Common Stock, the A-Warrant and the B-Warrant.
Assuming exercise of the A-Warrant (the B-Warrant is not currently exercisable),
Aston is the beneficial owner of 8,899,047 shares of Company Common Stock
constituting approximately 12.42% of the total issued and outstanding shares of
Company Common Stock based on 71,625,497 shares of Company Common Stock
outstanding as of August 29, 2006 (based on calculations made in accordance with
Rule 13d-3 of the Exchange Act).
Assuming exercise of the A-Warrant owned of record by Aston, Aston GP,
in its capacity as the general partner of Aston, may, pursuant to Rule 13d-3 of
the Exchange Act, be deemed to be the beneficial owner of 8,899,047 shares of
Company Common Stock, constituting approximately 12.42% of the total issued and
outstanding shares of Company Common Stock based on 71,625,497 shares of Company
Common Stock outstanding as of August 29, 2006 (based on calculations made in
accordance with Rule 13d-3 of the Exchange Act).
Assuming exercise of the A-Warrant owned of record by Aston, L-1, in
its capacity as Investment Manager under the Aston limited partnership
agreement, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the
beneficial owner of 9,179,047 shares of Company Common Stock, including the
currently exercisable portion of the IBT Warrant beneficially owned by it on its
own account, constituting approximately 12.82% of the total issued and
outstanding shares of Company Common Stock based on 71,625,497 shares of Company
10
Common Stock outstanding as of August 29, 2006 (based on calculations made in
accordance with Rule 13d-3 of the Exchange Act).
Assuming exercise of the A-Warrant owned of record by Aston and the
currently exercisable portion of the IBT Warrant owned of record by L-1, Mr.
LaPenta, in his capacity as a managing member of Aston GP and L-1, may, pursuant
to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of
9,748,047 shares of Company Common Stock, including 569,000 shares of Company
Common Stock beneficially owned by him on his own account, constituting
approximately 13.61% of the total issued and outstanding shares of Company
Common Stock based on 71,625,497 shares of Company Common Stock outstanding as
of August 29, 2006 (based on calculations made in accordance with Rule 13d-3 of
the Exchange Act).
Assuming exercise of the A-Warrant owned of record by Aston and the
currently exercisable portion of the IBT Warrant owned of record by L-1, Mr.
DePalma, in his capacity as a managing member of Aston GP and L-1, may, pursuant
to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of
9,182,991 shares of Company Common Stock, including 3,944 shares of Company
Common Stock beneficially owned by him on his own account, constituting
approximately 12.82% of the total issued and outstanding shares of Company
Common Stock based on 71,625,497 shares of Company Common Stock outstanding as
of August 29, 2006 (based on calculations made in accordance with Rule 13d-3 of
the Exchange Act).
Assuming exercise of the A-Warrant owned of record by Aston and the
currently exercisable portion of the IBT Warrant owned of record by L-1, Mr.
Paresi, in his capacity as a managing member of Aston GP and L-1, may, pursuant
to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of
9,183,047 shares of Company Common Stock, including 4000 shares of Company
Common Stock beneficially owned by him on his own account, constituting
approximately 12.82% of the total issued and outstanding shares of Company
Common Stock based on 71,625,497 shares of Company Common Stock outstanding as
of August 29, 2006 (based on calculations made in accordance with Rule 13d-3 of
the Exchange Act).
Assuming exercise of the currently exercisable portion of the A-Warrant
owned of record by Aston and the currently exercisable portion of the IBT
Warrant owned of record by L-1, Ms. Fordyce, in her capacity as a managing
member of Aston GP and L-1, may, pursuant to Rule 13d-3 of the Exchange Act, be
deemed to be the beneficial owner of 9,179,047 shares of Company Common Stock,
constituting approximately 12.82% of the total issued and outstanding shares of
Company Common Stock based on 71,625,497 shares of Company Common Stock
outstanding as of August 29, 2006 (based on calculations made in accordance with
Rule 13d-3 of the Exchange Act).
(b) Except as disclosed in this Item 5, none of the Reporting
Persons and, to the best of their knowledge, none of the general partners or
managing members of Aston, Aston GP and L-1 beneficially owns any shares of
Company Common Stock.
11
(c) None of the Reporting Persons has effected any transactions in
respect of Company Common Stock within the past 60 days, with the exception of
Mr. LaPenta who, on August 29, 2006 received 473,000 shares of Company Common
Stock pursuant to the Merger in exchange for the 1,000,000 shares of common
stock of Identix Incorporated held by Mr. LaPenta immediately prior to the
consummation of the Merger.
(d) The right to receive dividends on, and proceeds from the sale
of the shares of Company Common Stock which may be beneficially owned by the
persons described in (a) and (b) above, is governed by the limited liability
company agreements and limited partnership agreement of each such entity, as
applicable, and such dividends or proceeds may be distributed with respect to
numerous member interests and general and limited partnership interests.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer.
The information set forth in Item 4 above is incorporated by reference
into this Item 6.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
10.1 Consulting Agreement, dated as of August 29, 2006, by and
between L-1 Investment Partners LLC and Viisage Technology,
Inc.
10.2 Employment Agreement, dated as of August 29, 2006, by and
between Mr. Robert V. LaPenta and Viisage Technology, Inc.
10.3 Employment Agreement, dated as of August 29, 2006, by and
between Mr. James A. DePalma and Viisage Technology, Inc.
10.4 Employment Agreement, dated as of August 29, 2006, by and
between Mr. Joseph S. Paresi and Viisage Technology, Inc.
12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 6, 2006
ASTON CAPITAL PARTNERS L.P.
By: Aston Capital Partners GP LLC, its
general partner
By: /s/ James A. DePalma
-------------------------------------
Name: James A. DePalma
Title: Partner
13
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 6, 2006
ASTON CAPITAL PARTNERS GP LLC
By: /s/ James A. DePalma
-------------------------------------
Name: James A. DePalma
Title: Partner
14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 6, 2006
L-1 INVESTMENT PARTNERS LLC
By: /s/ James A. DePalma
-------------------------------------
Name: James A. DePalma
Title: Partner
15
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 6, 2006
ROBERT V. LAPENTA
/s/ Robert V. Lapenta
------------------------------------
16
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 6, 2006
JAMES A. DEPALMA
/s/ James A. Depalma
------------------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 6, 2006
JOSEPH S. PARESI
/s/ Joseph S. Paresi
------------------------------------