sc13d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Viisage Technology, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
92675K 20 5
(CUSIP Number)
Mark S. Molina
Chief Legal Officer and Secretary
Identix Incorporated
5600 Rowland Road, Suite 205
Minnetonka, Minnesota 55343
(925) 932-0888
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 11,2006
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [_].
The information required on the remainder of this cover page shall not be deemed to be filed
for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange
Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be
subject to all other provisions of the Exchange Act (however, see the Notes).
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CUSIP No. 92675K 20 5 |
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1. |
Name of Reporting Person: Identix Incorporated |
I.R.S. Identification Nos. of above persons (entities only):
94-2842496 |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): OO(1) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o |
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6. |
Citizenship or Place of Organization: Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power: None |
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8. | Shared Voting
Power: 13,742,132(2) |
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9. | Sole Dispositive Power: None |
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10. | Shared Dispositive Power: None |
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11. | Aggregate Amount
Beneficially Owned by Each Reporting Person: 13,742,132(2) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class
Represented by Amount in Row (11): 45.24% |
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14. | Type of Reporting Person (See Instructions): CO |
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(1) See discussion in Item 3.
(2) Beneficial ownership of the common stock referred to herein is being reported hereunder solely
because Identix Incorporated may be deemed to have beneficial
ownership of 13,742,132 shares of Viisage
Common Stock as a result of the Voting Agreements (described further in Item 4 and 5 of this
Schedule 13D) among Identix and certain stockholders of Viisage. The filing of this Schedule 13D
shall not be construed as an admission that Identix is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of any
of the shares of Viisage Common Stock subject to the Voting Agreements.
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The information set forth in response to each separate Item below shall be deemed to be a
response to all Items where such information is relevant.
Item 1. Security and Issuer.
This Statement on Schedule 13D (this Statement) relates to the shares of common
stock, $0.001 par value per share (the Common Stock), of Viisage Technology, Inc., a
Delaware Corporation (Viisage). The principal executive offices of Viisage are located
at 296 Concord Road, Third Floor, Billerica, Massachusetts 01821.
Item 2. Identity and Background.
This Statement is filed by Identix Incorporated, a Delaware corporation (Identix).
Identix principal business address is 5600 Rowland Road, Suite 205, Minnetonka, Minnesota 55343.
Identix provides fingerprint, facial and skin biometric technologies, as well as systems, and
critical system components that empower the identification of individuals in large-scale ID and ID
management programs.
During the last five years, neither Identix, nor, to Identix knowledge, any of the
individuals named on Schedule A attached hereto, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding violations with respect to such laws. To
Identix knowledge, each of the individuals named on Schedule A attached hereto, is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Identix and Viisage have entered into a definitive Agreement and Plan of Reorganization, dated
as of January 11, 2006 (the Merger Agreement) for Identix to be acquired in a stock
transaction where Identix stockholders will receive 0.473 of a share of Viisage Common Stock for
each outstanding share of Identix Common Stock. The total transaction value is approximately $770
million. As an inducement for Identix to enter into the Merger Agreement with Viisage, and in
consideration thereof, certain stockholders of Viisage, certain of whom are directors and officers
of Viisage (each a Stockholder and collectively, the Stockholders), entered into a Voting
Agreement, dated as of January 11, 2006, with Identix (each individually a Voting
Agreement, and collectively the Voting Agreements). Identix did not pay additional
consideration to Viisage in connection with the execution and delivery of the Voting Agreements.
Copies of the Merger Agreement and the form of Voting Agreement are filed as Exhibits
2.1 and 2.3 to Identix Form 8-K filed with the Securities and Exchange Commission
on January 12, 2006, respectively, and are incorporated herein by reference.
Item 4. Purpose of Transaction.
As stated above, the Voting Agreements were entered into as an inducement for, and in
consideration of, Identix entering into the Merger Agreement. Subject to the terms and conditions
thereof, the Merger Agreement provides for the merger (the Merger) of Identix with and
into a wholly owned subsidiary of Viisage (Merger Sub). At the effective time of the
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Merger, each outstanding share of Common Stock of Identix will be exchanged for 0.473 of a
share of Viisage common stock.
The Merger Agreement has been approved by the board of directors of each of Identix and
Viisage. The transaction is subject to approval by Identix stockholders and by Viisages
stockholders. The transaction is also subject to customary regulatory approvals and other closing
conditions and is expected to close in the second quarter of 2006.
Pursuant to the Voting Agreements entered into in connection with the Merger Agreement, the
Stockholders have: (a) agreed to vote all of the shares of Viisage common stock beneficially owned
by them or acquired prior to the expiration of the Voting Agreement, including by means of exercise
of stock options, in favor of the issuance of Viisage Common Stock in the Merger, the amendment of
Viisage Certificate of Incorporation and any other matter that could reasonably be expected to
facilitate the merger, and against any Acquisition Proposal (as defined in the Merger Agreement)
and any other matter that might reasonably be expected to impede, delay or materially and adversely
affect the merger; provided that in the event of a Change in Recommendation (as defined the Merger
Agreement) such obligation to vote shall relate to fifty percent (50%) of such Shares; and (b)
granted irrevocable proxies to Identix granting Identix the right to vote such shares as specified
in clause (a). The Stockholders may vote such shares on all other matters submitted to the Viisage
stockholders for their approval. The Voting Agreements terminate upon the earlier to occur of:
(i) termination of the Merger Agreement; and (ii) the effectiveness of the merger.
The purpose of the Voting Agreements is to enable Identix and Viisage to consummate the
transactions contemplated by the Merger Agreement.
Following the effective time of the Merger, Viisage will have a twelve-member board of
directors, which will include a total of seven Viisage directors and five Identix directors. Robert
LaPenta, Chairman of Viisage, will be the Chairman and Chief Executive Officer of Viisage. Joseph
Atick, President and Chief Executive Officer of Identix will be the Vice-Chairman and Corporate
Chief Strategic Officer of Viisage. Upon the consummation of the Merger, the directors of
Merger Sub immediately prior to the effective time of the Merger shall be the directors of the
surviving corporation immediately following the effective time of the Merger, until the earlier of
their resignation or removal or until their respective successors are duly elected and qualified,
as the case may be. The officers of Identix immediately prior to the effective time of the Merger
shall be the officers of the surviving corporation until their respective successors are duly
appointed and qualified or their earlier death, resignation or removal in accordance with the
certificate of incorporation and bylaws of the surviving corporation.
In connection with the Merger, the certificate of incorporation of Viisage will be amended to
increase the authorized number of shares of common stock, to change Viisage name to a name
mutually agreed upon by Viisage and Identix, and to include in the
certificate of incorporation certain provisions related to the size
of the Board of Directors and the authority of the nominating and
governance committee of the Board. At the effective time of the Merger, the certificate
of incorporation of the Merger Sub, as in effect immediately prior to the effective time of the
Merger, will be the certificate of incorporation of the surviving corporation of the Merger, except
that the name of the surviving corporation shall be Identix Incorporated. At the effective time
of the Merger, the by-laws of the Merger Sub, as in effect immediately prior to the effective time
of the Merger, will become the by-laws of the surviving corporation of
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the Merger until thereafter amended as provided by applicable law, the articles of
incorporation of such surviving corporation and such by-laws.
If the Merger is consummated as planned, Identix common stock will cease to be quoted on The
Nasdaq Stock Market, Inc.s National Market System and will become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.
The foregoing summary of certain provisions of the Merger Agreement and the Voting Agreements
is not intended to be complete and is qualified in its entirety by reference to the full text of
such agreements.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of the filing date of this Schedule 13D, as a result of the Voting Agreements,
Identix may be deemed to have: (i) beneficial ownership (within the meaning of Rule 13d-3 under
the Exchange Act); and (ii) shared power to vote or direct the
vote of 13,742,132 shares
of Common Stock, which represents approximately 45.24% of the shares of Common Stock deemed to be
outstanding pursuant to Rule 13d-3(d)(1), subject to the conditions and limitations of the Voting
Agreements.
Apart from the terms and conditions set forth in the Voting Agreements, Identix is not
entitled to any rights of a stockholder of Viisage. Identix does not, other than as specified in
the Voting Agreements, have: (1) sole or shared power to vote or direct the vote; or (2) sole or
shared power to dispose or direct the disposition of Viisages Common Stock.
Identix disclaims any beneficial ownership of such shares, and nothing herein shall be deemed
to be an admission by Identix as to the beneficial ownership of such shares.
To Identix knowledge, no shares of Viisage common stock are beneficially owned by any of the
persons identified in Schedule A to this Schedule 13D.
(c) Except as set forth or incorporated herein, neither Identix nor, to Identix knowledge,
any of the individuals referred to Item 2 of this Statement, has effected any transaction in
Viisages Common Stock during the past 60 days.
(d) To Identix knowledge, no person other than the Stockholders has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
Other than the Merger Agreement and the Voting Agreement, to the knowledge of Identix, there
are no contracts, arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 of this Statement or between such persons and any other person with respect
to the securities of Viisage, including, but not limited to, transfer or voting of
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any of the securities, finders fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
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99.1.
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Agreement and Plan of Merger, dated January 11, 2006, by and among
Identix Incorporated, VIDS Acquisition Corp. and Viisage Technology,
Inc.* |
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99.2.
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Form of Voting Agreement dated January 11, 2006** |
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*
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Incorporated herein by reference to Exhibit 2.1 to Form 8-K filed by Identix Incorporated on
January 12, 2006. |
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**
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Incorporated herein by reference to Exhibit 2.3 to Form 8-K filed by Identix Incorporated on
January 12, 2006. |
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the
undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated:
January 23, 2006
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Identix Incorporated
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By: |
/s/ Mark S. Molina
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Name: |
Mark S. Molina |
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Title: |
Chief Legal Officer and Corporate Secretary |
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INDEX TO EXHIBITS
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Exhibit |
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Number |
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Document |
99.1.
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Agreement and Plan of Merger, dated January 11, 2006, by and among
Identix Incorporated, VIDS Acquisition Corp. and Viisage Technology,
Inc.* |
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99.2.
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Form of Voting Agreement dated January 11, 2006** |
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*
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Incorporated herein by reference to Exhibit 2.1 to Form 8-K filed by Identix Incorporated on
January 12, 2006. |
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**
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Incorporated herein by reference to Exhibit 2.3 to Form 8-K filed by Identix Incorporated on
January 12, 2006. |
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SCHEDULE A
ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSON
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Name |
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Present Principal Occupation |
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Dr. Joseph J. Atick**
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President, Chief Executive Officer and Director Identix |
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Milton E. Cooper**
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Chairman of the Board Identix |
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Malcolm J. Gudis**
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Director Identix |
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John E. Haugo**
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Chairman of Search America, Inc., Director Identix |
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George Latimer**
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Distinguished Visiting Professor of Urban Studies, Macalester
College, Director Identix |
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John E. Lawler**
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President of East/west Financial Services, Inc., Director Identix |
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Dr. Paul A. Griffin**
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Chief Technology Officer Identix |
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Elissa J. Lindsoe**
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Chief Financial Officer Identix |
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James H. Moar**
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Chief Operating Officer Identix |
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Mark S. Molina**
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Chief Legal Officer and Secretary Identix |
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** |
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Present business address of all of the individuals named on Schedule A is 5600 Rowland Road,
Suite 205, Minnetonka, Minnesota 55343. |
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