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): JANUARY 25, 2007
L-1 IDENTITY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-21559 04-3320515
(State or other jurisdiction (Commission (I.R.S. employer
of 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.
As disclosed in the Current Reports on Form 8-K filed on November 16,
2006 and January 11, 2007 by L-1 Identity Solutions, Inc. (the "Company"), on
November 15, 2006, 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 with ComnetiX Inc., a corporation incorporated under the
CBCA ("ComnetiX"), to acquire all of the outstanding capital stock of ComnetiX
for US $0.82 per share, for a total purchase price of approximately US $12.5
million in cash. On January 9, 2007, the Company and Merger Sub entered into an
Amendment to Arrangement Agreement with ComnetiX, whereby the Company increased
to US $1.05 per share the amount that the Company will pay to the shareholders
of ComnetiX for all of the issued and outstanding shares of ComnetiX, for a
total purchase price of approximately US $16.0 million. The acquisition (the
"Arrangement") is structured as an arrangement under the CBCA with ComnetiX
surviving as a wholly-owned subsidiary of the Company.
On January 25, 2007, the Company and Merger Sub entered into Amendment
No. 2 to Arrangement Agreement (the "Amendment") with ComnetiX, whereby the
Company increased to US $1.12 per share the amount that the Company will pay to
the shareholders of ComnetiX for all of the issued and outstanding shares of
ComnetiX, for a total purchase price of approximately US $17.1 million. The
Amendment also extended the date by which the special meeting of the
securityholders of ComnetiX to consider the Arrangement must be held from
February 5, 2007 to February 8, 2007. The board of directors of ComnetiX has
unanimously approved the Amendment.
The foregoing description of the Arrangement and the Amendment is
qualified in its entirety by reference to the Amendment, a copy of which is
attached hereto as Exhibit 2.1 and incorporated herein by reference.
On January 26, 2007, the Company issued a press release announcing the
execution of the Amendment. A copy of the press release is furnished herewith as
Exhibit 99.1.
ITEM 7.01. REGULATION FD DISCLOSURE.
On January 26, 2007, the Company issued a press release announcing the
execution of the Amendment 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 Amendment No. 2 to Arrangement Agreement, dated January 25,
2007, among L-1 Identity Solutions, Inc., 6653375 Canada
Inc. and Comnetix Inc.
Exhibit 99.1 Press Release issued January 26, 2007
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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: January 29, 2007
L-1 IDENTITY SOLUTIONS, INC.
By: /s/ Robert V. LaPenta
-------------------------------------
Robert V. LaPenta
Chairman of the Board, President &
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 2.1 Amendment No. 2 to Arrangement Agreement, dated January 25,
2007, among L-1 Identity Solutions, Inc., 6653375 Canada
Inc. and Comnetix Inc.
Exhibit 99.1 Press Release issued January 26, 2007
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