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): NOVEMBER 15, 2006
L-1 IDENTITY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-21559 04-3320515
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation) file number) identification no.)
177 BROAD STREET, STAMFORD, CONNECTICUT 06901
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (203) 504-1100
NOT APPLICABLE
(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:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 15, 2006, L-1 Identity Solutions, Inc. (the "Company")
and 6653375 Canada Inc., a corporation incorporated under the Canada Business
Corporations Act (the "CBCA") and a wholly owned subsidiary of the Company
("Merger Sub"), entered into an Arrangement Agreement (the "Agreement") with
ComnetiX Inc., a corporation incorporated under the CBCA ("ComnetiX"), to
acquire all of the outstanding capital stock of ComnetiX for approximately $12.5
million in cash (the "Consideration"). The acquisition (the "Arrangement") is
structured as an arrangement under the CBCA with ComnetiX surviving as a
wholly-owned subsidiary of the Company.
Consummation of the Arrangement is subject to customary closing
conditions, including obtaining approval of two-thirds of the stockholders of
ComnetiX' common stock, without par value (the "Common Stock"), entitled to
vote, and two-thirds of the holders of certain identified ComnetiX warrants
entitled to vote, in each case voting as a separate class, and obtaining the
requisite court approval in Ontario, Canada pursuant to the CBCA. The Agreement
contains certain termination rights for both ComnetiX and the Company, and
further provides that, upon termination of the Agreement under specified
circumstances, ComnetiX must pay the Company a termination fee of five percent
of the aggregate Consideration and an identified reimbursement fee with respect
to the Company's out-of-pocket costs and expenses.
The board of directors of each of the Company and ComnetiX has
adopted and approved the Agreement. The Agreement contains customary
representations, warranties and covenants made by the parties to each other.
ComnetiX' covenants include that (i) ComnetiX will conduct its business in the
ordinary course consistent with past practice during the period between the
execution of the Agreement and the closing date, (ii) ComnetiX will not engage
in certain kinds of transactions during such period, and (iii) ComnetiX will not
solicit proposals or enter into negotiations relating to or concerning
alternative business combination transactions unless certain conditions are
satisfied.
The foregoing description of the Arrangement and the Agreement is
qualified in its entirety by reference to the Agreement, a copy of which is
attached hereto as Exhibit 2.1 and incorporated herein by reference.
Certain stockholders and warrantholders of ComnetiX have entered
into voting agreements with the Company in connection with the Arrangement. The
voting agreements cover approximately 28% of the outstanding shares of Common
Stock entitled to vote and 67% of the applicable warrants entitled to vote. The
voting agreements provide, among other things, that ComnetiX stockholders and
warrantholders who have signed the agreements will vote their shares of Common
Stock or warrants, respectively, in favor of the Arrangement and against any
competing proposals.
On November 15, 2006, the Company issued a press release announcing
the execution of the Agreement. A copy of the press release is furnished
herewith as Exhibit 99.1.
ITEM 7.01. REGULATION FD DISCLOSURE.
On November 15, 2006, the Company issued a press release announcing the
execution of the Agreement in connection with the planned acquisition of
ComnetiX as described in Item 1.01 above. A copy of the press release is
furnished herewith as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit 2.1 Arrangement Agreement, dated November 15, 2006, among L-1
Identity Solutions, Inc., 6653375 Canada Inc. and ComnetiX Inc.
Exhibit 99.1 Press Release issued November 15, 2006
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 16, 2006
L-1 IDENTITY SOLUTIONS, INC.
By: /s/ Robert V. LaPenta
--------------------------------
Robert V. LaPenta
Chairman, President & Chief
Executive Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 2.1 Arrangement Agreement, dated November 15, 2006, among
L-1 Identity Solutions, Inc., 6653375 Canada Inc. and
ComnetiX Inc.
Exhibit 99.1 Press Release issued November 15, 2006