<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1996
REGISTRATION NO. 333-4610
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PRINTRAK INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3577 33-0070547
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial
incorporation or Classification Code Number) Identification No.)
organization)
</TABLE>
1250 NORTH TUSTIN AVENUE, ANAHEIM, CALIFORNIA 92807
(714) 238-2000
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
RICHARD M. GILES
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT
PRINTRAK INTERNATIONAL INC.
1250 NORTH TUSTIN AVENUE, ANAHEIM, CALIFORNIA 92807
(714) 238-2000
(Name, address, including zip code and telephone number,
including area code, of agent for service)
------------------------
COPIES TO:
<TABLE>
<S> <C>
Bruce Feuchter, Esq. Thomas A. Bevilacqua, Esq.
Jeffrey B. Coyne, Esq. Bradford J. Shafer, Esq.
William E. Garrett, Esq. Keith M. Roberts, Esq.
Stradling, Yocca, Carlson & Rauth Brobeck, Phleger & Harrison LLP
660 Newport Center Drive, Suite 1600 One Market
Newport Beach, California 92660 San Francisco, California 94105
(714) 725-4000 (415) 442-0900
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
------------------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PRINTRAK INTERNATIONAL INC.
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
<TABLE>
<CAPTION>
FORM S-1 ITEM NUMBER AND CAPTION PROSPECTUS LOCATION OR CAPTION
- ---------------------------------------------------------------- -----------------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus...................... Facing Page; Cross Reference Sheet; Outside Front
Cover Page of Prospectus
2. Inside of Front and Outside Back Cover Pages of
Prospectus.......................................... Inside Front Page of Prospectus; Additional
Information
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................... Prospectus Summary; Risk Factors
4. Use of Proceeds...................................... Prospectus Summary; Use of Proceeds
5. Determination of Offering Price...................... Outside Front Cover Page of Prospectus; Underwriting
6. Dilution............................................. Dilution
7. Selling Security Holders............................. Principal and Selling Stockholders
8. Plan of Distribution................................. Outside Front Cover Page of Prospectus; Underwriting
9. Description of Securities to Be Registered........... Prospectus Summary; Dividend Policy; Capitalization;
Description of Capital Stock
10. Interest of Named Experts and Counsel................ Legal Matters; Experts
11. Information with Respect to Registrant............... Prospectus Summary; Risk Factors; Use of Proceeds;
Dividend Policy; Capitalization; Dilution; Selected
Consolidated Financial Data; Management's Discussion
and Analysis of Financial Condition and Results of
Operations; Business; Management; Certain
Transactions; Principal and Selling Stockholders;
Description of Capital Stock; Shares Eligible for
Future Sale; Consolidated Financial Statements
12. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities...................... Not Applicable
</TABLE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 28, 1996
[LOGO]
2,500,000 SHARES
COMMON STOCK
Of the 2,500,000 shares of Common Stock offered hereby, 2,000,000 shares are
being issued and sold by Printrak International Inc. ("Printrak" or the
"Company") and 500,000 shares are being sold by the Selling Stockholders. See
"Principal and Selling Stockholders." The Company will not receive any of the
proceeds from the sale of shares by the Selling Stockholders. Prior to this
offering, there has been no public market for the Common Stock of the Company.
It is currently estimated that the initial public offering price of the Common
Stock will be between $9.00 and $11.00 per share. See "Underwriting" for
information relating to the method of determining the initial public offering
price. The Common Stock has been approved for quotation on the Nasdaq National
Market under the symbol "AFIS."
-------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 6.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<S> <C> <C> <C> <C>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS (1) COMPANY (2) STOCKHOLDERS
Per Share........................ $ $ $ $
Total (3)........................ $ $ $ $
</TABLE>
(1) The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the "Securities Act"). See
"Underwriting."
(2) Before deducting expenses payable by the Company, estimated at $770,000.
(3) The Company has granted to the Underwriters a 30-day option to purchase up
to an additional 375,000 shares of Common Stock solely to cover
over-allotments, if any. If the Underwriters exercise this option in full,
the total Price to Public, Underwriting Discounts and Commissions, Proceeds
to Company and Proceeds to Selling Stockholders will be $ , $ ,
$ and $ , respectively.
-------------------
The Common Stock is offered by the Underwriters as stated herein, subject to
receipt and acceptance by them and subject to their right to reject any order in
whole or in part. It is expected that delivery of such shares will be made
through the offices of Robertson, Stephens & Company LLC ("Robertson, Stephens &
Company"), San Francisco, California, on or about , 1996.
ROBERTSON, STEPHENS & COMPANY COWEN & COMPANY
The date of this Prospectus is , 1996.
<PAGE>
[Logo]
[Photo of Fingerprint, system operator at computer
terminal, bordered by several enlarged computer
generated fingerprint images.]
AUTOMATED
FINGERPRINT
IDENTIFICATION
SYSTEM
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
2
<PAGE>
REAL-TIME
INTEGRATED AFIS
NETWORK
SOLUTION
Image of schematic, graphical diagram of an AFIS
network with each component labeled.
Printrak's AFIS 2000 series of products are used in the law enforcement
information systems market. These products represent a comprehensive
fully-integrated systems architecture for the capture and input of images,
image processing, search processing and database management.
Printrak systems provide real-time "one to many" search capabilities and are
designed with a scalable architecture. This scalable systems architecture
allows the customer to enhance processing capability as the size of the
customer's database increases, without compromising performance.
BKS 2000 = Booking Station 2000
CCH = Computerized Criminal History
DSR 2000 = Digital Storage/Retrieval System
IS 2000 = Input Station 2000
LS 2000 = Latent Station 2000
LSS 2000 = Live-Scan Station 2000
MDS 2000 = Mugshot Display Station 2000
SP 2000 = Search Processor
TP 2000 = Transaction Processor 2000
VS 2000 = Verification Station 2000
<PAGE>
Images of some of the
national flags in which the
Company does business.
WORLDWIDE
AFIS
USER SITES
BELGIUM - CANADA - CZECH REPUBLIC - DENMARK - GREECE - HUNGARY
IRELAND - MACAU - MALTA - NETHERLANDS - NORWAY - PORTUGAL
SWITZERLAND - UNITED KINGDOM - USA
[Picture of a mugshot monitor display]
Printrak systems provide law enforcement
agencies with the ability to integrate several
types of criminal records data, such as
fingerprint, criminal history, mugshot and
judicial records data using a single user
platform.
[Picture of component parts]
Printrak's FP 2000 provides distributed
intelligent image processing. At the point of
print capture the FP 2000 performs quality
assessment, image enhancement, automatic
extraction of fingerprint characteristics and
automatic pattern classification. Real-time
processing is made possible by its ability to
process two billion operations per second.
[Picture of a live-scan station]
Live-scan stations are used for live capture
and digitization of fingerprints.
Automated quality evaluation, print
classification and encoding take place at the
station.
[Picture of a workstation]
The IS 2000 input workstation supports entry from paper
cards. Search results can be reviewed on-screen, allowing
operators to view print images and confirm matches.
[Picture of a data storage unit]
The DSR 2000 employs RAID technology which provides
fault tolerant magnetic storage to hold fingerprint images,
mugshots and other image and text data in very
large databases, ranging in size from hundreds of
gigabytes to multiple terabytes.
[Picture of a processor]
SP 2000 search processors provide high-
speed, processor-intensive comparison of
fingerprint minutiae "maps."
<PAGE>
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, ANY SELLING STOCKHOLDER OR ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES
OR AN OFFER TO, OR A SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF.
UNTIL , 1996 (25 DAYS FROM THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Prospectus Summary......................................................................................... 4
Risk Factors............................................................................................... 6
Use of Proceeds............................................................................................ 14
Dividend Policy............................................................................................ 14
Capitalization............................................................................................. 15
Dilution................................................................................................... 16
Selected Consolidated Financial Data....................................................................... 17
Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 18
Business................................................................................................... 24
Management................................................................................................. 38
Certain Transactions....................................................................................... 45
Principal and Selling Stockholders......................................................................... 46
Description of Capital Stock............................................................................... 47
Shares Eligible For Future Sale............................................................................ 48
Underwriting............................................................................................... 50
Legal Matters.............................................................................................. 52
Experts.................................................................................................... 52
Additional Information..................................................................................... 52
Index to Consolidated Financial Statements................................................................. F-1
</TABLE>
-------------------
The Company intends to furnish to its stockholders annual reports containing
consolidated financial statements, audited by its independent auditors, and
quarterly reports containing unaudited consolidated financial data for the first
three quarters of each fiscal year.
Printrak-Registered Trademark- and the whorl logo are registered trademarks
of the Company, and BKS 2000, DSR 2000, FP 2000, IDS 2000, IS 2000, ISS 2000, LS
2000, LSS 2000, MDS 2000, MM 2000, MSS 2000, SMS 2000, SP 2000 and VS 2000 are
trademarks of the Company. This Prospectus also contains trademarks and
tradenames of other companies.
The Company was originally formed in 1974 as a business unit of the
Navigation Systems division of Rockwell International. The business and
technology of the Company were acquired by Thomas De La Rue and Company Limited
in 1981, and the Company was incorporated in California in December 1984 as "De
La Rue Printrak, Inc." In a series of transactions commencing in 1990 and ending
in 1991, the Company was acquired by management and was subsequently renamed
"Printrak International Incorporated." The Company was reincorporated in
Delaware in March 1996. As used in this Prospectus, references to the "Company"
and "Printrak" refer to Printrak International Inc. after giving effect to the
reincorporation, to its predecessor entity and to its subsidiary, Printrak
Limited, a United Kingdom corporation. The principal executive offices of the
Company are located at 1250 North Tustin Avenue, Anaheim, California 92807. The
Company's telephone number is (714) 238-2000, and the Company's address on the
World Wide Web is http://www.printrakinternational.com.
3
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION, INCLUDING "RISK FACTORS," AND CONSOLIDATED FINANCIAL STATEMENTS AND
NOTES THERETO, APPEARING ELSEWHERE IN THIS PROSPECTUS.
THE COMPANY
The Company designs, develops and manufactures automated fingerprint
identification systems (AFIS) primarily for use in law enforcement applications,
as well as in emerging applications in civil and commercial markets. The Company
believes that it is a leading worldwide supplier of AFIS systems, that it has
developed some of the most advanced AFIS technology in the industry, and that it
has sold systems which control more AFIS databases than any other company in the
world. Printrak has been a leader in the development of AFIS technology since
its inception as a division of Rockwell International, delivering the world's
first commercially available automated fingerprint systems to the FBI in 1975,
and launching a series of product innovations since that time, including the
development and introduction of the world's first distributed real-time AFIS
systems in 1994. The Company's AFIS systems have been sold in over 20 countries
and are being utilized by over 150 local, state and federal agencies. For the
fiscal year ended March 31, 1996, the Company had total revenues of $45.7
million.
The Company seeks to offer full spectrum solutions that automate law
enforcement workflow, from investigation to suspect booking through
identification, legal processing, incarceration and release. The Company
believes that its AFIS 2000 series of products provides customers with
previously unavailable, real-time search and identification capabilities. An
increasing number of law enforcement agencies have specified a requirement for
systems which provide positive identification of suspects within five minutes
after initiating a search. The Company believes that the law enforcement market
considers this capability to be "real-time."
The Company's sixth generation system, the AFIS 2000, represents a
comprehensive fully integrated systems architecture for the capture and input of
images, image processing, search processing, and database management and is
comprised of: (i) WORKSTATIONS, for fingerprint input from hard copy or
live-scan, and for data input, verification, latent search, and mugshot capture;
(ii) NETWORKS, which connect these remote devices to central sites; (iii) IMAGE
PROCESSING TECHNOLOGY, for extracting searchable features from raw fingerprints;
(iv) SCALABLE SEARCH PROCESSING TECHNOLOGY, for matching these features against
existing databases; and (v) SYSTEMS FOR STORAGE AND MANAGEMENT OF VERY LARGE
DATABASES, ranging in size from hundreds of gigabytes to multiple terabytes,
containing compressed fingerprint and other image data. The Company believes
that it is the only provider of such a comprehensive, integrated AFIS system
from a single source. In practical terms, the Company believes that the improved
work flow and quicker identification provided by its systems can result in
reduced costs and increased efficiency for law enforcement and civil and
commercial agencies, as well as improved safety for the public.
According to a 1995 report by G2 Research Inc., an independent market
research firm, the U.S. market for law enforcement information systems was
approximately $700 million in 1995 and is projected to grow to $1.6 billion by
the year 2000. The market for law enforcement information systems is highly
fragmented and is characterized by the increasing volatility of technology and
by the emergence of standards on a national level. Demand for AFIS systems in
this market is driven by the widespread existence of databases, the lack of
integration among existing law enforcement databases, and the inadequacy of
conventional batch processing methodologies.
The Company's strategy is to capitalize on the growing market for law
enforcement information systems and to complement this growth by: delivering
configurable full-spectrum solutions from a single source; selling additional
products and periodic system upgrades to its existing customer base; creating
new applications within the law enforcement market which can benefit from access
to centralized databases through existing infrastructure; extending AFIS
technology into non-law enforcement markets; advancing its technological
leadership through continued new product development efforts; and pursuing
selective acquisitions of companies with complementary technologies or customer
bases.
4
<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Common Stock Offered by the Company................... 2,000,000 shares
Common Stock Offered by the Selling Stockholders...... 500,000 shares
Common Stock Outstanding after the Offering........... 9,473,200 shares (1)
Use of Proceeds by the Company........................ To repay certain indebtedness, to undertake
capital expenditures, to pursue acquisitions
and to increase funds available for working
capital purposes. See "Use of Proceeds."
Nasdaq National Market Symbol......................... AFIS
</TABLE>
SUMMARY CONSOLIDATED FINANCIAL DATA
(In thousands, except per share data)
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-------------------------------------------------------
1992(2) 1993 1994 1995 1996
----------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
System................................................. $ 5,821 $ 19,711 $ 17,910 $ 17,553 $ 35,806
Maintenance............................................ 5,760 7,327 8,208 9,246 9,911
----------- --------- --------- --------- ---------
Total revenues....................................... 11,581 27,038 26,118 26,799 45,717
Cost of system revenues (3).............................. 3,471 11,612 9,213 10,465 21,158
Cost of maintenance revenues............................. 3,114 4,032 4,228 4,810 4,963
----------- --------- --------- --------- ---------
Gross profit............................................. 4,996 11,394 12,677 11,524 19,596
Operating expenses:
Research, development and engineering.................. 2,488 686 3,630 4,301 8,558
Selling, general and administrative.................... 3,513 5,722 7,028 7,320 9,776
----------- --------- --------- --------- ---------
Total operating expenses............................. 6,001 6,408 10,658 11,621 18,334
Operating income (loss).................................. (1,005) 4,986 2,019 (97) 1,262
Other income, net........................................ 189 1,046 984 1,341 940
Income before provision for income taxes and
cumulative effect of accounting change.................. (816) 6,032 3,003 1,244 2,202
Provision for income taxes............................... 233 244 1,001 218 366
----------- --------- --------- --------- ---------
Income before cumulative effect of accounting change..... (1,049) 5,788 2,002 1,026 1,836
Cumulative effect of accounting change (4)............... -- -- 5,750 -- --
----------- --------- --------- --------- ---------
Net income (loss)........................................ $ (1,049) $ 5,788 $ 7,752 $ 1,026 $ 1,836
----------- --------- --------- --------- ---------
----------- --------- --------- --------- ---------
Net income (loss) per share.............................. $ (0.15) $ 0.80 $ 1.08 $ 0.14 $ 0.24
----------- --------- --------- --------- ---------
----------- --------- --------- --------- ---------
Pro forma net income (5)................................. $ 2,344
---------
---------
Pro forma net income per share (5)....................... $ 0.28
---------
---------
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, 1996
--------------------------
ACTUAL AS ADJUSTED (6)
--------- ---------------
<S> <C> <C>
BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments................................... $ 3,518 $ 15,597
Working capital..................................................................... 10,916 23,796
Total assets........................................................................ 32,945 45,024
Long-term liabilities............................................................... 5,614 219
Total stockholders' equity.......................................................... 14,428 32,703
</TABLE>
- ------------------------------
(1) As of March 31, 1996, there were 1,261,009 shares of Common Stock issuable
upon exercise of outstanding stock options, of which 356,529 were then
exercisable at a weighted average exercise price of $5.79 per share, none of
which are included except for options to purchase 150,000 shares at an
exercise price of $2.50 per share which will be exercised concurrent with
this Offering. Officers and directors own 97.6% and will own 71.6% of the
shares of the Company, respectively, before and after the Offering. See
"Principal and Selling Stockholders."
(2) Period covered is from May 10, 1991 through March 31, 1992.
(3) Amount in 1996 includes additional amortization of $832,000 due to a change
in the estimated useful life of capitalized software development costs. See
Note 2 of Notes to Consolidated Financial Statements.
(4) Effective April 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, ACCOUNTING FOR INCOME TAXES. The cumulative
effect of the adoption of this statement resulted in the recognition of a
$5,750,000 gain during the year ended March 31, 1994. See Note 2 of Notes to
Consolidated Financial Statements.
(5) Pro forma net income and pro forma net income per share have been presented
to reflect the effect of the elimination of interest expense, net of tax,
associated with the repayment of $6.2 million of outstanding bank
indebtedness and the reduction in compensation paid to Richard M. Giles by
$450,000 to reflect the reconciliation of compensation paid to Mr. Giles in
fiscal 1996 to that payable under Mr. Giles' Employment Agreement in fiscal
1997. See Note 2 of Notes to Consolidated Financial Statements.
(6) Adjusted to reflect the sale of the 2,000,000 shares of Common Stock offered
by the Company hereby and the application of the net proceeds therefrom and
the exercise by two selling stockholders of stock options covering 150,000
shares of Common Stock, 110,000 of which are being sold in this Offering.
See "Capitalization" and "Use of Proceeds."
UNLESS OTHERWISE INDICATED, ALL INFORMATION PRESENTED IN THIS PROSPECTUS
REFLECTS THE SALE OF THE 2,000,000 SHARES OF COMMON STOCK OFFERED BY THE COMPANY
HEREBY AT AN ASSUMED PUBLIC OFFERING PRICE OF $10.00 PER SHARE AND THE
APPLICATION OF NET PROCEEDS THEREFROM AFTER DEDUCTING UNDERWRITING DISCOUNTS AND
COMMISSIONS AND ESTIMATED OFFERING EXPENSES PAYABLE BY THE COMPANY, AND ASSUMES
THE UNDERWRITERS' OVER-ALLOTMENT IS NOT EXERCISED. SEE "DESCRIPTION OF CAPITAL
STOCK" AND "UNDERWRITING."
5
<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following risk
factors should be carefully considered in evaluating the Company and its
business before purchasing shares of the Common Stock offered hereby. This
Prospectus includes forward-looking statements which involve risks and
uncertainties. The Company's actual results may differ significantly from the
results predicted by such forward-looking statements due to various factors,
including but not limited to those discussed below.
DEPENDENCE ON SERIES 2000 PRODUCTS AND AFIS MARKET
The Company focuses primarily on automated fingerprint identification
systems (AFIS) and has historically derived substantially all of its total
revenues from such systems. Sales and maintenance of AFIS products are expected
to continue to account for substantially all of the Company's total revenues for
the foreseeable future. The Company expects that as its Series 2000 family of
products matures, sales of such products will not continue to grow at historical
rates, and there can be no assurance that the Company will be able to sustain
the current level of such product sales. In addition, there can be no assurance
that the market for AFIS products in general, or the Company's Series 2000
products in particular, will support the Company's planned operations in the
future. Any decrease in the overall level of sales of, or the prices for, the
Company's existing family of products due to introductions of products by the
Company's present competitors, or due to increased competition from companies in
the information and database management market, whether based on new
technologies or new industry standards, a decline in the demand for AFIS
products, product obsolescence or any other reason would have a material adverse
effect on the Company's business, operating results and financial condition. See
"Risk Factors -- Impact of Competition," "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and "Business -- Technology"
and "-- Products and Services."
If the market for AFIS products fails to grow or grows more slowly than the
Company currently anticipates, or if the Company's AFIS technology does not
achieve significant market acceptance, or develops more slowly than the Company
expects, the Company's business, operating results and financial condition could
be materially adversely affected. See "Business -- Industry Background."
HISTORY OF QUARTERLY LOSSES; FLUCTUATIONS IN OPERATING RESULTS
The Company has experienced operating and net losses in four of the eight
fiscal quarters in the years ended March 31, 1995 and 1996. There can be no
assurance that the Company will be consistently profitable on either a quarterly
or annual basis. The Company's past operating results have been, and its future
operating results will be, subject to fluctuations resulting from a number of
factors, including the timing and size of orders from, and shipments to, major
customers; delays in such shipments due to custom software requirements or file
conversion requirements of customers; the timing of new product introductions by
the Company or its competitors; variations in the mix of products sold by the
Company; changes in pricing policies by the Company, its competitors or
suppliers, including possible decreases in average selling prices of the
Company's products in response to competitive pressures; the proportion of total
revenues derived from competitive bid processes; the mix between sales to
domestic and international customers; market acceptance of any new or enhanced
versions of the Company's products; the availability and cost of key components;
the availability of manufacturing capacity; and fluctuations in general economic
conditions. The Company's system revenues in any period are generally derived
from sales of products pursuant to large orders from a limited number of
customers. As the Company's gross margins on such orders can differ
substantially, the Company's overall gross margins may vary significantly on a
period to period basis. In addition, gross margins may be adversely affected by
competitive pressures, by customer requirements and by the introduction of new
products and changes in product mix. Accordingly, there can be no assurance that
the Company will be able to sustain satisfactory gross margins. The Company also
may choose to reduce prices or to increase spending in response to competition
or to pursue new market opportunities, all of which may adversely affect the
Company's business, operating results and financial condition. In addition, the
Company's system revenues have been characterized by seasonality, with a
disproportionate amount of the Company's system revenues typically occurring in
the third fiscal quarter. For example, in the quarter ended December 31, 1995,
system revenues were $15.3 million as compared to $5.4 million in the preceding
quarter and $9.9 million in the following quarter. The Company believes that the
seasonality of its system revenues
6
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result primarily from the budgeting and purchasing cycles of its customers. As a
result, the Company believes that period-to-period comparisons of its results of
operations are not meaningful and cannot be relied upon as indications of future
performance. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Quarterly Results of Operations." Due to all of the
foregoing factors, the Company's operating results may be below the expectations
of public market analysts and investors in some future quarters, which would
likely result in a decline in the trading price of the Common Stock.
DEPENDENCE ON LARGE ORDERS; CUSTOMER CONCENTRATION; LENGTHY SALES CYCLE
In any given fiscal year, the Company's revenues have principally consisted,
and will continue to consist, of large orders from a limited number of
customers. While the individual customer may vary from period to period, the
Company is nevertheless dependent upon these large orders for a substantial
portion of its total revenues. During the fiscal year ended March 31, 1996,
revenues from the State of Louisiana were $8.3 million, or 18.2% of the
Company's total revenues. During the fiscal year ended March 31, 1995, revenues
from the Criminal Intelligence Service of the Netherlands and the Royal Canadian
Mounted Police were $2.7 million, or 10%, and $2.5 million, or 9.1%,
respectively, of the Company's total revenues. During the fiscal year ended
March 31, 1994, revenues from the Royal Canadian Mounted Police were $4.1
million, or 15.7% of total revenues. There can be no assurance that the Company
will continue to obtain such large orders on a consistent basis. The Company's
inability to obtain sufficient large orders would have a material adverse effect
on the Company's business, operating results and financial condition. Moreover,
the timing and shipment of such orders may cause the operating results of the
Company in any given quarter to differ from projections of securities analysts,
which could adversely affect the trading price of the Company's Common Stock.
Losses arising from customer disputes regarding shipping schedules, product
condition or performance, or the Company's inability to collect accounts
receivable from any major customer could also have a material adverse effect on
the Company's business, operating results and financial condition.
The sale of the Company's products is often subject to delays associated
with the lengthy approval processes that typically accompany large capital
expenditures. The Company's total revenues depend in significant part upon the
decision of a government agency to upgrade and expand existing facilities, alter
workflows, and hire additional technical expertise in addition to procuring the
Company's products, all of which involve a significant capital commitment as
well as significant future support costs. The Company's systems therefore often
have a lengthy sales cycle while the customer evaluates and receives approvals
for the purchase of the Company's products, while existing workflows are
augmented so as to properly assimilate the Company's system, and while the
system is configured and shipped. Typically, six to twelve months may elapse
between a new customer's initial evaluation of the Company's system and the
execution of a contract. Another year may elapse prior to shipment of the system
as the customer site is prepared and file conversion services are completed.
During this period, the Company expends substantial funds and management effort
yet receives no associated revenue. Any significant failure by the Company to
execute a contract after expending such funds and effort could have a material
adverse effect on its business, operating results and financial condition. It
may be difficult to accurately predict the sales cycle of any large order. In
the event one or more large orders fail to be shipped as forecasted for a fiscal
quarter, the Company's total revenues and operating results for such quarter
could be materially adversely affected. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Overview" and "--
Quarterly Results of Operations."
DEPENDENCE ON CAPITAL SPENDING BY PUBLIC AGENCIES; PUBLIC AGENCY CONTRACT
CONSIDERATIONS
Substantially all of the Company's total revenues are derived from the sale
and maintenance of AFIS products delivered to domestic and foreign governmental
agencies, particularly law enforcement agencies. The decision to purchase an
AFIS system generally involves a significant commitment of capital, with the
attendant delays frequently associated with significant capital expenditures.
The Company's future performance is directly dependent upon the capital
expenditure budgets of its customers and the continued demand by such customers
for AFIS products. Many domestic and foreign governmental agencies have
experienced budget deficits that have also led to significant reductions in
capital expenditures in certain areas. The Company's operations may in the
future be subject to substantial period-to-period fluctuations as a consequence
of such industry patterns and other factors affecting capital spending. There
can be no assurance that such factors will not have a material adverse effect on
the Company's business, operating results and
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financial condition. In the United States, there has been a buildup of law
enforcement agencies' capacities through substantial capital expenditures in
recent years, which has contributed to the growth of the Company's total
revenues. There can be no assurance that such buildup will be sustained in the
future.
As public agencies, the Company's prospective customers are also subject to
public agency contract requirements which vary from jurisdiction to
jurisdiction. Future sales to public agencies will depend on the Company's
ability to meet public agency contract requirements, certain of which may be
onerous or even impossible for the Company to satisfy. In addition, public
agency contracts are frequently awarded only after formal competitive bidding
processes, which have been and may continue to be protracted, and typically
contain provisions that permit cancellation in the event that funds are
unavailable to the public agency. There can be no assurance that the Company
will be awarded any of the contracts for which its products are bid or, if
awarded, that substantial delays or cancellations of purchases will not result
from protests initiated by losing bidders. See "Business -- Sales and
Marketing."
RISK ASSOCIATED WITH EXPANSION INTO ADDITIONAL MARKETS; RELIANCE ON TEAMING
ARRANGEMENTS
The Company believes that its future performance is dependent in part upon
the Company's ability to successfully develop and commercialize products based
upon its AFIS technology for use outside of the law enforcement market. For
example, the Company believes that potential civil and commercial applications
for its AFIS technology include detection of welfare fraud, voter registration
and identification, verification of immigration status, drivers' license
identification and verification of eligibility for pension benefits. There can
be no assurance that the Company can successfully develop products for these or
any other applications, that any such products will be capable of being produced
in commercial quantities at reasonable cost, or that any such products will
achieve market acceptance. In order to pursue civil and commercial applications,
where appropriate, the Company intends to enter teaming arrangements with third
party system integrators. There can be no assurance regarding the performance of
such third parties, or the overall success, if any, of such teaming
arrangements. See "Business -- Business Strategy."
RISK OF SYSTEM DEFECTS; FAILURE TO MEET PERFORMANCE CRITERIA
Software as complex as that incorporated in the Company's systems frequently
contains errors or failures, especially when first introduced or when new
versions are released. Although the Company conducts extensive testing, it has
in the past released systems that contain defects, has discovered software
errors in certain of its enhancements and applications after their introduction
and, as a result, has experienced delays in recognizing revenues and higher
operating expenses during the period required to correct these errors. The
Company's products are generally intended for use in law enforcement operations.
As a result, the Company believes that its law enforcement customers have a
greater sensitivity to system defects than does the average consumer of software
products. In addition, the Company's contracts typically provide that the
Company's products are warranted to meet certain performance criteria concerning
response time and system availability. Failure of a customer's system to meet
these performance criteria could constitute a material breach of such contract.
Although to date the Company has not experienced material adverse effects
resulting from any software errors or performance failures, there can be no
assurance that, despite testing by the Company and by current and potential
customers, errors or performance failures will not occur in new enhancements or
applications after commencement of commercial shipments, resulting in loss of
revenue or delay in market acceptance, diversion of development resources,
damage to the Company's reputation, or increased service and warranty costs, any
of which could have a material adverse effect upon the Company's business,
operating results and financial condition. See "Business -- Product
Development."
DEPENDENCE ON SOLE SOURCE SUPPLIERS AND INDEPENDENT CONTRACT MANUFACTURERS
The Company purchases certain components used in its systems from third
parties, including computer workstations, magnetic storage devices, monitors,
circuit boards and integrated circuits. The Company's dependence on third-party
suppliers involves several risks, including limited control over pricing,
availability, quality and delivery schedules. In addition, the Company is
dependent on sole-source suppliers for certain critical components, such as the
digital signal processor MVP integrated circuits procured from Texas Instruments
Corporation and workstations procured from Digital Equipment Corporation. The
Company generally purchases sole-sourced components pursuant to purchase orders
placed in the ordinary course of business and has no guaranteed supply
arrangements with any of its sole-source suppliers. Because of the
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Company's reliance on these vendors, the Company may also be subject to
increases in component costs which could have a material adverse affect on its
business, operating results and financial condition. Any delays or shortages of
such components could cause delays in the shipment of the Company's systems. The
Company has not experienced any significant delays in deliveries from its sole
source suppliers, however, no assurance can be given that the Company will not
experience delays in deliveries of components from such suppliers in the future.
In addition, there can be no assurance that the Company will not experience
quality control problems, supply shortages or price increases with respect to
one or more of these components in the future. Any quality control problems,
interruptions in supply or component price increases with respect to one or more
components could have a material adverse effect on the Company's business,
operating results and financial condition. See "Business -- Manufacturing."
The Company relies on independent contract manufacturers for the manufacture
and assembly of certain of its products and components, such as RAID systems,
printed circuit board assemblies and optical scanning subsystems. In addition,
the Company subcontracts certain development activities to third parties.
Reliance on independent contract manufacturers and subcontractors involves
several risks, including the potential inadequacy of capacity, the
unavailability of or interruptions in access to certain process technologies and
reduced control over product quality, delivery schedules, manufacturing yields
and costs. Shortages of raw materials to or production capacity constraints at
the Company's contract manufacturers could negatively affect the Company's
ability to meet its production obligations and result in increased prices for
affected parts. Any such reduction or constraint may result in delays in
shipments of the Company's products or increases in the prices of components,
either of which could have a material adverse effect on the Company's business,
operating results and financial condition. The Company's agreements with its
current contract manufacturers generally provide that such agreements may be
terminated by the contract manufacturer with limited notice. The unanticipated
loss of any of the Company's contract manufacturers could cause delays in the
Company's ability to deliver product while the Company identifies and qualifies
a replacement manufacturer. Such an event would have a material adverse effect
on the Company's business, operating results and financial condition. There can
be no assurance that current or future independent contract manufacturers will
be able to meet the Company's requirements for manufactured products. See
"Business -- Manufacturing."
EXPOSURE TO RAPID TECHNOLOGICAL CHANGE; DEPENDENCE ON PRODUCT DEVELOPMENT
The market for the Company's AFIS systems is characterized by rapid
technological advances, changes in end user requirements, frequent new product
introductions and enhancements, and evolving industry standards. The
introduction of products by either the Company or its competitors embodying new
technologies and the emergence of new industry standards can render the
Company's existing or future products obsolete. The Company's future performance
will depend upon its ability to address the increasingly sophisticated needs of
its customers by enhancing its current products and by developing and
introducing new products on a timely basis that keep pace with technological
developments and emerging industry standards, respond to evolving end user
requirements and achieve market acceptance, while at the same time maintaining
technological compatibility with the AFIS systems used by the Company's existing
customers. The development of new, technologically-advanced products and product
enhancements is a complex and uncertain process requiring high levels of
innovation, as well as the accurate anticipation of technological and market
trends. Any failure by the Company to anticipate or adequately respond to
technological developments or end user requirements, or any significant delays
in product development or introduction, could result in a loss of
competitiveness or total revenue. In the past, the Company has occasionally
experienced delays in the introduction of new products and product enhancements.
There can be no assurance that the Company will be successful in developing and
marketing product enhancements or new products on a timely basis if at all, that
the Company will not experience difficulties that could delay or prevent the
successful development, introduction and sale of these products, or that any of
its new products and product enhancements will adequately meet the requirements
of the marketplace and achieve market acceptance. If the Company is unable, for
technological or any other reason, to develop, introduce and sell its products
in a timely manner, the Company's business, operating results and financial
condition would be materially adversely affected. From time to time, the Company
or its present or future competitors may announce new products, capabilities or
technologies that have the potential to replace or shorten the life
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cycles of the Company's existing products. There can be no assurance that
announcements of currently planned or other new products will not cause
customers to delay or alter their purchasing decisions in anticipation of such
products, which could have a material adverse effect on the Company's business,
operating results and financial condition. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business --
Competition," "-- Technology," "-- Products and Services" and "-- Product
Development."
RISKS ASSOCIATED WITH INTERNATIONAL SALES
A substantial portion of the Company's total revenues are derived from
international sales. In fiscal years 1996, 1995 and 1994, international sales
represented approximately 37.2%, 60.4% and 47.3%, respectively, of the Company's
total revenues, and the Company believes that its future performance is
dependent in part upon its ability to increase sales in international markets.
The Company intends to continue to expand its operations outside of the United
States and enter additional international markets, both of which will require
significant management attention and financial resources. There can be no
assurance, however, that the Company will be able to successfully maintain or
expand its international sales. International sales are subject to inherent
risks, including unexpected changes in regulatory requirements, tariffs and
other barriers, fluctuating exchange rates, difficulties in staffing and
managing foreign sales and support operations, greater working capital
requirements, political and economic instability and potentially limited
intellectual property protection.
A portion of the Company's sales outside of North America are denominated in
local currencies, and accordingly, the Company is subject to the risks
associated with fluctuations in currency rates. The Company has in the past
incurred losses due to fluctuating exchange rates associated with international
sales. In the future, the Company intends to regularly consider the advisability
of implementing a hedging strategy under which it would enter into forward
contracts against certain foreign currencies in an effort to minimize its
exposure on certain significant foreign currency receivables. However, such
hedging activities, if commenced, would only partially address the Company's
risks in foreign currency transactions, and there can be no assurance that this
strategy would be successful. To date, the Company has not entered into hedging
transactions. In addition, increases in the value of the dollar against foreign
currencies decrease the dollar value of foreign sales, requiring the Company
either to increase its prices in the local currency, which could render the
Company's products less competitive, or to suffer reduced revenues and gross
margins as measured in U.S. dollars. There can be no assurance that any of these
factors will not have a material adverse effect on the Company's future
international sales and, consequently, on the Company's business, operating
results and financial condition. See "Management's Discussion and Analysis of
Financial Conditions and Results of Operations -- Results of Operations -- Total
Revenues."
The Company's products are subject to restrictions on their export to and
reexport from many foreign countries. These restrictions require the Company to
obtain a validated export license prior to the sale of its products to
purchasers in such countries, thereby making many of the Company's sales to
foreign countries subject to the approval of the U.S. Department of Commerce. To
date, such requirements have not had a material adverse effect on the Company.
However, there can be no assurance that the U.S. Commerce Department will not
assume a more hostile attitude in the future towards the Company's products or,
due to the political or diplomatic climate or for human rights reasons, one or
more countries where the Company desires to sell its products. Such a change in
attitude could adversely effect the Company's ability to sell its products in
such countries, which in turn could have a material adverse effect on the
Company's business, operating results and financial condition.
RISKS ASSOCIATED WITH MANAGING EXPANSION OF OPERATIONS
Since 1992 the Company has experienced substantial growth in its total
revenues and operations, and has undergone substantial changes in its business
that have placed significant demands on the Company's management, working
capital and financial and management control systems. Failure to upgrade the
Company's operating, management and financial control systems or difficulties
encountered during such upgrades could adversely affect the Company's business,
financial condition and results of operations. Although the Company believes
that its systems and controls are adequate to address its current needs, there
can be no assurance that such systems will be adequate to address any future
expansion of the Company's business. The Company's results of operations will be
adversely affected if revenues do not increase
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sufficiently to compensate for the increase in operating expenses resulting from
any expansion and there can be no assurance that any expansion will be
profitable or that it will not adversely affect the Company's business, results
of operations and financial condition. In addition, the success of any future
expansion plans will depend in part upon the Company's ability to continue to
improve and expand its management and financial control systems, to attract,
retain and motivate key personnel. There can be no assurance that the Company
will be successful in these regards. See "Business -- Sales and Marketing," "--
Customer Service" and "-- Employees" and "Management -- Executive Officers and
Directors."
IMPACT OF COMPETITION
The market for law enforcement information systems in general, and AFIS
systems in particular, is competitive and is characterized by continuously
developing technology and frequent introductions of new features. The Company
expects competition to increase as other companies introduce additional and more
competitive products in the AFIS market and as the Company develops new
applications for its products outside of the law enforcement market.
Historically, the principal competitors in the market for AFIS systems within
the law enforcement information system market have been Printrak, Nippon
Electronics Corporation (NEC), and SAGEM Morpho, a large, privately-held company
based in France. NEC and SAGEM Morpho each has the technological and market
expertise to provide large scale AFIS solutions to law enforcement customers,
and each has substantially greater financial resources than the Company.
Recently, as applications for AFIS within law enforcement have broadened to
encompass information systems and database management, certain other competitors
have emerged. In particular, Lockheed Martin has entered the marketplace and was
awarded a contract by the FBI for the development of fingerprint matching
technology to be incorporated into a planned upgrade of the FBI's existing
fingerprint identification system. In addition, TRW Inc., in conjunction with
Cogent Technologies, has been awarded contracts for AFIS systems by the State of
Ohio and by the Home Office in the United Kingdom.
The Company believes that its ability to compete in the law enforcement
information systems market is based upon such factors as: product performance,
functionality, quality and features; price; quality of customer support
services, documentation and training; and the availability of products for
existing and future platforms. The relative importance of each of these factors
depends upon the specific customer involved, but substantially all of the
Company's sales to new customers are the result of competitive bidding for
contracts pursuant to government procurement rules, which increases the
importance of price as a competitive factor. There can be no assurance that the
Company will be able to compete successfully with the companies mentioned above,
or that new entrants, which may include large foreign companies, and some of
which may have substantially greater financial resources than the Company, will
not seek to enter the AFIS market. See "Business -- Competition."
DEPENDENCE ON INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
The Company relies on a combination of patent, copyright and trade secret
protection and nondisclosure agreements to establish and protect its proprietary
rights. The Company currently holds three patents and has two patent
applications pending in the United States, holds several patents in Europe and
Canada, and intends to file additional applications as appropriate. Patented or
patent pending items have included algorithms for image processing and
high-speed print comparison, and techniques for live-scan imaging. A number of
the Company's early patents relating to the Company's minutiae detection and
matching technology have recently expired or will expire in the near future.
Although the Company continues to implement protective measures, including
requiring all employees and certain key suppliers and consultants to the Company
to sign nondisclosure agreements, and intends to defend its proprietary rights,
policing unauthorized use of the Company's technology or products is difficult
and there can be no assurance that these measures will be successful. In
addition, the laws of certain foreign countries may not protect the Company's
proprietary rights to the same extent as do the laws of the United States. There
can be no assurance that the claims allowed by the Company's patents will be
sufficiently broad to protect the Company's technology, or that patents will
issue from any of the pending applications or, if patents do issue, that any
claims allowed would provide proprietary protection to the Company. In addition,
there can be no assurance that any patents that may be issued to the Company, or
which the Company may license from third parties, will not be challenged,
invalidated or circumvented, or that any rights granted thereunder would provide
proprietary protection to the Company.
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Litigation may be necessary to protect the Company's intellectual property
rights and trade secrets, to determine the validity of and scope of the
proprietary rights of others or to defend against claims of infringement or
invalidity. There can be no assurance that infringement, invalidity, right to
use or ownership claims by third parties will not be asserted in the future. In
addition, should the Company decide to litigate such claims, such litigation
could be expensive and time consuming, could divert management's attention from
other matters, and could materially adversely affect the Company's business,
operating results and financial condition, regardless of the outcome of the
litigation. See "Business -- Intellectual Property and Proprietary Rights."
DEPENDENCE ON KEY PERSONNEL
The Company's success depends on the continued service of key management,
sales, operations, technical and customer support personnel, including Richard
M. Giles, the Company's Chairman, Chief Executive Officer and President, and
other key executives and employees, and on its continued ability to attract,
retain and motivate qualified management, sales, operations and technical
personnel. While the Company has entered into a five-year employment agreement
with Mr. Giles, none of its other key executives or employees is subject to an
employment agreement with the Company. The competition for qualified management,
sales, operations, technical and customer support personnel is intense, and
there can be no assurance that the Company can retain its key personnel or
attract other highly qualified personnel in the future. The failure to attract
or retain such persons could have a material adverse effect on the Company's
business, operating results and financial condition. See "Business -- Employees"
and "Management."
CONTROL BY MANAGEMENT AND EXISTING STOCKHOLDERS; EFFECT OF ANTITAKEOVER
PROVISIONS
Upon consummation of this offering, Richard M. Giles, Chairman, Chief
Executive Officer and President of the Company and the present directors and
executive officers of the Company and their affiliates will, in the aggregate,
beneficially own 64.3% and 71.6%, respectively, of the outstanding Common Stock
(61.8% and 68.9%, respectively, if the Underwriters' over-allotment option is
exercised in full), including shares issuable upon exercise of options
exercisable within 60 days of the date hereof. Mr. Giles, acting alone, or all
of these stockholders, acting together, will have the ability to control the
election of the Company's directors and most other stockholders' actions and, as
a result, direct the Company's affairs and business. Such concentration may have
the effect of delaying or preventing a change of control of the Company.
Additionally, effective upon the consummation of this Offering, Mr. Giles will
be employed as the Chief Executive Officer and President of the Company pursuant
to the terms of an employment agreement with a five-year term. See "Principal
and Selling Stockholders" and "Management -- Employment and Severance
Agreements."
The Board of Directors has authority to issue up to 5,000,000 shares of
Preferred Stock, $0.0001 par value, and to fix the rights, preferences,
privileges and restrictions, including voting rights, of those shares without
any future vote or action by the stockholders. The rights of the holders of the
Common Stock will be subject to, and may be adversely affected by, the rights of
the holders of any Preferred Stock that may be issued in the future. The
issuance of Preferred Stock could have the effect of making it more difficult
for a third party to acquire a majority of the outstanding voting stock of the
Company, thereby delaying, deferring or preventing a change in control of the
Company. Furthermore, such Preferred Stock may have other rights, including
economic rights senior to the Common Stock, and, as a result, the issuance
thereof could have a material adverse effect on the market value of the Common
Stock. The Company has no present plans to issue shares of Preferred Stock.
Further, Section 203 of the General Corporation Law of Delaware prohibits
the Company from engaging in certain business combinations with interested
stockholders. These provisions may have the effect of delaying or preventing a
change in control of the Company and therefore could adversely affect the price
of the Company's Common Stock. See "Description of Capital Stock."
RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS
An important element of the Company's strategy is to review acquisition
prospects that would complement its existing product offerings, augment its
market coverage or enhance its technological capabilities or
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that may otherwise offer growth opportunities. While the Company has no current
agreements or negotiations underway with respect to any such acquisitions, the
Company may make acquisitions of businesses, products or technologies in the
future. Future acquisitions by the Company could result in potentially dilutive
issuances of equity securities, the incurrence of debt and contingent
liabilities and amortization expenses related to goodwill and other intangible
assets, any of which could materially adversely affect the Company's business,
operating results and financial condition. Acquisitions entail numerous risks,
including difficulties in the assimilation of acquired operations, technologies
and products, diversion of management's attention to other business concerns,
risks of entering markets in which the Company has no or limited prior
experience and potential loss of key employees of acquired organizations. The
Company's management has limited experience in assimilating acquired
organizations. No assurance can be given as to the ability of the Company to
successfully integrate any businesses, products, technologies or personnel that
might be acquired in the future, and the failure of the Company to do so could
have a material adverse effect on the Company's business, operating results and
financial condition. See "Use of Proceeds."
NO PRIOR PUBLIC MARKET; LIQUIDITY; PROBABLE VOLATILITY OF STOCK PRICE; DILUTION
Prior to this offering, there has been no public market for the Common Stock
of the Company, and there can be no assurance that an active market will develop
or be sustained after this offering or that the trading price of the Common
Stock will not decline below the initial public offering price. The initial
public offering price will be determined through negotiations among the Company,
the Selling Stockholders and the Representatives of the Underwriters and may not
be indicative of future market prices. See "Underwriting" for information
relating to the method of determining the initial public offering price. The
market price of the Common Stock could be subject to wide fluctuations in
response to quarterly variations in operating results, changes in earnings
estimates by analysts, announcements of technological innovations or new
products by the Company or its competitors, general conditions in the software
and computer industries or the AFIS market and other events or factors. In
addition, the securities of many technology companies have experienced extreme
price and volume fluctuations, which have often been unrelated to the operating
performance of such companies. These conditions may adversely affect the market
price of the Common Stock. See "Underwriting." Investors in this offering will
incur immediate and substantial dilution of $7.06 per share of Common Stock. See
"Dilution."
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial amounts of Common Stock in the public market following
the offering made hereby could have an adverse effect in the trading price of
the Common Stock. Upon completion of this offering, the Company will have
outstanding 9,473,200 shares of Common Stock assuming no exercise of options
after March 31, 1996 other than options for 150,000 shares which will be
exercised by selling shareholders, 110,000 of which shares are being sold in
this offering. Of these shares, the 2,500,000 shares offered hereby (2,875,000
shares if the Underwriters' over-allotment option is exercised in full) will be
freely tradeable without restriction or further registration under the
Securities Act of 1933, as amended (the "Securities Act"), unless purchased by
"affiliates" of the Company as that term is defined in Rule 144 under the
Securities Act. The remaining 6,973,200 shares of Common Stock outstanding upon
completion of this offering are "restricted securities" as that term is defined
in Rule 144. As a result of lock-up agreements between certain stockholders and
representatives of the Underwriters, approximately 6,955,600 of these restricted
securities will become available for immediate sale in the public market
beginning 180 days after the date of this Prospectus, subject in certain cases
to the volume, holding period and other restrictions of Rule 144 under the Act.
The existence of a large number of shares eligible for future sale could have an
adverse impact on the Company's ability to raise additional equity capital or on
the price at which such equity capital could be raised. See "Shares Eligible for
Future Sale" and "Underwriting."
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USE OF PROCEEDS
The net proceeds to the Company from the sale of the 2,000,000 shares of
Common Stock offered by the Company hereby (2,375,000 if the Underwriters'
over-allotment option is exercised in full) at an assumed initial public
offering price of $10.00 per share, after deducting underwriting discounts and
commissions and estimated offering expenses payable by the Company, and the
proceeds from the exercise of options to purchase 150,000 shares of Common Stock
concurrent with this Offering, are estimated to be approximately $18.3 million
($21.8 million if the Underwriters' over-allotment option is exercised in full).
The Company will not receive any proceeds from the sale of shares of Common
Stock offered by the Selling Stockholders.
The Company expects to use substantially all of the net proceeds of this
offering to repay bank indebtedness, to undertake capital expenditures, to
pursue possible acquisitions, and to increase the Company's funds available for
working capital purposes such as increasing the Company's research, development
and engineering activities and augmenting the Company's sales, marketing and
technical support organization. The Company plans to utilize approximately $4.2
million of the proceeds to repay amounts outstanding under the Company's current
revolving credit facility, which terminates in September 1997, and which bears
interest at a rate per annum equal to the bank's reference rate (8.25% at March
31, 1996) plus 0.5% or, at the Company's option, at a rate per annum equal to
the bank's London Interbank Offered Rate (LIBOR) plus 2.5%. In addition, the
Company may utilize approximately $1.6 million to repay amounts outstanding
under a term loan with such bank, which matures in September 1998, and which
bears interest at a rate per annum equal to the bank's reference rate (8.25% at
March 31, 1996) plus 0.75% or, at the Company's option, at a rate per annum
equal to the bank's LIBOR plus 2.75%. The Company also plans to utilize
approximately $400,000 to repay amounts outstanding under its other term loan
with such bank, on which principal is payable at the rate of $11,200 per month
until the loan is repaid, and which bears interest at a rate per annum equal to
the bank's reference rate (8.25% at March 31, 1996) plus 1.0%, or, at the
Company's option, at the bank's LIBOR plus 3.0%. The bank's LIBOR at March 31,
1996 was 5.5%. The interest rates on the Company's loans to the bank as of March
31, 1996 were based on one-month LIBOR contracts entered into on March 1, 1996,
at which time LIBOR was 5.31%. The Company also plans to utilize approximately
$1.5 million of the proceeds for capital expenditures related to the purchase of
equipment and systems to enhance production and customer support. A portion of
the net proceeds may also be used to pursue possible strategic acquisitions of
businesses, products or technologies complementary to those of the Company. The
Company is not currently a party to any commitments or agreements, and is not
currently involved in any negotiations, with respect to any acquisitions. Except
as stated above, the Company has not determined the amounts it plans to expend
with respect to each of the listed uses or the timing of such expenditures. The
amounts actually expended for each use may vary significantly depending on a
number of factors, including the amount of future revenues, the amount of cash
generated or used by the Company's operations, the progress of the Company's
product development efforts, technological advances, the status of competitive
products and acquisition opportunities presented to the Company. Pending such
uses, the Company intends to invest the net proceeds of this offering in
short-term, interest bearing, investment-grade securities.
DIVIDEND POLICY
The Company declared and paid a cash dividend on the shares of its Common
Stock in fiscal year 1995 in the amount of $1.0 million. Since payment of such
dividend in fiscal year 1995, the Company has not paid any cash dividends on the
shares of its Common Stock. Hereafter, the Company currently anticipates that it
will retain all available funds for use in the operation of its business, and
does not intend to pay any cash dividends in the foreseeable future. Future cash
dividends, if any, will be determined by the Board of Directors. The payment of
cash dividends by the Company is restricted by the Company's current bank credit
facility, which contains a restriction prohibiting the Company from paying any
cash dividends without the bank's prior approval, and future borrowings may
contain similar restrictions.
14
<PAGE>
CAPITALIZATION
The following table sets forth as of March 31, 1996 the actual
capitalization of the Company and the capitalization of the Company as adjusted
to give effect to (i) the sale of 2,000,000 shares of Common Stock offered by
the Company hereby, (ii) the exercise by two selling stockholders of options to
purchase 150,000 shares of Common Stock at an exercise price of $2.50, of which
110,000 shares are being sold in this Offering, and (iii) the application of net
proceeds therefrom at an assumed initial public offering price of $10.00 per
share, after deducting underwriting discounts and commissions and estimated
offering expenses payable by the Company. See "Use of Proceeds."
<TABLE>
<CAPTION>
MARCH 31, 1996
----------------------------
ACTUAL AS ADJUSTED
------------- -------------
<S> <C> <C>
Long-term obligations, net of current portion...................................... $ 5,614,000 $ 219,000
Stockholders' equity:
Preferred Stock, $0.0001 par value; 5,000,000 shares authorized, none issued or
outstanding.....................................................................
Common Stock, $0.0001 par value; 20,000,000 shares authorized, 7,323,200 shares
issued and outstanding; 9,473,200 shares issued and outstanding, as adjusted
(1)............................................................................. 1,000 1,000
Additional paid-in capital....................................................... 308,000 18,583,000
Retained earnings................................................................ 14,352,000 14,352,000
Note receivable from stockholder................................................. (300,000) (300,000)
Unrealized gain on short-term investments........................................ 41,000 41,000
Cumulative foreign exchange translation adjustment............................... 26,000 26,000
------------- -------------
Total stockholders' equity..................................................... 14,428,000 32,703,000
------------- -------------
Total capitalization......................................................... $ 20,042,000 $ 32,922,000
------------- -------------
------------- -------------
</TABLE>
- ------------------------
(1) Excludes 1,261,009 shares of Common Stock issuable upon exercise of
outstanding stock options as of March 31, 1996, of which 356,529 were then
exercisable at a weighted average exercise price of $5.79 per share. Common
Stock outstanding as adjusted includes 150,000 shares issued upon the
exercise of certain of such options, concurrent with this Offering, 110,000
of which are being sold in this Offering. See "Management -- Executive Stock
Option Plan", "-- 1994 Stock Option Plan," "-- 1996 Stock Incentive Plan"
and "-- Employee Stock Purchase Plan."
15
<PAGE>
DILUTION
The net tangible book value of the Company at March 31, 1996 was $9,581,000,
or $1.31 per share. Net tangible book value per share represents the amount of
the total tangible assets (total assets minus deferred tax asset) less total
liabilities divided by the number of shares of Common Stock outstanding. After
giving effect to the sale of the 2,000,000 shares offered by the Company hereby
(at an assumed initial public offering price of $10.00 per share) and the
application of the net proceeds therefrom (after deducting estimated offering
expenses and underwriting discounts and commissions) and the exercise of options
to purchase 150,000 shares of Common Stock at an exercise price of $2.50 per
share, the pro forma net tangible book value of the Company at March 31, 1996
would have been $27,856,000 or $2.94 per share. This represents an immediate
increase in the net tangible book value of $1.63 per share to existing
stockholders and an immediate dilution in net tangible book value of $7.06 per
share to new investors. The following table illustrates this per share dilution:
<TABLE>
<S> <C> <C>
Assumed initial public offering price....................................... $ 10.00
Net tangible book value before Offering................................... 1.31
---------
Increase in net tangible book value attributable to new investors......... 1.63
---------
Pro forma net tangible book value after Offering............................ 2.94
---------
Dilution to new investors................................................... $ 7.06
---------
---------
</TABLE>
The following table sets forth, on a pro forma basis at March 31, 1996, the
number of shares of Common Stock purchased from the Company, the average price
per share paid by existing stockholders and by purchasers of the shares of
Common Stock offered hereby (at an assumed initial public offering price of
$10.00 per share before deducting the underwriting discounts and commissions and
estimated offering expenses payable by the Company):
<TABLE>
<CAPTION>
SHARES PURCHASED (1) TOTAL CONSIDERATION (1)
----------------------- -------------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Existing Stockholders............................ 7,473,200 78.9% $ 684,000 3.3% $ 0.09
New Investors.................................... 2,000,000 21.1 20,000,000 96.7 $ 10.00
---------- ----- ------------- -----
Total........................................ 9,473,200 100.0% $ 20,684,000 100.0%
---------- ----- ------------- -----
---------- ----- ------------- -----
</TABLE>
- ------------------------
(1) Sales by the Selling Stockholders in this offering will reduce the number of
shares held by existing stockholders to 6,973,200 shares, or 73.6% of the
total number of shares to be outstanding after this Offering, and will
increase the number of shares held by new investors to 2,500,000 shares, or
26.4% of the total shares of Common Stock outstanding after this Offering.
See "Principal and Selling Stockholders."
The above calculations assume no exercise of outstanding options other than
stock options covering 150,000 shares of Common Stock, 110,000 of which are
being sold in this Offering. At March 31, 1996, 1,261,009 shares of Common Stock
were subject to outstanding options at a weighted average exercise price of
$5.97 per share under the Executive Plan and the 1994 Plan. To the extent
options in addition to those discussed above are exercised, there will be
further dilution to new investors. See "Management -- Executive Compensation"
and Note 11 of Notes to Consolidated Financial Statements.
16
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data set forth below for the periods and
the dates indicated and summary consolidated financial data are derived from the
audited consolidated financial statements of the Company. The statement of
operations data for each of the three fiscal years in the period ended March 31,
1996, and the balance sheet data at March 31, 1995 and 1996, are derived from
the audited consolidated financial statements and notes thereto that have been
audited by Deloitte & Touche LLP, independent auditors, which are included
elsewhere in this Prospectus, and are qualified by reference to such financial
statements and notes related thereto. Due to changes in the nature of its
business, the financial statements of the Company for the years ended March 31,
1994, 1995 and 1996 reflect a majority of its revenues recognized on a shipment
basis, whereas the financial statements of the Company for the years ended March
31, 1992 and 1993 reflect revenue recognition on a percentage of completion
basis. Accordingly, the Company believes that comparisons of the results of
operations between fiscal 1994, 1995 and 1996, on the one hand, and fiscal 1992
and 1993, on the other hand, may not be meaningful. The selected consolidated
financial data for the years ended March 31, 1992 and March 31, 1993 were
derived from audited financial statements not otherwise contained herein. Such
statements have been restated to reflect accounting principles consistent with
the principles applied in the financial statements and notes, which are included
elsewhere in this Prospectus. The data set forth below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Consolidated Financial Statements and Notes
thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-----------------------------------------------------
1992(1) 1993 1994 1995 1996
--------- --------- --------- --------- ---------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
System.................................................................. $ 5,821 $ 19,711 $ 17,910 $ 17,553 $ 35,806
Maintenance............................................................. 5,760 7,327 8,208 9,246 9,911
--------- --------- --------- --------- ---------
Total revenues........................................................ 11,581 27,038 26,118 26,799 45,717
Cost of system revenues (2)............................................... 3,471 11,612 9,213 10,465 21,158
Cost of maintenance revenues.............................................. 3,114 4,032 4,228 4,810 4,963
--------- --------- --------- --------- ---------
Gross profit.............................................................. 4,996 11,394 12,677 11,524 19,596
Operating expenses:
Research, development and engineering................................... 2,488 686 3,630 4,301 8,558
Selling, general and administrative..................................... 3,513 5,722 7,028 7,320 9,776
--------- --------- --------- --------- ---------
Total operating expenses.............................................. 6,001 6,408 10,658 11,621 18,334
Operating income (loss)................................................... (1,005) 4,986 2,019 (97) 1,262
Other income, net......................................................... 189 1,046 984 1,341 940
Income before provision for income taxes and
cumulative effect of accounting change................................... (816) 6,032 3,003 1,244 2,202
Provision for income taxes................................................ 233 244 1,001 218 366
--------- --------- --------- --------- ---------
Income before cumulative effect of accounting change...................... (1,049) 5,788 2,002 1,026 1,836
Cumulative effect of accounting change (3)................................ -- -- 5,750 -- --
--------- --------- --------- --------- ---------
Net income (loss)......................................................... $ (1,049) $ 5,788 $ 7,752 $ 1,026 $ 1,836
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Net income (loss) per share............................................... $ (0.15) $ 0.80 $ 1.08 $ 0.14 $ 0.24
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Pro forma net income (4).................................................. $ 2,344
---------
---------
Pro forma net income per share (4)........................................ $ 0.28
---------
---------
</TABLE>
<TABLE>
<CAPTION>
MARCH 31,
-----------------------------------------------------
1992 1993 1994 1995 1996
--------- --------- --------- --------- ---------
(In thousands)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments........................... $ 130 $ 1,222 $ 1,799 $ 1,272 $ 3,518
Working capital............................................................. 7,501 6,196 5,657 6,038 10,916
Total assets................................................................ 12,537 14,966 24,486 28,078 32,945
Long-term liabilities....................................................... 8,734 3,796 5,378 7,549 5,614
Total stockholders' equity.................................................. (1,053) 4,691 12,471 12,593 14,428
</TABLE>
- ------------------------
(1) Period covered is from May 10, 1991 through March 31, 1992.
(2) Amount in 1996 includes additional amortization of $832,000 due to a change
in the estimated useful life of capitalized software development costs. See
Note 2 of Notes to Consolidated Financial Statements.
(3) Effective April 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, ACCOUNTING FOR INCOME TAXES. The cumulative
effect of the adoption of this statement resulted in the recognition of a
$5,750,000 gain during the year ended March 31, 1994. See Note 2 of Notes to
Consolidated Financial Statements.
(4) Pro forma net income and pro forma net income per share have been presented
to reflect the effect of the elimination of interest expense, net of tax,
associated with the repayment of outstanding bank indebtedness in the amount
of $6.2 million and the reduction in compensation paid to Richard M. Giles
of $450,000 to reflect the reconciliation of compensation paid to Mr. Giles
in fiscal 1996 to that payable under Mr. Giles' Employment Agreement in
fiscal 1997. See Note 2 of Notes to Consolidated Financial Statements.
17
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The Company designs, develops and manufactures automated fingerprint
identification systems (AFIS) primarily for use in law enforcement applications,
as well as in emerging applications in civil and commercial markets. In fiscal
1996, the Company recognized increases in revenue and profitability, due
principally to the introduction and market acceptance of its AFIS 2000 series of
products. The Company believes that the introduction of its AFIS 2000 series of
products has enhanced its leadership position in the law enforcement information
systems market by providing customers with previously unavailable real-time
search and identification capabilities. A typical AFIS 2000 system generally
sells for in excess of $1.0 million, with the actual price depending on the
number of workstations, search processors and storage units required.
The Company believes that the continued development of innovative technology
will be critical to maintaining its competitive advantage. Accordingly, the
Company considers research, development and engineering to be a vital part of
its operating discipline, and continues to make substantial investments to
enhance the performance, functionality and reliability of its AFIS 2000 hardware
and software. During the past three fiscal years, the Company has invested an
average of 21.4% of its total revenues in research, development and engineering,
including amounts for capitalized software development costs. This investment
was primarily related to the continued development and introduction of the AFIS
2000 product line. While first introduced in 1994, shipments of the AFIS 2000
series of products did not begin until the third quarter of fiscal 1995. The
time lag between investments made in AFIS 2000 and the recognition of revenues
adversely impacted operating results for fiscal 1995.
In fiscal 1996, the Company changed the estimated remaining useful life of
existing capitalized software development costs due to the increased exposure to
continued modifications of the software to meet changing demands of its
customers as well as more rapid technological changes. The change resulted in
the remaining balance being fully expensed and additional costs of $832,000 in
1996. Moreover, for the year ended March 31, 1996, software development was
substantially completed concurrent with the establishment of technological
feasibility and due to the nature of the development efforts and accordingly no
costs were capitalized. Excluding the impact of the additional amortization in
fiscal 1996 due to the change in the estimated useful life of capitalized
software, net income in fiscal 1996, assuming an effective tax rate of 35%,
would have been $2,377,000.
The Company markets its products both directly to end-users through its
internal sales force and indirectly through authorized agents, distributors and
system integrators. The Company's systems often have a lengthy sales cycle while
the customer evaluates and receives approvals for the purchase of the Company's
products, while existing workflows are augmented so as to properly assimilate
the Company's systems, and while the system is configured and shipped.
Typically, six to twelve months may elapse between a new customer's initial
evaluation of the Company's system and the execution of a contract. Another year
may elapse prior to shipment of the system as the customer site is prepared and
file conversion services are completed. During the sales cycle, the Company
incurs substantial selling and marketing expenditures and expends substantial
management effort yet receives no associated revenue.
An important component of the Company's total revenues is derived from sales
to existing customers. In comparison to revenue from new customers,
substantially all of which are the result of a competitive bid process, revenues
from existing customers are principally derived from higher margin system
add-ons and upgrades. As a result, gross margins resulting from revenues from
existing customers are generally higher than those from new customers. Revenues
from existing customers were 72.8%, 51.5%, and 63.1%, respectively, of the
Company's system revenues during fiscal years 1996, 1995 and 1994, respectively.
The Company has historically derived a substantial portion of its total
revenues from sales to international customers. Specifically, the Company has
installed systems for customers in over 20 countries. Revenues from
international customers were 37.2%, 60.4%, and 47.3%, respectively, of the
Company's total
18
<PAGE>
revenues in fiscal years 1996, 1995 and 1994. The Company expects that
international revenues will continue to account for a significant portion of
total revenues, although the percentage may fluctuate from period to period.
RESULTS OF OPERATIONS
The following table sets forth certain income and expenditure items as a
percentage of total revenues for the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
---------------------------------------
1994 1995 1996
------------ ----------- ------------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
System.................................................................... 68.6% 65.5% 78.3%
Maintenance............................................................... 31.4 34.5 21.7
------ ----------- ------
Total revenues.......................................................... 100.0 100.0 100.0
Cost of system revenues..................................................... 35.3 39.0 46.3
Cost of maintenance revenues................................................ 16.2 18.0 10.8
------ ----------- ------
Total cost of revenues...................................................... 51.5 57.0 57.1
------ ----------- ------
Gross profit............................................................ 48.5 43.0 42.9
Operating expenditures:
Research, development and engineering..................................... 13.9 16.0 18.7
Selling, general and administrative....................................... 26.9 27.3 21.4
------ ----------- ------
Total operating expenditures............................................ 40.8 43.3 40.1
Operating income............................................................ 7.7 (0.3) 2.8
Other income, net........................................................... 3.8 5.0 2.0
Income before provision for income taxes and
cumulative effect of accounting change..................................... 11.5 4.7 4.8
Provision for income taxes.................................................. 3.8 0.9 0.8
------ ----------- ------
Income before cumulative effect of accounting change........................ 7.7 3.8 4.0
Cumulative effect of accounting change...................................... 22.0 -- --
------ ----------- ------
Net income.................................................................. 29.7% 3.8% 4.0%
------ ----------- ------
------ ----------- ------
</TABLE>
FISCAL YEARS ENDED MARCH 31, 1996, 1995 AND 1994
TOTAL REVENUES. The Company's net revenues are comprised of system
revenues, which include products, file conversion services, and installation;
and maintenance revenues related to hardware and software support.
Total revenues increased 70.6% to $45.7 million in 1996 from $26.8 million
in 1995, and by 2.7% in 1995 from $26.1 million in 1994. The increase in 1996
revenues is attributable to increased market acceptance of the Company's AFIS
2000 series of products, the broadening of the Company's product line, as well
as increased maintenance revenue from existing customers. Revenues in 1994 and
1995 were comprised principally of revenues from the Company's prior generation
of products. Management believes that the revenue growth from 1994 to 1995 was
impacted by the transition to the new AFIS 2000 series of products.
GROSS PROFIT. Cost of revenues primarily consist of purchased materials
procured for use in the assembly of the Company's products, manufacturing labor
and overhead, file conversion costs and maintenance costs. The Company's gross
margin may be affected by several factors, including the proportion of total
revenues derived from competitive bid processes, the mix of products sold and
the breakdown between domestic and international sales.
Gross profit increased 70.4% to $19.6 million in 1996 from $11.5 million in
1995 and decreased by 9.4% in 1995 from $12.7 million in 1994. Gross margins
related to system revenues were 40.9% in 1996, 40.4% in 1995 and 48.6% in 1994.
Gross margins related to system revenues decreased in 1995 and 1996 from 1994
due principally to higher amortization of capitalized software costs. Costs
associated with software amortization were $2.3 million, $1.3 million and $0.8
million or 6.4%, 7.4% and 4.5% of systems revenues, respectively, in 1996, 1995
and 1994. In 1994, the Company's gross margin related to software revenues was
also favorably impacted by two large contracts with unusually high gross
margins. Gross margins related to maintenance revenues were 49.9% in 1996, 48.0%
in 1995 and 48.5% in 1994. Gross margins related to
19
<PAGE>
maintenance revenues were relatively consistent in 1994 and 1995 and increased
in 1996 principally due to lower fixed overhead costs. The Company believes that
maintenance revenue margins will decrease in fiscal 1997 due to the addition of
central support resources.
RESEARCH, DEVELOPMENT AND ENGINEERING. Research, development and
engineering expenditures consist primarily of compensation paid to personnel
engaged in research, development and engineering activities, and amounts paid
for outside services and cost of materials utilized in the development of
hardware products, including prototype units. In 1996, the Company's management
reevaluated the useful life of existing capitalized software and the point at
which technological feasibility of current projects is established. The Company
determined that the remaining useful life of existing capitalized software
development was shorter than originally estimated, and as of March 31, 1996 all
previously capitalized software was fully expensed. Based upon the Company's
current product development process, technological feasibility is established
upon completion of a working model. Costs incurred between completion of the
working model and the point at which the product is ready for initial shipment
have been insignificant. Consequently, all research, development and engineering
costs in 1996 were expensed as incurred. Capitalized software development costs
were $2.7 million and $1.5 million, respectively, in 1995 and 1994.
Research, development and engineering expenditures increased 100.0% to $8.6
million in 1996 from $4.3 million in 1995 and by 19.4% in 1995 from $3.6 million
in 1994. Research, development and engineering expenditures were 18.7%, 16.0%
and 13.9%, (18.7%, 26.0% and 19.6% including capitalized software development
costs), respectively, of the Company's total revenues in 1996, 1995 and 1994.
The increase in research, development, and engineering expense for 1996 and 1995
was primarily due to the addition of personnel for the development of new
products and the continued enhancement of existing products and the
capitalization of software development costs in 1995 and 1994. The increased
expenditures, including capitalized software costs, as a percentage of total
revenues in 1995 and 1994 resulted from the development of the AFIS 2000 series
of products in advance of associated revenues.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenditures consist primarily of compensation paid to sales, marketing and
administrative personnel, payments to consultants, professional service fees,
travel and related expenses, and other marketing expenses.
Selling, general and administrative expenditures increased 34.2% to $9.8
million in 1996 from $7.3 million in 1995 and by 4.3% in 1995 from $7.0 million
in 1994. Selling, general and administrative expenditures were 21.4%, 27.3% and
26.9%, respectively, of the Company's total revenues in 1996, 1995 and 1994. The
increases in expenditures for 1996 and 1995 primarily reflect the addition of
sales, marketing and support capabilities needed to support a higher level of
revenues. Selling, general and administrative expenditures in 1996, 1995 and
1994 included $1.0 million, $0.9 million and $0.6 million, respectively, in
compensation paid to Richard Giles, the Company's Chairman, Chief Executive
Officer and President. Mr. Giles has entered into an employment agreement, which
will become effective concurrent with this Offering, providing for total
compensation of up to $550,000 in 1997 and having a term of five years. See
"Management -- Employment and Severance Agreements."
OTHER INCOME, NET. In 1991, the Company was acquired from De La Rue Inc.,
the successor-in-interest to Thomas De La Rue and Company Limited, which
acquisition was accounted for as a purchase. The excess of the fair market value
of the net assets acquired over the purchase price was recorded as a deferred
credit (negative goodwill) and was amortized on a straight-line basis over five
years. Other income, net results primarily from amortization of this deferred
credit. Approximately $1.2 million of this credit was amortized to income in
each of 1996, 1995 and 1994. As of March 31, 1996, this credit was fully
utilized. In addition, in 1995 the Company recognized income of $600,000
relating to the reversal of a previously accrued royalty reserve.
PROVISION FOR INCOME TAXES. Income tax expense was $366,000, $218,000 and
$1,001,000, respectively, in 1996, 1995 and 1994. These tax provisions are based
on the federal mandatory rate of 34% and reflect the impact of state and foreign
taxes and the utilization of net operating loss credit carryforwards. The
Company anticipates an effective tax rate of 35% for 1997.
20
<PAGE>
QUARTERLY RESULTS OF OPERATIONS
The following table sets forth statement of operations data for the eight
fiscal quarters in the years ended March 31, 1995 and 1996. This information is
unaudited, but in the opinion of the Company's management, reflects all the
adjustments (consisting of normal recurring adjustments) that the Company
considers necessary for fair representation of this information in accordance
with generally accepted accounting principles. The results for any quarter are
not necessarily indicative of results for any future period.
<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------------------------------------------------
JUN. 30 SEP. 30 DEC. 31 MAR. 31 JUN. 30 SEP. 30 DEC. 31
1994 1994 1994 1995 1995 1995 1995
----------- ----------- ----------- ----------- ----------- ----------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
System.......................... $ 3,832 $ 3,948 $ 6,382 $ 3,391 $ 5,190 $ 5,397 $ 15,280
Maintenance..................... 2,204 2,278 2,148 2,616 2,543 2,546 2,343
----------- ----------- ----------- ----------- ----------- ----------- ---------
Total revenues................ 6,036 6,226 8,530 6,007 7,733 7,943 17,623
----------- ----------- ----------- ----------- ----------- ----------- ---------
Cost of system revenues........... 1,978 2,300 3,342 2,844 3,068 3,476 8,395
Cost of maintenance revenues...... 1,162 1,277 1,319 1,053 1,230 1,298 1,400
----------- ----------- ----------- ----------- ----------- ----------- ---------
Total cost of revenues........ 3,140 3,577 4,661 3,897 4,298 4,774 9,795
----------- ----------- ----------- ----------- ----------- ----------- ---------
Gross profit...................... 2,896 2,649 3,869 2,110 3,435 3,169 7,828
Operating expenses:
Research, development and
engineering.................... 1,195 1,083 916 1,107 2,175 2,121 2,200
Selling, general and
administrative................. 1,658 1,959 1,961 1,742 2,296 2,361 2,685
----------- ----------- ----------- ----------- ----------- ----------- ---------
Total operating expenses...... 2,853 3,042 2,877 2,849 4,471 4,482 4,885
Operating income (loss)........... 43 (393) 992 (739) (1,036) (1,313) 2,943
Other income, net................. 224 207 198 712 241 300 204
Income (loss) before provision
(benefit) for income taxes....... 267 (186) 1,190 (27) (795) (1,013) 3,147
Provision (benefit) for income
taxes............................ 47 (33) 208 (4) (131) (168) 522
----------- ----------- ----------- ----------- ----------- ----------- ---------
Net income (loss)................. $ 220 $ (153) $ 982 $ (23) $ (664) $ (845) $ 2,625
----------- ----------- ----------- ----------- ----------- ----------- ---------
----------- ----------- ----------- ----------- ----------- ----------- ---------
<CAPTION>
MAR. 31
1996
-----------
<S> <C>
Revenues:
System.......................... $ 9,939
Maintenance..................... 2,479
-----------
Total revenues................ 12,418
-----------
Cost of system revenues........... 6,219
Cost of maintenance revenues...... 1,035
-----------
Total cost of revenues........ 7,254
-----------
Gross profit...................... 5,164
Operating expenses:
Research, development and
engineering.................... 2,062
Selling, general and
administrative................. 2,434
-----------
Total operating expenses...... 4,496
Operating income (loss)........... 668
Other income, net................. 195
Income (loss) before provision
(benefit) for income taxes....... 863
Provision (benefit) for income
taxes............................ 143
-----------
Net income (loss)................. $ 720
-----------
-----------
</TABLE>
The following table sets forth, as a percentage of total revenues, statement
of operations data for the eight fiscal quarters in the years ended March 31,
1995 and 1996.
<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------------------------------------------------------
JUN. 30 SEP. 30 DEC. 31 JUN. 30 SEP. 30 DEC. 31
1994 1994 1994 MAR. 31 1995 1995 1995 1995
----------- ---------- ----------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
System.......................... 63.5% 63.4% 74.8% 56.5% 67.1% 67.9% 86.7%
Maintenance..................... 36.5 36.6 25.2 43.5 32.9 32.1 13.3
----- ----- ----- ----- ----- ----- -----
Total revenues................ 100.0 100.0 100.0 100.0 100.0 100.0 100.0
Cost of system revenues........... 32.8 36.9 39.2 47.3 39.7 43.8 47.7
Cost of maintenance revenues...... 19.2 20.6 15.4 17.6 15.9 16.3 7.9
----- ----- ----- ----- ----- ----- -----
Total cost of revenues........ 52.0 57.5 54.6 64.9 55.6 60.1 55.6
----- ----- ----- ----- ----- ----- -----
Gross profit...................... 48.0 42.5 45.4 35.1 44.4 39.9 44.4
Operating expenses:
Research, development and
engineering.................... 19.8 17.4 10.7 18.4 28.1 26.7 12.5
Selling, general and
administrative................. 27.5 31.5 23.0 29.0 29.7 29.7 15.2
----- ----- ----- ----- ----- ----- -----
Total operating expenses...... 47.3 48.9 33.7 47.4 57.8 56.4 27.7
Operating income (loss)........... 0.7 (6.4) 11.7 (12.3) (13.4) (16.5) 16.7
Other income, net................. 3.7 3.4 2.3 11.9 3.1 3.8 1.2
Income (loss) before provision
(benefit) for income taxes....... 4.4 (3.0) 14.0 (0.4) (10.3) (12.7) 17.9
Provision (benefit) for income
taxes............................ 0.8 (0.5) 2.5 0.0 (1.7) (2.1) 3.0
----- ----- ----- ----- ----- ----- -----
Net income (loss)................. 3.6% (2.5)% 11.5% (0.4)% (8.6)% (10.6)% 14.9%
----- ----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- ----- -----
<CAPTION>
MAR. 31 1996
------------
<S> <C>
Revenues:
System.......................... 80.0%
Maintenance..................... 20.0
-----
Total revenues................ 100.0
Cost of system revenues........... 50.1
Cost of maintenance revenues...... 8.3
-----
Total cost of revenues........ 58.4
-----
Gross profit...................... 41.6
Operating expenses:
Research, development and
engineering.................... 16.6
Selling, general and
administrative................. 19.6
-----
Total operating expenses...... 36.2
Operating income (loss)........... 5.4
Other income, net................. 1.6
Income (loss) before provision
(benefit) for income taxes....... 7.0
Provision (benefit) for income
taxes............................ 1.2
-----
Net income (loss)................. 5.8%
-----
-----
</TABLE>
21
<PAGE>
The Company's quarterly revenues have in the past, and in the future may be
expected to fluctuate significantly. These fluctuations are the result of a
variety of factors, including: the Company's delivery cycle, variations in order
size, variations in product mix, and the timing of orders. The Company's cost of
system revenue and cost of maintenance revenue fluctuate from quarter to quarter
consistent with fluctuations in such revenues. During the past three fiscal
years, material costs as a proportion of total system costs have averaged in
excess of 80%. Accordingly, the Company generally has not achieved higher gross
margins consistent with its increase in revenues. In addition, the Company's
gross margins in any quarter may be affected by, among other factors, the mix of
products sold, the proportion of total revenues derived from competitive bid
processes and the breakdown between domestic and international sales. The
Company believes that the quarterly variability of gross margins in fiscal 1995
was the result of the number of large orders, with varying associated gross
margins, relative to total revenues. During fiscal 1996, as the number of orders
shipped and corresponding revenues increased, the overall variability of the
Company's gross margins decreased.
The Company has experienced operating and net losses in four of the eight
fiscal quarters in the years ended March 31, 1995 and 1996. There can be no
assurance that the Company will be consistently profitable on either a quarterly
or annual basis. The Company's past operating results have been, and its future
operating results will be, subject to fluctuations resulting from a number of
factors, including the timing and size of orders from, and shipments to, major
customers; delays in such shipments due to custom software requirements or file
conversion requirements of customers; the timing of new product introductions by
the Company or its competitors; variations in the mix of products sold by the
Company; changes in pricing policies by the Company, its competitors or
suppliers, including possible decreases in average selling prices of the
Company's products in response to competitive pressures; the proportion of total
revenues derived from competitive bid processes; the mix between sales to
domestic and international customers; market acceptance of any new or enhanced
versions of the Company's products; the availability and cost of key components;
the availability of manufacturing capacity; and fluctuations in general economic
conditions. The Company's system revenues in any period are generally derived
from sales of products pursuant to large orders from a limited number of
customers. As the Company's gross margins on such orders can differ
substantially, the Company's overall gross margins may vary significantly on a
period to period basis. In addition, gross margins may be adversely affected by
competitive pressures, by customer requirements and by the introduction of new
products and changes in product mix. Accordingly, there can be no assurance that
the Company will be able to sustain satisfactory gross margins. The Company also
may choose to reduce prices or to increase spending in response to competition
or to pursue new market opportunities, all of which may adversely affect the
Company's business, operating results and financial condition. In addition, the
Company's system revenues have been characterized by seasonality, with a
disproportionate amount of the Company's system revenues typically occurring in
the third fiscal quarter. For example, in the quarter ended December 31, 1995,
system revenues were $15.3 million as compared to $5.4 million in the preceding
quarter and $9.9 million in the following quarter. The Company believes that the
seasonality of its system revenues results primarily from the budgeting and
purchasing cycles of its customers. As a result, the Company believes that
period-to-period comparisons of its results of operations may not be meaningful
and cannot be relied upon as indications of future performance. Due to all of
the foregoing factors, the Company's operating results may be below the
expectations of public market analysts and investors in some future quarters,
which would likely result in a decline in the trading price of the Common Stock.
See "Risk Factors -- History of Quarterly Losses; Fluctuations in Operating
Results."
The Company currently estimates that total revenues for the quarter ended
June 30, 1996 will be slightly lower than total revenues for the quarter ended
March 31, 1996, principally due to higher than anticipated sales in the quarter
ended March 31, 1996. This sales increase resulted from (i) rescheduling of
certain shipments from the quarter ended June 30, 1996 to the quarter ended
March 31, 1996 at the request of a customer, and (ii) delays in shipments
originally scheduled to be shipped in the quarter ended December 31, 1995 but
which instead were shipped in the quarter ended March 31, 1996. The lower
revenue, combined with higher expected operating expenditures and higher
effective tax rate, is expected to result in lower operating and net income in
the quarter ended June 30, 1996 compared with the quarter ended March 31, 1996.
22
<PAGE>
RECENTLY ISSUED ACCOUNTING STANDARD
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," which requires adoption of the disclosure provisions no later
than fiscal years beginning after December 15, 1995 and adoption of the
recognition and measurement provisions for nonemployee transactions no later
than December 15, 1995. The new standard defines a fair value method of
accounting for stock options and other equity instruments. Under the fair value
method, commpensation cost is measured at the grant date based on the fair value
of the award and is recognized over the service period, which is usually the
vesting period.
Pursuant to the new standard, companies are encouraged, but are not
required, to adopt the fair value method of accounting for employee stock-based
transactions. Companies are also permitted to continue to account for such
transactions under Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," but would be required to disclose in a note to the
financial statements pro forma net income and, if presented, earnings per share
as if the company had applied the new method of accounting.
The accounting requirements of the new method are effective for all employee
awards granted after the beginning of the fiscal year of adoption. The Company
has not yet determined if it will elect to change to the fair value method, nor
has it determined the effect the new standard will have on net income and
earnings per share should it elect to make such a change. Adoption of the new
standard will have no effect on the Company's cash flows.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations primarily through cash provided by
its operations and the utilization of its revolving credit line. As of March 31,
1996, the Company's principal sources of liquidity consisted of $3.5 million of
cash and cash equivalents and a bank credit line. The Company's revolving bank
line of credit, which terminates September 1, 1997, allows for borrowings up to
$5 million and bears interest at a rate per annum equal to the bank's reference
rate (8.25% at March 31, 1996) plus 0.5% or at the bank's LIBOR rate (5.5% at
March 31, 1996) plus 2.5%. The line of credit agreements contain significant
financial and operating covenants, including restrictions on the Company's
ability to purchase its own stock and to pay cash dividends. Amounts outstanding
under this line of credit are secured by substantially all of the assets of the
Company. At March 31, 1996, $4.2 million was outstanding on the revolving credit
line.
The Company's operating activities provided net cash of $2.2 million in
1996, primarily from net income adjusted for depreciation and amortization and
an increase in accounts payable, deferred revenue and accrued liabilities,
partially offset by an increase in inventories and accounts receivable
associated with higher total revenues. The Company's operating activities
provided net cash of $1.2 million in 1995, primarily from net income adjusted
for depreciation and amortization and an increase in deferred revenue and
accounts payable, partially offset by an increase in inventories.
The Company's investing activities provided net cash of $0.9 million in
1996, primarily from the sale of the Company's headquarters for proceeds of $3.3
million, partially offset by the purchase of capital equipment of $2.2 million.
Investing activities used net cash of $3.7 million in 1995, primarily due to the
investment of $2.7 million in capitalized software development and capital
expenditures of $1.1 million.
Financing activities used net cash of $0.9 million in 1996, due to principal
payment of long-term debt of $4.1 million related to the Company's headquarters,
partially offset by proceeds from long-term debt of $3.2 million. The Company's
financing activities provided net cash of $1.9 million in 1995, primarily due to
proceeds from long-term debt of $3.6 million, partially offset by principal
payments of long-term debt of $0.6 million and a dividend payment of $1.0
million.
The Company believes that the net proceeds from this offering, together with
existing cash, cash equivalents and short-term investments, will be sufficient
to meet its cash requirements at least through the end of fiscal 1998.
23
<PAGE>
BUSINESS
The Company designs, develops and manufactures automated fingerprint
identification systems (AFIS) primarily for use in law enforcement applications,
as well as in emerging applications in civil and commercial markets. The Company
believes that it is a leading worldwide supplier of AFIS systems, that it has
developed some of the most advanced AFIS technology in the industry, and that it
has sold systems which control more AFIS databases than any other company in the
world. Printrak has been a leader in the development of AFIS technology since
its inception as a division of Rockwell International, delivering the world's
first commercially available automated fingerprint systems to the FBI in 1975,
and launching a series of product innovations since that time, including the
development and introduction of the world's first distributed real-time AFIS
systems in 1994. The Company's AFIS systems have been sold in over 20 countries
and are being utilized by over 150 local, state and federal agencies.
The Company seeks to offer full spectrum solutions that automate law
enforcement workflow, from investigation to suspect booking through
identification, legal processing, incarceration and release. The Company's sixth
generation system, the AFIS 2000, represents a comprehensive fully integrated
systems architecture for the capture and input of images, image processing,
search processing, and database management and is comprised of:
- WORKSTATIONS, for fingerprint input from hard copy or live-scan, and for
data input, verification, latent search, and mugshot capture;
- NETWORKS, which connect these remote devices to central sites;
- IMAGE PROCESSING TECHNOLOGY, for extracting searchable features from raw
fingerprints;
- SCALABLE SEARCH PROCESSING TECHNOLOGY, for matching these features against
existing databases; and
- SYSTEMS FOR STORAGE AND MANAGEMENT OF VERY LARGE DATABASES, ranging in
size from hundreds of gigabytes to multiple terabytes and containing
compressed fingerprint and other image data.
The Company believes that it is the only provider of such a comprehensive,
integrated AFIS system from a single source.
The Company believes that its AFIS 2000 series of products provides
customers with previously unavailable, real-time search and identification
capabilities. The faster search capability provided by AFIS 2000 is particularly
valuable to law enforcement agencies in that it can prevent the need to release
a subject while a fingerprint search is being conducted. An increasing number of
law enforcement agencies have specified a requirement for systems which provide
positive identification of suspects within five minutes after initiating a
search. The Company believes that the law enforcement market considers this
capability to be "real-time." The real-time identification capability of the
AFIS 2000 series of products is made possible by: its ability to both verify the
quality and process images on a distributed basis at the point of capture; its
massively parallel search processing at the back end; its open systems
architecture; and its integration of industry standards for compression, quality
and image transmission. The substantial processing power of the system allows it
to search extremely large databases in order to find a match from a pool of
unknown candidates (known as a "one to many" search), which is a much more
complex task than verifying a match of fingerprints from a single known
candidate (known as a "one to one" match). The Company believes that the
improved work flow and quicker identification provided by its systems can result
in reduced costs and increased efficiency for law enforcement and civil and
commercial agencies, as well as improved safety for the public.
The Company's objective is to reinforce its worldwide leadership in AFIS
technology for law enforcement, extend the breadth and capabilities of its
configured solutions, and position its products to become the standard for civil
and commercial applications. The key elements of the Company's strategy include:
delivering configurable full-spectrum solutions from a single source; selling
additional products and periodic system upgrades to its existing customer base;
creating new applications within the law enforcement market which can benefit
from access to centralized databases through existing infrastructure; extending
AFIS
24
<PAGE>
technology into non-law enforcement markets; advancing its technological
leadership through continued new product development efforts; and pursuing
selective acquisitions of companies with complementary technologies or customer
bases.
INDUSTRY BACKGROUND
Fingerprints are one of the oldest and most widely used means of positive
identification. Although two fingerprint patterns may be similar, no two
fingerprints have ever been found to contain identical individual ridge
characteristics. The Henry System, developed approximately 100 years ago, was a
major step forward in the use of fingerprints for identification in that it
enabled inked fingerprint forms bearing differing patterns to be placed in a
certain order, thus enabling the scope of a search to be minimized and rendering
the job of identifying an individual from a huge collection of files a viable
manual process. As a result of innovations facilitating the use of manual
fingerprint identification, law enforcement agencies and national governments
have collected hundreds of millions of fingerprint records which exist around
the world today.
In the 1960's, several companies developed approaches to automated
fingerprint matching and competed to supply matching systems to the Federal
Bureau of Investigation (FBI). The FBI ultimately purchased in the mid-1970s an
AFIS system from the Company's predecessor (which was then part of a division of
Rockwell International). That system used pattern recognition algorithms that
detected fingerprint characteristics, or minutiae, to accomplish fingerprint
matching. Minutiae-based matching thus became the DE FACTO standard for
fingerprint matching. This was followed by the development of specialized
hardware subsystems for matching which were integrated into the first AFIS
systems, and in the 1980's by further improvements in image processing and
associated hardware which enabled users to process lower quality fingerprint
images and live-scan technology which enabled the direct capture of fingerprints
without ink and paper. In 1994, the Company introduced to the market a
significant innovation in the evolution of automated identification with its
development of distributed real-time systems for accessing criminal records and
accomplishing positive identification as the arrestee is being booked and
processed.
According to a 1995 report by G2 Research Inc., an independent market
research firm, the U.S. market for law enforcement information systems was
approximately $700 million in 1995 and is projected to grow to $1.6 billion by
the year 2000. While much of the available market data encompasses only the U.S.
market for law enforcement information systems, the Company believes that as law
enforcement agencies worldwide seek to become more efficient, expenditures on
law enforcement information systems will be a growing part of aggregate law
enforcement expenditures. The Company believes that this demand for efficiency
will increase the importance of AFIS systems in the law enforcement information
systems market, as the positive identification capability of such systems
enables the various types of criminal record data to be integrated and thereby
managed and utilized more efficiently.
MARKET CHARACTERISTICS
The market for law enforcement information systems has several
characteristics which the Company believes to be important and which are set
forth below. The Company believes that markets for its AFIS technology outside
of law enforcement may share certain of these characteristics as well.
- FRAGMENTED MARKET. The Company believes that the industry serving the law
enforcement information systems market is highly fragmented. Currently,
different segments are served by a variety of independent companies and
divisions of larger companies, as well as systems integrators which attempt
to merge the products and services of these various entities into
comprehensive solutions addressing the needs of law enforcement customers.
This fragmentation results in several problems, including increased costs of
design, implementation and maintenance of systems, reduced process
efficiency and diminished quality due to disaggregation of workflows and
multiple systems.
- WIDESPREAD EXISTENCE OF DATABASES. For approximately 100 years,
fingerprints have routinely been recorded by law enforcement agencies both
to identify suspects upon arrest and to compare crime scene fingerprints
(also known as "latent" fingerprints) with already established criminal
fingerprint files. The Company believes that there are hundreds of millions
of criminal fingerprint records worldwide, and
25
<PAGE>
that these databases are dramatically larger than searchable databases for
any other biometric indicator. In addition, the proliferation of other forms
of document and image data, such as mugshots and arrest documents, has
greatly increased the amount of data required to be managed by law
enforcement agencies. Traditional approaches to this problem have included
manual search and automated batch systems. The problem with traditional
approaches is that, in the context of such a large volume of records,
performing a search can be quite costly and time consuming.
- EMERGENCE OF STANDARDS. The law enforcement marketplace for AFIS, criminal
history systems, mugshot systems, live-scan stations, and document image
storage has traditionally been served by systems integrators and a myriad of
product vendors with disparate and incompatible hardware and software
architecture. The FBI, in conjunction with the National Institute for
Standards and Technology (NIST), is in the process of developing operating
standards for live-scan and other related digital imaging systems used for
fingerprint data transmission. These standards relate to fingerprint
transmission, data interchange formats, image integrity and image
compression. The Company believes that the establishment of standards on a
national level will drive the demand for local and regional agencies to
implement new AFIS capabilities and to upgrade their AFIS systems to conform
to such standards.
- LACK OF INTEGRATION AMONG LAW ENFORCEMENT DATABASES. Criminal record
databases have traditionally been comprised of separate, unconnected
systems, which generally are incapable of integrating diverse types of data,
such as fingerprints, criminal history, mugshots and judicial records, into
a single platform for the user. Disparate technological platforms,
incompatible software protocols and lack of network connectivity, in
addition to basic physical separation of systems, have significantly
hindered the efforts of law enforcement agencies to access concurrently
these different databases in an efficient manner. This inefficiency
complicates workflow, increases costs and compromises the accuracy of the
search.
- INADEQUACY OF BATCH PROCESSING. Conventional AFIS systems are based upon
batch processing utilities which often entail the need for records to be
sent to a central site by mail and for which response times for an average
fingerprint or mugshot search have traditionally been measured in hours or
days. The slow response times and lack of integration with other criminal
record databases which characterize most current criminal history systems
cause inefficiencies in the suspect booking process, increasing the amount
of a law enforcement officer's time which must be spent booking suspects in
the station rather than serving in the field. In addition, batch processing
leads to inadequacies in the booking process as the positive identification
of suspects is usually performed after booking, and occasionally even after
release.
- TECHNOLOGY VOLATILITY. In recent years, the dramatic increase in the pace
of technological development within law enforcement information management
has placed increasing importance upon the ability of law enforcement
agencies to incorporate leading-edge capabilities into their workflows. In
addition, as the availability of AFIS systems to address a broader range of
applications accelerates, as the evolution of standards becomes more
widespread, and as the dependence by law enforcement agencies upon AFIS
systems once they have been installed increases, the need to incorporate an
integrated capability on a cost-effective basis has become an increasingly
important facet of law enforcement operations.
THE PRINTRAK SOLUTION
The Company believes that the convergence of advanced real-time
identification capabilities with the needs of the market have allowed it to
become a leading worldwide supplier of AFIS systems for use in the law
enforcement information systems market. The Company's AFIS 2000 series of
products represents a comprehensive fully-integrated systems architecture for
the capture and input of images, image processing, search processing and
database management. The modular architecture of the Company's systems allows
customers to configure workflows to meet their specialized needs, while
providing a flexible upgrade path, enabling them to choose from a variety of
add-on components as their needs evolve.
The Company's systems give law enforcement agencies the ability to integrate
several types of criminal records data, such as fingerprint, criminal history,
mugshot and judicial records data, using a single user platform. This ability
allows such agencies to increase the efficiency of their investigation, booking,
suspect
26
<PAGE>
identification, processing and release functions, thereby lowering costs and
increasing the amount of time law enforcement officers are able to spend in the
field. In addition, the real-time capabilities of the Company's AFIS 2000
systems enable law enforcement agencies to verify the identity of suspects
during the booking process, as opposed to the hours or days required by earlier
systems. The Company's AFIS 2000 systems comply with or exceed all current
industry standards for fingerprint transmission, data interchange formats, image
integrity and image compression, and the Company believes that its AFIS systems
provide search performance superior to any other products available in the AFIS
market.
BUSINESS STRATEGY
The Company's objective is to reinforce its worldwide leadership in AFIS
technology for law enforcement, extend the breadth and capabilities of its
packaged solutions, and position and package its products to become the standard
for civil and commercial applications. The key elements of the Company's
strategy include:
- DELIVER CONFIGURABLE FULL SPECTRUM SOLUTIONS FROM A SINGLE SOURCE. The
Company seeks to offer full spectrum solutions that automate law enforcement
workflow, from investigation to suspect booking through identification,
legal processing, incarceration and release. The use of a common operating
system among the various system components, and the use of common data
formats throughout the system, allow the Company to provide fully integrated
solutions across the entire breadth of applications. Moreover, to the extent
that applications for AFIS systems within the law enforcement information
systems market expand, the Company believes that its configurable systems
architecture will enable AFIS customers to adapt more effectively to
emerging technology.
- GENERATE ADDITIONAL REVENUES FROM INSTALLED CUSTOMER BASE. The Company's
AFIS systems have been sold in over 20 countries and are being utilized by
over 150 local, state and federal agencies, and the Company believes that
this installed base offers an opportunity to generate additional revenues by
extending its existing product offerings to enhance customer capabilities.
During fiscal 1996, approximately 72.8% of the Company's system revenues
were derived from sales to existing customers. As law enforcement agencies
worldwide become more dependent upon technology, as such technology becomes
more sophisticated, and as the need to integrate broader applications
becomes increasingly important, the demand for additional capabilities will
continue to be a vital facet of overall demand for law enforcement
information systems.
- INTEGRATE NEW APPLICATIONS INTO CORE PRODUCT. The Company believes that its
core product is suited to the integration of applications which are direct
extensions of its strength in positive identification, records retrieval and
data management. For example, the Company recently applied its expertise in
image storage and processing and its existing database system to provide
integrated document image storage to certain law enforcement customers. In
addition, the Company believes that it may be possible to provide real-time
distributed fingerprint processing capability to law enforcement officers in
the field through mobile data capture and processing terminals, to
corrections officials in prisons, or to court officials in the criminal
justice system.
- EXPAND AFIS SALES INTO NON-LAW ENFORCEMENT MARKETS. With the advent of
real-time response, live-scan technology and expert matching systems that
reduce time-consuming operator activities, the Company believes that AFIS
technology could have applications in non-law enforcement markets. Potential
civil applications for fingerprint technology include detection of welfare
fraud, voter registration and identification, verification of immigration
status, drivers' license identification and verification of eligibility for
pension benefits. In addition, the Company believes that other emerging
commercial markets may be receptive to a non-invasive biometric indicator to
support functions such as identity confirmation at the point of sale, credit
card integrity checks, health care identification, and controlled access to
high-security facilities, networks and databases. As is the case with the
law enforcement market, many of these civil and commercial applications
require "one to many" search capability. Requests for proposals have been
issued in certain states and other countries for applications such as
welfare fraud identification, voter registration and immigration control.
The Company believes that its ability to search large databases in real-time
opens many potential markets for AFIS technology which were previously
closed due to the slow response times of earlier systems. In order to pursue
this
27
<PAGE>
objective, where appropriate, the Company intends to enter into teaming
arrangements with prominent systems integrators. To date, in collaboration
with Electronic Data Systems Corp. (EDS), the Company has sold an AFIS
system for use by the Los Angeles County Welfare Department. The Company has
also sold an AFIS system for use for immigration control purposes by the
Belgian Ministry of Justice.
- MAINTAIN AFIS TECHNOLOGY LEADERSHIP. The Company is committed to
maintaining its technology leadership in AFIS systems within the law
enforcement information systems market. The Company considers research,
development and engineering to be a vital part of its operating discipline,
and continues to make substantial investments to enhance the performance,
functionality and reliability of its AFIS 2000 hardware and software. The
Company believes that it is one of a limited number of companies with the
technical capability and industry experience to develop large-scale AFIS
systems, and has utilized new technology to increase significantly the speed
with which fingerprint searches can be conducted. For example, fingerprint
and other image storage has been migrated from optical storage to magnetic
storage, resulting in a substantial reduction in the time required to access
fingerprint images in order to verify potential matches. Storage of
fingerprint minutiae and description information in RAM rather than on disk
drives greatly decreases the time required to perform pre-search filtering
and retrieval of minutiae data by the matchers. These and other advances
have resulted in real-time response capability. The Company believes that
its proprietary systems for integrating and deploying these new technologies
in order to provide customers with complete solutions and increased product
functionality constitute a significant competitive advantage. The Company
intends to continue to pursue this advantage by developing new systems
employing emerging technologies developed both by others and by its own
in-house research, development and engineering personnel.
- ACQUIRE COMPLEMENTARY BUSINESSES. From time to time the Company intends to
review acquisition prospects that would complement its existing product
offerings, augment its market coverage, enhance its technological
capabilities, or which may offer growth opportunities. For example, the
Company believes that the acquisition of providers of complementary products
and software to the law enforcement industry and their associated customer
bases would permit the Company to enhance its position as a leading supplier
of AFIS systems to the law enforcement information systems market. In
addition, such acquisitions may expand the Company's capability to enter new
markets which would benefit from AFIS technology. However, there can be no
assurance that suitable candidates will be available or, because of
competition from other potential purchasers or other business reasons, that
the Company will be able to consummate acquisitions on satisfactory terms.
At the present time, the Company does not have any arrangement or
understanding with respect to any acquisition transactions.
TECHNOLOGY
The Company's technology strategy is to develop standardized software and
hardware AFIS solutions incorporating both off the shelf and proprietary
hardware and software. The Company strongly believes that the key to satisfying
current customers and expanding into emerging markets is utilizing its
fingerprint expertise and proprietary products derived from its law enforcement
experience.
The Company believes that its experience in development of fingerprint
technology is more extensive than that of any industry competitor. The Company
believes that the real-time "one to many" search capability of its systems
represents a key competitive advantage, and that the design features of the
Company's systems yield an inherent scalability which allows additional user
sites to be added to the system without compromising response times.
Some of the core technological features of the Company's AFIS systems are as
follows:
- DISTRIBUTED INTELLIGENT IMAGE PROCESSING (the Fingerprint Processor 2000,
or FP 2000). The FP 2000 permits immediate quality assessment, image
enhancement, automatic extraction of fingerprint characteristics (encoding
minutiae and features for expert matching), and automatic pattern
classification. The FP 2000 performs these functions at the point of print
capture, which provides the Company's AFIS 2000 system with a distributed
processing capability that is one of its key distinguishing features. The
FP 2000's distributed processing capability, which encompasses the ability
to
28
<PAGE>
process two billion operations per second using an industry standard
"SCSI" interface, makes real-time processing possible. This distributed
processing capability has significantly increased in speed and decreased
in price through utilization of recent advances in semiconductor
technology.
- PROPRIETARY ALGORITHMS. The Company has developed over two decades a
range of algorithms for such processes as image enhancement, minutiae
extraction, pattern classification and recognition, print quality
assessment, matching for "one to one" and "one to many" applications, and
expert matching for unattended searches. The Company believes that the
proprietary nature of these algorithms, the significant investment it has
made in their development, and its continuing in-house research,
development and engineering expertise in algorithms provide it with a
competitive advantage.
- HIGH SPEED MATCHING CAPABILITY (THE MINUTIAE MATCHER 2000, OR MM
2000). The Company develops and manufactures proprietary matcher hardware
that significantly improves the speed and cost effectiveness of minutiae
comparisons compared to conventional software based solutions. Because
each fingerprint can include 100 or more minutiae points in a "map" and
each "map" must be rotated and offset for comparison against databases
that can include millions of stored fingerprint images, both processing
speed and accuracy become extremely critical. The Company's MM 2000
provides the necessary processing power to host the demanding and robust
algorithms which enable accuracy to be maintained even in an environment
characterized by very large databases.
- SCALABLE SYSTEMS ARCHITECTURE. The Company has designed and developed its
technology to facilitate a scalable architecture which allows the customer
to enhance processing capability as the size of the customer's database
increases, without compromising performance. For example, the Company's
primary search processing technology, the SP 2000, employs a massively
parallel system architecture; the Company's image processing technology,
the FP 2000, is distributed to the point of capture; and the Company's
primary storage technology, the DSR 2000, employs a RAID array that is
redundant, fault tolerant, scalable, and capable of providing rapid data
access. This system design flexibility, the ability to tailor system
functionality, and the ability to expand storage or search capacity allows
the Company's customers to take advantage of technological developments
and product innovations over time without redesigning or replacing a
Printrak system once it is in place.
- EXPERTMATCHING. This capability eliminates the need for operator review
of matching results. This system, when combined with the Company's high
speed matching capability and search processing technology, also
eliminates the need for human operator review prior to the initiation of a
search. This development is critical to the ability to market AFIS systems
to markets in which customers have no fingerprint experience or expertise
but nevertheless require accuracy and fast response times.
PRODUCTS AND SERVICES
The Company develops and markets a broad range of software and hardware
products directly to the law enforcement market place. In addition, the Company
markets its core fingerprint acquisition, matching and storage products to
system integrators for incorporation into civil or commercial applications and
is considering selectively marketing its products to some of these markets
directly. The Company's objective in developing its family of products is to
offer to its customers integrated solutions which encompass configurable
standard products.
Printrak's sixth-generation AFIS system the AFIS 2000, is based on UNIX open
systems hardware and software designed to meet a wide variety of functional
needs in a single system. The Company's principal products perform the following
functions:
- TENPRINT ENTRY
Input stations (the IS 2000) support entry from paper cards and live-scan
stations (the LSS 2000) are used for live-capture (digitization) of
fingerprints. Printrak's philosophy of distributing intelligent image
processing (through the FP 2000) speeds entry and improves data quality.
Automated quality
29
<PAGE>
evaluation, print classification, and encoding take place at the
workstations. Interfaces to criminal history files allow on-line transfer of
data, further improving operator efficiency. Search results can be reviewed
on-screen, allowing operators to view print images and confirm matches.
- LATENT ENTRY
Latent stations (the LS 2000) allow entry of single prints from
scene-of-the-crime lifts, photographs of prints, or even prints on evidence
items (e.g., chemically developed from paper). User-friendly print encoding
may be manual (via mouse) or automatic. Search results are reviewed
on-screen, allowing operators to view print images and confirm matches.
- SINGLE-FINGER ENTRY
Identity and enrollment booking stations (the BKS 2000) digitize one or two
prints directly from an individual's finger. This feature allows immediate
verification of identity ("one to one" matching) or fast search ("one to
many" searching), both functions that are crucial to civil and commercial
fingerprint applications. The system typically returns a match/no-match
result without requiring operator review.
- VERIFICATION AND MUGSHOT DISPLAY
The Verification Station 2000 (the VS 2000) allows the user to review the
results of a latent or tenprint search against a database and determine
whether a match has been made. The MDS 2000 permits remote access to mugshot
lineups for suspect identification.
- DATA STORAGE/RETRIEVAL (THE DSR 2000) AND IMAGE STORAGE SERVER (THE ISS
2000) SUBSYSTEMS
Fault tolerant magnetic storage holds fingerprint images, mugshots, and
other image and text data. Retrieval times are measured in seconds,
supporting the real-time response required for today's AFIS applications.
Scalable architecture allows the system to be tailored to support specific
customer requirements. Printrak believes that it was the first AFIS vendor
to migrate to RAID technology, which is faster, more compact, more reliable
and more easily configurable than optical disk technology.
- SEARCH PROCESSORS (THE SP 2000)
The SP 2000 is comprised of specialized hardware (the MM 2000) and flexible
architecture to allow the AFIS 2000 to meet specific customer needs for
database type, capacity, response time, and print comparison workload. The
SP 2000 performs high-speed, processor-intensive comparisons of fingerprint
minutiae "maps." Its functions are the key to positively identifying
individuals for all types of applications. The MM 2000's matching
capabilities represent a substantial increase in processing speed over the
Company's previous generation of matcher.
In addition, the Company provides the following services to complement its
product offerings:
- FILE CONVERSION
The file conversion function converts agencies' tenprint cards into
electronic form. This process includes capture of images, entry or download
of descriptive data, automatic encoding and classification of prints,
extraction of additional print feature data (if EXPERTMATCHING is selected),
quality review, identification of duplicates, database creation, database
synchronization, and database loading. Other services performed include the
conversion of palm print and mug-shot records and the conversion of data
from existing databases on older Printrak platforms to a format compatible
with the AFIS 2000.
- SYSTEM MAINTENANCE
The Company typically warrants its AFIS 2000 system for a period of 12
months, which warranty includes full support and maintenance. In addition,
the Company sells annual maintenance contracts to most of its customers,
which provide for system maintenance, ongoing technical support,
documentation and training.
The selling price of the Company's typical AFIS system, containing the
foregoing features, generally exceeds $1.0 million.
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<PAGE>
PRODUCT DEVELOPMENT
The Company considers research, development and engineering to be a vital
part of its operating discipline, and continues to make substantial investments
in research, development and engineering to enhance the performance,
functionality and reliability of its AFIS 2000 hardware and software. At March
31, 1996, the Company had 78 full-time employees engaged in research,
development and engineering activities, and also was utilizing the services of
21 specialized contract employees in this area. During the fiscal year ended
March 31, 1996, the Company spent $8.6 million on research, development and
engineering activities, and the Company intends to continue to invest in product
development.
The Company's hardware development efforts are currently focused on
increasing the speed and accuracy and reducing the cost of the Company's FP 2000
fingerprint processing boards and its MM 2000 matcher boards. The Company has
also begun to develop low-cost live-scan devices for access to AFIS networks,
including single finger live scanners intended to be used in the field by law
enforcement officers.
The Company's software development activities are currently focused on
increasing the functionality of the Company's workstation software and
developing systems to configure workflow to a customer's requirements. In
addition, the Company is actively engaged in the development of standard
interfaces for communication with the FBI's integrated AFIS system (IAFIS)
currently under development and local criminal history files.
NON-LAW ENFORCEMENT MARKETS
With the advent of real-time response, live-scan technology and expert
matching systems that reduce time-consuming operator activities, the Company
believes that AFIS technology could have applications in non-law enforcement
markets. Potential civil applications for fingerprint technology include
detection of welfare fraud, voter registration and identification, verification
of immigration status, drivers' license identification and verification of
eligibility for pension benefits. In addition, the Company believes that other
emerging commercial markets may be receptive to a non-invasive biometric
indicator to support functions such as identity confirmation at the point of
sale, credit card integrity checks, health care identification, and controlled
access to high-security facilities, networks and databases. As is the case with
the law enforcement market, many of these civil and commercial applications
require the verification of an individual's fingerprint against a database of
several hundred thousand records ("one to many" searching). Requests for
proposals have been issued in certain states and other countries for
applications such as welfare fraud identification, voter registration, and
immigration control. The Company believes that its ability to search large
databases in real-time opens many potential markets for AFIS technology which
were previously closed due to the slow response times of earlier systems. In
order to pursue this objective, where appropriate, the Company intends to enter
into teaming arrangements with prominent systems integrators. To date, in
collaboration with Electronic Data Systems Corp. (EDS), the Company has sold an
AFIS system for use by the Los Angeles County Welfare Department. The Company
has also sold an AFIS system for use for immigration control purposes by the
Belgian Ministry of Justice.
A September 1995 U.S. General Accounting Office Report selected fingerprint
identification over hand geometry, retina scanning, voice verification and
signature verification as the most viable method for verifying a government
benefit recipient's identity in an electronic benefits transfer environment.
Fingerprint identification was selected because of (1) its universal acceptance
as a positive means of identity verification and (2) its extensive history of
reliability in the law enforcement arena.
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<PAGE>
CUSTOMERS AND GEOGRAPHIC MARKETS
The Company has focused its marketing efforts on developing long-term
relationships with national, regional, and local law enforcement agencies around
the world. In addition, the Company markets its fingerprint capture, processing,
storage and retrieval products directly and through system integrators to
national, regional, and local agencies for use in non-law enforcement
applications. The following is a list of current customers who have purchased
$100,000 or more of new systems or major system upgrades, or who have purchased
in excess of $40,000 of maintenance services from the Company in the last five
years or, where italicized, facilities at which the Company's system is
utilized:
UNITED STATES GOVERNMENT AGENCIES
Federal Bureau of Investigation, Washington D.C.
U.S. Secret Service, Washington D.C.
U.S. Postal Service, Memphis, Tennessee
ARKANSAS
Arkansas State Police, Little Rock
ARKANSAS STATE POLICE CRIME LAB, LITTLE ROCK
LITTLE ROCK POLICE DEPARTMENT, LITTLE ROCK
CALIFORNIA
Orange County Sheriff/Forensic Science Services,
Santa Ana
San Jose Police Department, San Jose
Electronic Data Systems (EDS)
LOS ANGELES COUNTY SOCIAL SERVICES, NORWALK*
ALAMEDA COUNTY SOCIAL SERVICES, OAKLAND*
CONTRA COSTA COUNTY SOCIAL SERVICES, MARTINEZ*
SAN FRANCISCO CITY AND COUNTY DEPT. OF SOCIAL SERVICES*
DELAWARE
Delaware State Police, Dover
WILMINGTON POLICE DEPARTMENT, WILMINGTON
New Castle Police Department, New Castle
DISTRICT OF COLUMBIA
Washington Metropolitan Police Department, Washington D.C.
FLORIDA
Florida Department of Law Enforcement (FDLE),
Tallahassee
FDLE, FORT MYERS
FDLE, JACKSONVILLE
FDLE, ORLANDO
FDLE, PENSACOLA
FDLE, TAMPA
FDLE, TALLAHASSEE
Boca Raton Police Department, Boca Raton
Broward County Sheriff's Office, Fort Lauderdale
Collier County Sheriff's Office, Naples
Lee County Sheriff's Office, Fort Myers
Metro Dade Police Department, Miami
METRO DADE DEPARTMENT OF CORRECTIONS AND JUVENILE ASSESSMENT CENTER, MIAMI
Miami Beach Police Department, Miami Beach
Miami Police Department, Miami
Monroe County Sheriff's Office, Key West
Orange County Sheriff's Office, Orlando
Palm Beach County Sheriff's Office, W. Palm Beach
Pinellas County Sheriff's Office, Clearwater
St. Petersburg Police Department, St. Petersburg
GUAM
Guam Police Department, Agana
INDIANA
Indiana State Police, Indianapolis
INDIANA STATE POLICE CRIME LAB, EVANSVILLE
INDIANA STATE POLICE, FORT WAYNE
INDIANA STATE POLICE CRIME LAB, LOWELL
IOWA
Iowa Department of Public Safety (IDPA), Des Moines
IDPA, CEDAR RAPIDS
IDPA, DAVENPORT
IDPA, SIOUX CITY
IDPA, WATERLOO POLICE
KANSAS
Kansas Bureau of Investigation, Topeka
Johnson County Sheriff's Office, Mission
Sedgwick County Sheriff's Department, Wichita
Topeka Police Department, Topeka
Wichita Police Department, Wichita
KENTUCKY
Kentucky State Police, Frankfort
KENTUCKY STATE POLICE, LEXINGTON
KENTUCKY STATE POLICE, LOUISVILLE
LOUISIANA
Louisiana Department of Public Safety and Corrections,
Baton Rouge
BATON ROUGE POLICE DEPARTMENT, BATON ROUGE
JEFFERSON PARISH SHERIFF'S OFFICE, GRETNA
LAFAYETTE PARISH SHERIFF'S OFFICE, LAFAYETTE
LOUISIANA STATE POLICE BUREAU OF IDENTIFICATION
NEW ORLEANS POLICE DEPARTMENT, NEW ORLEANS
SHREVEPORT POLICE DEPARTMENT, SHREVEPORT
MARYLAND
Baltimore City Police Department, Baltimore
BALTIMORE COUNTY POLICE DEPARTMENT, TOWSON
Montgomery/Prince George's County Police Department,
Silver Spring
MINNESOTA
Bureau of Criminal Apprehension, St. Paul
MINNEAPOLIS POLICE DEPARTMENT, MINNEAPOLIS
ST. PAUL POLICE DEPARTMENT, ST. PAUL
NEBRASKA
Nebraska State Patrol Criminal Identification Division, Lincoln
OMAHA POLICE DEPARTMENT, OMAHA
NORTH PLATTE CRIME LAB, GERING
NEVADA
Las Vegas Metropolitan Police Department, Las Vegas
NEW MEXICO
New Mexico State Police, Santa Fe
Albuquerque Police Department, Albuquerque
Las Cruces Police Department, Las Cruces
NEW YORK
Nassau County Police Department, Mineola
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<PAGE>
NORTH CAROLINA
North Carolina State Bureau of Investigation, Raleigh
FAYETTEVILLE POLICE DEPARTMENT, FAYETTEVILLE
GASTON COUNTY POLICE DEPARTMENT, GASTONIA
GASTONIA POLICE DEPARTMENT, GASTONIA
Beaufort County Sheriff's Office, Washington
Cumberland County Sheriff's Department, Fayetteville
Durham Police Department, Durham
Forsythe County Sheriff's Department, Winston-Salem
Greenville Police Department, Greenville
Guilford County Police Department, Greensboro
City of Charlotte/Mecklenberg County, Charlotte
Rocky Mount Police Department, Rocky Mount
Wake City/County Identification Bureau, Raleigh
Winston-Salem Police Department
NORTH DAKOTA
North Dakota Bureau of Criminal Investigation, Bismarck
OKLAHOMA
Oklahoma State Bureau of Investigation, Oklahoma City
OKLAHOMA COUNTY SHERIFF'S OFFICE, OKLAHOMA CITY
TULSA POLICE DEPARTMENT, TULSA
PUERTO RICO
Puerto Rico Police, Hato Rey
SOUTH CAROLINA
South Carolina Law Enforcement Division, Columbia
SULLIVAN COUNTY SHERIFF'S DEPARTMENT, BLOUNTVILLE
Aiken County Sheriff's Office, Aiken
Charleston Police Department, Charleston
Greenville County Sheriff's Department,
Greenville
Florence County Sheriff's Office, Effingham
North Charleston Police Department, North Charleston
Richland County Sheriff's Department, Columbia
Rock Hill Police Department, Rock Hill
TENNESSEE
Tennessee Bureau of Investigation, Nashville
TENNESSEE BUREAU OF INVESTIGATION CRIME LAB, DONELSON
Knox County Sheriff's Department, Knoxville
Knoxville Police Department, Knoxville
Memphis Police Department, Memphis
Shelby County Sheriff's Department, Memphis
TEXAS
Harris County Sheriff's Department, Houston
Houston Police Department, Houston
VIRGINIA
Northern Virginia Regional Identification System,
Fairfax
U.S. VIRGIN ISLANDS
U.S. Virgin Islands Police, St. Croix
U.S. Virgin Islands Public Safety Department, St. Thomas
INTERNATIONAL SITES
BELGIUM
Belgium Ministry of Interior, Brussels
Belgium Ministry of Justice, Brussels*
CANADA
Royal Canadian Mounted Police, Ottawa, Ontario
Durham Regional Police, Durham, Ontario
Gloucester Regional Police, Ottawa, Ontario
Hamilton Wentworth Regional Police Force, Hamilton,
Ontario
Metropolitan Toronto Police Force, Toronto, Ontario
Niagara Regional Police Force, St. Catherines, Ontario
Ottawa/Carleton Regional Police Service,
Ottawa, Ontario
Peel Regional Police Force, Brampton, Ontario
Royal Canadian Mounted Police Forensic ID Services,
Vancouver, British Columbia
Service de Police de la Communaute Urbaine de Montreal,
Montreal, Quebec
Surete du Quebec, Montreal, Quebec
Windsor Police Service, Windsor, Ontario
Vancouver Police Department, Vancouver, British Columbia
York Regional Police Force, Newmarket, Ontario
CZECH REPUBLIC
Czech Republic Ministry of Interior, Praha
POLICIE CESKE REPUBLIKY, PRAHA
DENMARK
Danish National Police, National Central
Bureau of Identification, Copenhagen
GREECE
Greece Ministry of Public Order, Athens
DIRECTORATE OF CRIMINAL RESEARCH OF NORTHERN GREECE, THESSALONIKI
HUNGARY
Hungarian Ministry of Interior, Budapest
HUNGARIAN NATIONAL POLICE, BUDAPEST
IRELAND
An Garda Siochana, Dublin
MACAU
Policia Judiciaria, Macau
Servicos de Identificao de Macau
MALTA
Ministry of the Interior and Justice, Floriana
NETHERLANDS
National Police Force, Division of Criminal Intelligence
Service, Zoetermeer
AMSTERDAM POLICE FORCE, AMSTERDAM
HOOFD BUREAU VAN POLITIE, ROTTERDAM
NORWAY
Norwegian Police Data Processing Center,
Oslo
PORTUGAL
Policia Judiciaria, Lisboa
SAUDI ARABIA
Saudi ARAMCO, Dhahran
SWITZERLAND
Swiss Department of Justice and Police, Bern
Swiss Central Police Bureau Identification Section, Bern
Federal Office for Refugees Identification Section, Bern
UNITED KINGDOM
Metropolitan Police Service, New Scotland Yard, London
Cambridgeshire Constabulary, Huntingdon
City of London Police Department
Kent County Constabulary Fingerprint Services, Kent
Royal Ulster Constabulary Fingerprint Services, Belfast,
N. Ireland
West Midlands Police Authority, Birmingham
- ------------------------------
* Non-law enforcement installations
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<PAGE>
SALES AND MARKETING
The Company markets its products both directly to end-users through its
internal sales force and indirectly through authorized agents, distributors and
systems integrators. The Company employs a total of 30 individuals in sales and
marketing. In North America, the Company markets its products primarily through
a direct sales force, which as of March 31, 1996 consisted of seven
representatives. Internationally, the Company utilizes both a direct sales force
and authorized agents to sell its products. As of March 31, 1996, the Company
had two dedicated international sales representatives. To pursue civil and
commercial opportunities, the Company also intends to team with prominent
systems integrators. During the fiscal years ended March 31, 1996, 1995 and
1994, international sales represented 37.2%, 60.4% and 47.3%, respectively, of
the Company's total revenues. For sales through its authorized agents,
distributors and systems integrators, the Company generally is directly involved
in developing proposal documents and negotiating contract terms. The proportion
of indirect sales varies from period to period.
Support for the direct sales staff is available from an applications
engineering group whose members are available for pre-and post-sale technical
support, which includes travelling with sales representatives to help explain
the system, defining solutions for customers, configuring systems for proposal
activity and supporting the implementation process.
The Company's products are generally sold through a formal bid process when
sold to new customers. The combination of the time needed for various agencies
to secure funding for systems, the request for proposal ("RFP") and bid process,
the execution of actual contracts, and installation, means that the time from
the Company's initial contact with a customer to a complete installation of a
system can range up to several years. While this long sales cycle requires
significant investments of working capital and sales force time, the Company
believes that it also serves as a barrier to entry for smaller companies and as
an early indicator of potential competitors. For existing customers, the Company
often completes sales pursuant to a sole source contract or purchase order,
which generally reduces the sales cycle time. See "Risk Factors -- Dependence on
Large Orders; Customer Concentration; Lengthy Sales Cycle" and "-- Dependence on
Capital Spending by Public Agencies; Public Agency Contract Considerations."
CUSTOMER SERVICE
The Company believes that customer service and support are critical to its
success and has committed significant resources to these functions. The Company
provides on-site maintenance services for its AFIS systems five days per week,
eight hours per day, during normal working hours and telephone support twenty-
four hours per day, seven days per week. Printrak's service organization
includes customer service engineers, who provide on-site support and
maintenance, and product support engineers, who are primarily located in the
Company's headquarters facility or in regional offices. As of March 31, 1996,
the Company had 67 individuals employed in customer service and support roles.
In addition, Printrak also hires and trains its own support staff throughout the
world rather than relying on third-party maintenance services. The Company sells
annual maintenance contracts to most of its customers, which provide for system
maintenance, ongoing technical support, documentation and training.
Typically, the price of an AFIS 2000 system includes a 12 month warranty,
which includes full support and maintenance. Individual components are typically
warranted for 90 days. The Company accounts for the cost of warranty support
against system sales, rather than as maintenance.
BACKLOG
The Company measures its backlog of system revenues as orders for which
contracts or purchase orders have been signed, but which have not yet been
shipped and for which revenues have not yet been recognized. The Company
typically ships its products within six to nine months after receiving an order.
However, such shipments may be delayed due to any delays which occur in the
delivery of components, by any special software requirements of the customer, or
by delays in converting the customer's files for use in the Company's system
prior to shipment. At March 31, 1996, the Company's system revenues backlog was
approximately $28.8 million, compared to $11.5 million at March 31, 1995 and
$10.8 million at March 31, 1994.
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Substantially all of the Company's backlog as of March 31, 1996 is expected
to be shipped during the current fiscal year, with the average lead time being
approximately eight months. Certain orders comprising backlog may set forth
requirements for custom software development or data file conversion which may
require extensive work to be completed prior to shipment. Any failure of the
Company to meet an agreed upon schedule could lead to the cancellation of the
related order. Variations in the size, complexity and delivery requirements of
the customer order may result in substantial fluctuations in backlog from period
to period. The Company believes that it is important for competitive reasons and
to better satisfy customer requirements to reduce order lead times and expects
that the Company's backlog may decrease on a relative basis over time.
Accordingly, the Company believes that backlog cannot be considered a meaningful
indicator of future financial performance.
MANUFACTURING
The Company's manufacturing operations consist primarily of integration and
testing of off the shelf components, such as computers and disks, and of
subsystems and assemblies. Substantially all subsystems and assemblies are made
under contract to the Company's specifications. The Company does relatively
little primary assembly. Systems go through several levels of testing, including
configuration to customer orders and testing with current release software,
prior to shipment.
The Company generally purchases major contracted assemblies from single
vendors in order to ensure high quality, prompt delivery and low cost. The
Company does, however, qualify second sources for most components, contracted
assemblies and purchased subsystems, or has identified alternate sources of
supply. The Company believes that its open systems architecture facilitates
substitution of components or software when this becomes necessary or desirable.
All single source procurements are reviewed individually. The Company has from
time to time experienced delays in shipments as a result of the availability of
component parts and assemblies, although the Company has never failed to meet a
contractual requirement as a result of such delays. There can be no assurance
that the Company will not experience such problems in the future, or that such
problems will not have a material adverse effect on the Company's operations.
See "Risk Factors -- Dependence on Sole Source Suppliers and Independent
Contract Manufacturers."
As a turnkey supplier of AFIS solutions, the Company also provides a file
conversion service which allows the customer's existing database of hardcopy
records to be electronically encoded prior to delivery of a Printrak AFIS system
so that operation can begin on "day one" with capabilities fully available. This
file conversion service is performed at the Company's headquarters located in
Anaheim, California.
COMPETITION
The market for law enforcement information systems in general, and AFIS
systems in particular, is competitive and is characterized by continuously
developing technology and frequent introductions of new features. The Company
expects competition to increase as other companies introduce additional and more
competitive products in the law enforcement information systems market and as
the Company develops new applications for its products outside of the law
enforcement market. Historically, the principal competitors in the market for
AFIS systems within the law enforcement information systems market have been
Printrak, Nippon Electronics Corporation (NEC), and SAGEM Morpho, a large,
privately-held company based in France. NEC and SAGEM Morpho each has the
technological and market expertise to provide large scale AFIS solutions to law
enforcement customers, and each has substantially greater financial resources
than the Company.
Recently, as applications for AFIS within law enforcement have broadened to
encompass information systems and database management, certain other competitors
have emerged. In particular, Lockheed Martin has entered the marketplace and was
awarded a contract by the FBI for the development of fingerprint matching
technology to be incorporated into a planned upgrade of the FBI's existing
fingerprint identification system. This upgrade is intended to permit the
"paperless" utilization of fingerprint data and allow the elimination of
fingerprint cards by the FBI. The Company was not selected as a contractor for
this project. However, the Company believes that the FBI's efforts to create a
"paperless" fingerprint identification system will play an important role in
furthering the development of the market for the Company's
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<PAGE>
systems as state and local law enforcement agencies seek the capability to
interface electronically with FBI records. In addition, TRW Inc., in conjunction
with Cogent Technologies, has been awarded contracts for AFIS systems by the
State of Ohio and by the Home Office in the United Kingdom.
In the ten fingerprint live-scan market, the Company has three principal
competitors: Identix Incorporated, Digital Biometrics, Inc. (DBI), and
Fingermatrix Inc. The nature of competition in this market is centered primarily
on system functionality, image quality, price, service and ease of integration
into other systems within the customer's environment.
The Company believes that its ability to compete in the law enforcement
information systems market is based upon such factors as: product performance,
functionality, quality and features; price; quality of customer support
services, documentation and training; and the availability of products for
existing and future platforms. The relative importance of each of these factors
depends upon the specific customer involved, but substantially all of the
Company's sales to new customers are the result of competitive bidding for
contracts pursuant to government procurement rules, which increases the
importance of price as a competitive factor. The Company believes that the
length of its customer relationships and its ability to offer fully integrated
real-time solutions fulfilling a variety of needs within law enforcement allows
the Company to gain a competitive advantage in system performance and cost.
Nevertheless, there can be no assurance that the Company will be able to compete
successfully with the companies mentioned above, or that new entrants, which may
include large foreign companies, and some of which may have substantially
greater financial resources than the Company, will not seek to enter the law
enforcement information systems market.
In civil and commercial applications for fingerprint identification
technologies, the Company competes primarily with SAGEM Morpho and Cogent
Technologies, both in association with various partners. The Company competes in
these markets on the basis of system functionality, price and service. In
addition, the Company may in the future face competition in these markets from
other biometric indicators such as hand geometry and retinal scanning.
INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
The Company relies on a combination of patent, copyright and trade secret
protection and nondisclosure agreements to establish and protect its proprietary
rights. The Company currently holds three patents and has two patent
applications pending in the United States, holds several patents in Europe and
Canada, and intends to file additional applications as appropriate. Patented or
patent pending items have included algorithms for image processing, high-speed
print comparison and live-scan imaging techniques. A number of the Company's
early patents relating to the Company's minutiae detection and matching
technology have recently expired or will expire in the near future. Although the
Company continues to implement protective measures, including requiring all
employees and certain key suppliers and consultants to the Company to sign
nondisclosure agreements, and intends to defend its proprietary rights, policing
unauthorized use of the Company's technology or products is difficult and there
can be no assurance that these measures will be successful. In addition, the
laws of certain foreign countries may not protect the Company's proprietary
rights to the same extent as do the laws of the United States. There can be no
assurance that the claims allowed by the Company's patents will be sufficiently
broad to protect the Company's technology, or that patents will issue from any
of the pending applications or, if patents do issue, that any claims allowed
would provide proprietary protection to the Company. In addition, there can be
no assurance that any patents that may be issued to the Company, or which the
Company may license from third parties, will not be challenged, invalidated or
circumvented, or that any rights granted thereunder would provide proprietary
protection to the Company. See "Risk Factors -- Dependence on Intellectual
Property and Proprietary Rights".
FACILITIES
The Company leases an approximately 88,000 square foot facility in Anaheim,
California, from a company controlled by the Company's Chief Executive Officer
pursuant to a lease which expires in May 2000. See "Certain Transactions". This
building is used as the Company's headquarters and includes
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<PAGE>
administration, engineering and development, marketing and sales, customer
service, and manufacturing facilities. The Company also leases an office in
Basingstoke, England which is used for both sales and customer support
activities.
The Company believes that these facilities are adequate for its current
needs and that suitable additional or substitute space will be available in the
future to accommodate expansion of the Company's operations.
EMPLOYEES
At March 31, 1996, Printrak had a total of 262 employees, including 240 in
the United States and 22 in foreign countries.
Competition in recruiting personnel for technology companies is intense. The
Company believes that its success in the future will depend in part on its
continued ability to recruit and retain highly skilled management, marketing and
technical personnel.
None of the Company's employees is represented by a labor union. The Company
has experienced no work stoppages and believes that its employee relations are
good.
LEGAL PROCEEDINGS
From time to time, the Company may be involved in litigation relating to
claims arising out of its operations in the normal course of business. As of the
date of this Prospectus, the Company is not a party to any legal proceedings,
the adverse outcome of which, in management's opinion, individually or in
aggregate, would have a material adverse effect on the Company's results of
operations or financial position.
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MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------- --- ---------------------------------------------------------------------
<S> <C> <C>
Richard M. Giles................. 48 Chairman of the Board, Chief Executive Officer and President
Charles L. Smith................. 61 Chief Operating Officer and Director
John G. Hardy.................... 47 Vice President, Engineering and Director
David L. McNeff.................. 48 Vice President, Sales and Director
Kevin P. McDonnell............... 34 Chief Financial Officer and Director
Daniel J. Driscoll............... 37 Vice President, Marketing and Product Division
Susanna H. Bennett............... 41 Vice President, Treasurer and Secretary
</TABLE>
RICHARD M. GILES joined the Company as Chief Financial Officer in May 1989,
became President and Chief Executive Officer and a Director in June 1990 and has
served as Chairman of the Board since April 1991. Prior to joining Printrak,
from 1988 to 1989, Mr. Giles served as Chief Financial Officer for subsidiaries
of De La Rue, p.l.c., an international financial printing company. From 1986 to
1988 Mr. Giles served as Managing Director of Boardman Panels & Boards, a
printed circuit board company in the United Kingdom. From 1983 to 1986, Mr.
Giles served as Financial Controller and Finance Director of Racal Marine Radar
Ltd., a manufacturer of defense electronics and marine radar equipment. In 1994,
Mr. Giles was named Entrepreneur of the Year in the turnaround category by Inc.
Magazine for the Orange County, California region. Mr. Giles received a first
class honors degree in chemistry and mathematics from Bristol University.
CHARLES L. SMITH joined the Company as Director of Operations in August
1989, served as Vice President of Operations from January 1990 to March 1990,
has been Chief Operating Officer since April 1990, and became a Director of the
Company in June 1990. Prior to joining Printrak, Mr. Smith was employed for
approximately two years as Vice President, Operations for EG&G Corporation, a
manufacturer of defense related products. Prior to 1987, Mr. Smith was Executive
Vice President of Dolphin Systems, a manufacturer of computer data storage
devices, and held various positions, including Division General Manager, with
Computer Automation, a manufacturer of mini-computer systems. Mr. Smith received
a B.S. degree in Industrial Management from California State University, Long
Beach. Mr. Smith currently plans to retire in December 1996, continuing to serve
as a Director of the Company.
JOHN G. HARDY has served as Vice President of Engineering since April 1990
and as a Director of the Company since June 1990. He joined the Company in
October 1989 as Director of Software Engineering. Prior to joining Printrak,
from 1985 to 1989, Mr. Hardy was employed as Senior Vice President of
Engineering by Color Systems Technology, Inc., a company which converts black
and white movies to color. From 1978 to 1985, Mr. Hardy was employed by
Technology Service Corporation, a manufacturer of image simulation products, as
Manager of its imaging systems business unit. Prior to 1978, Mr. Hardy held
various engineering positions with Xontech, Inc., a manufacturer of x-ray
equipment, and with the radar systems division of Hughes Aircraft Company. Mr.
Hardy received a B.S. in electrical engineering from the University of Utah in
1972 and a M.S. in electrical engineering from the University of Southern
California in 1975.
DAVID L. MCNEFF has served the Company as Vice President, Sales and
Marketing and a Director since November 1991. He joined the Company in 1985 and
served as Director of North American Sales from 1990 to 1991 and as Director,
Systems Engineering, Proposals and Contracts from 1989 to 1990, and as Manager
of Programs and Contracts from 1985 to 1989. Prior to joining Printrak, from
1978 to 1985, Mr. McNeff was employed as Program Manager for Magnavox Advanced
Products and Systems Co., which develops and manufactures high speed chips and
printed circuit boards for government agencies. Mr. McNeff received his B.A.S.
degree from Biola University and two masters degrees from the same institution,
all with highest honors.
38
<PAGE>
KEVIN P. MCDONNELL joined the Company as Chief Financial Officer and a
Director in October 1995. Prior to joining Printrak, from 1992 to 1995, Mr.
McDonnell was employed as Chief Financial Officer and Vice President of Finance
by Mobile Technology, Inc., a medical services company. From 1987 through 1992,
he held various positions with Teradata Corporation and the Teradata Database
Business Unit of the NCR Division of AT&T, a manufacturer of massively parallel
database systems, including Corporate Controller from 1989 to 1992, Director of
Corporate Financial Planning and Analysis in 1989 and Assistant Treasurer from
1987 to 1989. Mr. McDonnell received a B.A. in Finance from Loyola Marymount
University and a J.D. from Loyola Law School.
DANIEL J. DRISCOLL has served as Vice President, Marketing and Product
Division since September 1995. He joined the Company as Director of Marketing in
August 1993. Prior to joining Printrak, from October 1992 to August 1993, Mr.
Driscoll was employed as Director of Marketing and Product Development for the
Hoskins division of Sheldahl, Inc., which division manufacturers aviation
illumination systems. From 1989 to 1992, Mr. Driscoll was employed by Cymbolic
Sciences International, a manufacturer of film recorders, as Vice President,
Marketing and Product Development. Prior to 1989, Mr. Driscoll was employed by
Lincoln Laser Company, a manufacturer of laser scanning systems, as Vice
President of its Systems Division, and by Intel Corporation as a Senior
Industrial Engineer in its advanced manufacturing technology group. Mr. Driscoll
received a B.S. in industrial engineering from Arizona State University.
SUSANNA H. BENNETT has served as Vice President, Treasurer since April 1996
and as Corporate Secretary since September 1992. Ms. Bennett joined the Company
in March 1987 and served as Vice President of Finance from April 1995 to March
1996, Controller from April 1989 to March 1995 and Finance Manager from 1987 to
1989. Prior to joining Printrak, Ms. Bennett served in accounting and management
positions, from 1985 to 1987 at MDB Systems, and from 1984 to 1985 at
Excel-O-Corp., manufacturers of computer peripheral devices. Ms. Bennett
received a B.A. with honors in Accounting from California State University,
Fullerton and a M.B.A. from Pepperdine University.
All members of the Company's Board of Directors hold office until the next
annual meeting of stockholders or until their successors are elected and
qualified. Officers serve at the discretion of the Board of Directors.
Within sixty days of completion of this Offering, the Company intends to
appoint two outside directors to fill existing vacancies on the Board of
Directors. At such time, the Board of Directors intends to form a Compensation
Committee which will be responsible for determining salaries, incentives and
other forms of compensation for executive officers and other employees of the
Company and administrating various incentive compensation plans. In addition,
the Company intends to form an Audit Committee, which will also include the two
outside directors, and which will be responsible for overseeing the actions
taken by the Company's independent auditors and reviewing the Company's internal
financial controls.
The Company's directors currently do not receive cash compensation for
attendance at Board of Directors or committee meetings. However, in the future,
non-employee directors may receive compensation for attendance and may be
reimbursed for certain expenses in connection with attendance at board and
committee meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended March 31, 1996, the Company had no Compensation
Committee or other committee of the Board of Directors performing similar
functions. Decisions regarding compensation of executive officers were made by
the Board of Directors, all of whom are officers and employees of the Company.
The Company anticipates that executive compensation for future periods will be
determined by the Compensation Committee, when constituted.
39
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth compensation earned during the fiscal year
ended March 31, 1996, by the Company's Chief Executive Officer and the four
other most highly compensated executive officers whose total salary and bonus
during such year exceeded $100,000 (collectively, the "Named Executive
Officers") and a selected executive officer:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL -------------
COMPENSATION (2) SECURITIES
-------------------- UNDERLYING
NAME AND PRINCIPAL POSITION SALARY BONUS OPTIONS (#)
- --------------------------------------------------------- --------- --------- -------------
<S> <C> <C> <C>
Richard M. Giles (1) .................................... $ 500,000 $ 500,000 0
Chief Executive Officer
Charles L. Smith ........................................ 148,706 87,406 0
Chief Operating Officer
John G. Hardy ........................................... 148,706 37,177 0
Vice President, Engineering
David L. McNeff ......................................... 148,706 37,177 48,000
Vice President, Sales
Daniel J. Driscoll ...................................... 117,986 32,440 56,000
Vice President, Marketing
and Product Division
Kevin P. McDonnell (3) .................................. 73,836 43,750 72,000
Chief Financial Officer
</TABLE>
- ------------------------
(1) Mr. Giles has entered into an employment agreement, which will become
effective concurrent with this Offering, providing for an initial base
salary of $350,000 and having a term of five years. See "Employment and
Severance Agreements."
(2) Other annual income in the case of each Named Executive Officer consisted
principally of perquisites which, in each instance, did not exceed the
lesser of $50,000 or 10% of salary plus bonus.
(3) Mr. McDonnell joined the Company as Chief Financial Officer in October 1995
at an annual base salary of $160,000. Although not a Named Executive Officer
for the fiscal year ending March 31, 1996, the Company anticipates that he
will so qualify in future years.
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company has entered into an employment agreement with Richard M. Giles,
which will become effective concurrent with this Offering, for a term expiring
five years from the effective date of this Offering, pursuant to which he will
serve as Chief Executive Officer and President of the Company. The Employment
Agreement provides for a base salary of $350,000 per year, with annual raises to
be determined by the Compensation Committee. Mr. Giles will also be eligible for
certain bonus payments and to participate in incentive compensation and other
employee benefit plans established by the Company from time to time. Mr. Giles'
employment agreement provides for a severance benefit equal to eighteen months'
base salary in the event of termination of his employment by the Company under
certain circumstances.
The Company has agreements with a number of executive officers and several
key employees which grant such officers and employees severance benefits upon
termination by the Company. Such benefits range in amount from six to twelve
months' base salary.
40
<PAGE>
OPTION GRANTS. The following table sets forth certain information
concerning grants of options to each of the Named Executive Officers and a
selected executive officer during the year ended March 31, 1996:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM (3)
OPTIONS EMPLOYEES IN PRICE EXPIRATION ----------------------
NAME GRANTED (#) FISCAL YEAR(1) ($/SHARE) DATE (2) 5% ($) 10% ($)
- ---------------------------------------- ----------- -------------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
David L. McNeff......................... 16,000 2.7% 7.50 2/13/06 140,623 294,999
16,000 2.7% 12.50 2/13/06 60,623 214,999
16,000 2.7% 18.75 2/13/06 0 114,999
Daniel J. Driscoll...................... 8,000 1.3% 6.25 12/18/05 80,312 157,499
16,000 2.7% 7.50 2/13/06 140,623 294,999
16,000 2.7% 12.50 2/13/06 60,623 214,999
16,000 2.7% 18.75 2/13/06 0 114,999
Kevin P. McDonnell...................... 14,400 2.4% 6.25 12/18/05 144,561 283,499
14,400 2.4% 12.50 12/18/05 54,561 193,499
14,400 2.4% 15.00 12/18/05 18,561 157,499
14,400 2.4% 18.75 12/18/05 0 103,499
14,400 2.4% 22.50 12/18/05 0 49,499
</TABLE>
- ------------------------
(1) Options to purchase an aggregate of 601,209 shares of Common Stock were
granted to employees, including the Named Executive Officers, during the
year ended March 31, 1996.
(2) Options granted have a term of 10 years, subject to earlier termination in
certain events related to termination of employment.
(3) Based on an assumed initial offering price of $10.00 per share. In
accordance with the rules and regulations of the Securities and Exchange
Commission, such gains are based on assumed rates of annual compound stock
appreciation of 5% and 10% from the date on which the options were granted
over the full term of the options. The rates do not represent the Company's
estimate or projection of future Common Stock prices, and no assurance can
be given that the rates of annual compound stock appreciation assumed for
the purposes of the table will be achieved.
OPTION EXERCISES AND FISCAL YEAR-END VALUES. The following table sets forth
certain information regarding option exercises during the fiscal year ended
March 31, 1996 by the Named Executive Officers:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS AT FISCAL THE-MONEY OPTIONS AT
SHARES YEAR-END (#) FISCAL YEAR-END ($) (1)
ACQUIRED ON VALUE -------------------------- --------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------ ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John G. Hardy....................... 120,000 450,000 120,000 160,000 900,000 1,200,000
</TABLE>
- ------------------------
(1) Calculated by determining the difference between the assumed initial public
offering price of $10.00 per share and the exercise price of the options.
41
<PAGE>
STOCK PLANS
EXECUTIVE STOCK OPTION PLAN
The Company adopted the Executive Stock Option Plan (the "Executive Plan")
in May 1992. The Executive Plan provides for the granting of "incentive stock
options," within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code") and nonstatutory options. The Executive Plan
currently allows the Company to grant options to purchase shares of the
Company's Common Stock and restricted stock grants covering an aggregate of
676,800 shares of the Company's Common Stock, which may be granted to directors,
officers, employees and consultants of the Company, except that incentive stock
options may not be granted to non-employee directors or consultants. The purpose
of the Executive Plan is to provide participants with incentives which will
encourage them to acquire a proprietary interest in, and continue to provide
services to, the Company. The Executive Plan is administered by the Compensation
Committee, which has sole discretion and authority, consistent with the
provisions of the Executive Plan, to determine which eligible participants will
receive options, the time when options will be granted, the terms of options
granted and the number of shares which will be subject to options granted under
the Executive Plan. As of March 31, 1996, there were 566,000 options outstanding
under the Executive Plan at a weighted average exercise price of $6.67 per
share, of which 10,000 options will be exercised by John Hardy, an employee and
director of the Company, at an exercise price of $2.50 per share, and the shares
sold in this offering.
1994 STOCK OPTION PLAN
The Company adopted the 1994 Stock Option Plan (the "1994 Plan") in December
1993. The 1994 Plan provides for the granting of "incentive stock options,"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and nonstatutory options. The 1994 Plan provides for
options to purchase shares of the Company's Common Stock and restricted stock
grants covering an aggregate of 744,000 shares of the Company's Common Stock may
be granted to directors, officers, employees and consultants of the Company,
except that incentive stock options may not be granted to non-employee directors
or consultants. The purpose of the 1994 Plan is to provide participants with
incentives which will encourage them to acquire a proprietary interest in, and
continue to provide services to, the Company. The 1994 Plan is administered by
the Compensation Committee, which has sole discretion and authority, consistent
with the provisions of the 1994 Plan, to determine which eligible participants
will receive options, the time when options will be granted, the terms of
options granted and the number of shares which will be subject to options
granted under the 1994 Plan. As of March 31, 1996, there were 695,009 options
outstanding under the 1994 Plan at a weighted average exercise price of $5.41
per share, of which 140,000 options will be exercised by Chris Tiller, a former
employee of the Company, at an exercise price of $2.50 per share and 100,000 of
the shares sold in this offering.
1996 STOCK INCENTIVE PLAN
The Company adopted the 1996 Stock Incentive Plan (the "1996 Plan") in April
1996. The 1996 Plan provides for the granting of "incentive stock options,"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and nonstatutory options. The 1996 Plan provides for
options to purchase shares of the Company's Common Stock and restricted stock
grants covering an aggregate of 500,000 shares of the Company's Common Stock may
be granted to directors, officers, employees and consultants of the Company,
except that incentive stock options may not be granted to non-employee directors
or consultants. In addition, the 1996 Plan provides each non-employee director
of the Company who is initially elected as a director during the term of the
Director Plan shall be granted an option consisting of 10,000 shares of Common
Stock, which option shall vest and become exercisable at the rate of 25%
immediately and 25% on each anniversary of such director's initial election
during the three-year period following the grant date. In addition, upon
reelection as a director for each year of such non-employee director's term of
office such non-employee director shall receive an additional option covering
2,000 shares of Common Stock, with the same vesting schedule, subject to the
limitations set forth in the 1996 Plan. The purpose of the 1996 Plan is to
provide participants with incentives which will encourage them to acquire a
proprietary interest in, and continue to provide services to, the Company. The
1996 Plan is administered by the Compensation Committee, which has sole
discretion and authority, consistent with the
42
<PAGE>
provisions of the 1996 Plan, to determine which eligible participants will
receive options, the time when options will be granted, the terms of options
granted and the number of shares which will be subject to options granted under
the 1996 Plan. As of March 31, 1996, there were no options outstanding under the
1996 Plan.
For each of the Company's stock option plans, the exercise price of
incentive stock options must at least be equal to the fair market value of a
share of Common Stock on the date the option is granted (110% with respect to
optionees who own at least 10% of the outstanding Common Stock). Nonstatutory
options shall have an exercise price of not less than 85% of the fair market
value of a share of Common Stock on the date such option is granted (110% with
respect to optionees who own at least 10% of the outstanding Common Stock). The
exercise price of all options granted under the Plan to non-employee directors
shall be 100% of the fair market value of the Common Stock on the date of grant,
and all such options shall have a term of 10 years. Payment of the exercise
price may be made in cash, by delivery of shares of the Company's Common Stock
or, potentially, through the delivery of a promissory note. The Compensation
Committee has the authority to determine the time or times at which options
granted under the Plan become exercisable, provided that options must expire no
later than ten years from the date of grant (five years with respect to
optionees who own at least 10% of the outstanding Common Stock). Options are
nontransferable, other than upon death by will and the laws of descent and
distribution, and generally may be exercised only by an employee while employed
by the Company or within three months after termination of employment (one year
for termination resulting from death or disability).
EMPLOYEE STOCK PURCHASE PLAN
The Company's Employee Stock Purchase Plan (the "Purchase Plan") was adopted
by the Board of Directors and approved by the Company's stockholders in April
1996, covering an aggregate of 100,000 shares of Common Stock. The Purchase
Plan, which is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code, will be implemented by six-month
offerings with purchases occurring at six-month intervals commencing on the date
of this Prospectus. For the initial offering period, the offering period will
commence on the effective date for the Purchase Plan and conclude on December
31, 1996. The Purchase Plan will be administered by the Compensation Committee.
Employees will be eligible to participate if they are employed by the Company
for at least 30 hours per week and if they have been employed by the Company for
at least one year. The Purchase Plan permits eligible employees to purchase
Common Stock through payroll deductions, which may not exceed 15% of an
employee's compensation. The price of stock purchased under the Purchase Plan
will be 85% of the lower of the fair market value of the Common Stock at the
beginning of the six-month offering period or on the applicable purchase date.
Employees may end their participation in the offering at any time during the
offering period, and participation ends automatically on termination of
employment. The Board may at any time amend or terminate the Purchase Plan,
except that no such amendment or termination may adversely affect options
previously granted under the Purchase Plan. The Purchase Plan will in all events
terminate on December 31, 2006.
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
The Company's Bylaws provide that the Company will indemnify its directors
and officers and may indemnify its employees and other agents to the fullest
extent permitted by law. The Company believes that indemnification under its
Bylaws covers at least negligence and gross negligence by indemnified parties,
and permits the Company to advance litigation expenses in the case of
stockholder derivative actions or other actions, against an undertaking by the
indemnified party to repay such advances if it is ultimately determined that the
indemnified party is not entitled to indemnification. Prior to the closing of
this Offering, the Company expects to have in place liability insurance for its
officers and directors.
In addition, the Company's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors' fiduciary duty as a director to the Company and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the directors' fiduciary duty, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Delaware law. In addition, each director will
43
<PAGE>
continue to be subject to liability for breach of the director's duty of loyalty
to the Company for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
The Company has entered into separate indemnification agreements with its
directors and officers. These agreements require the Company, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers (other than liabilities
arising from actions not taken in good faith or in a manner the indemnitee
believed to be opposed to the best interests of the Company) to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified and to obtain directors' insurance if available on
reasonable terms. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable. The Company believes that its Certificate of
Incorporation and Bylaw provisions and indemnification agreements are necessary
to attract and retain qualified persons as directors and officers.
44
<PAGE>
CERTAIN TRANSACTIONS
On May 13, 1995, the Company sold its facility located at 1250 North Tustin
Avenue, Anaheim, California (the "Property") to RICOL, LLC, a California limited
liability company ("RICOL") which is controlled by Richard M. Giles, the
Company's Chairman, President and Chief Executive Officer, for a total purchase
price equal to $4,630,000, which was equal to the appraised fair market value of
the Property plus $70,000, to cover certain closing costs. Such purchase price
was paid to the Company by delivery of cash in the amount of $3,400,000 and a
promissory note in the principal amount of $1,230,000, which note bears interest
at the rate of 10% per annum and principal on which note is payable at the rate
of $38,000 per year until fully paid. Such purchase was financed by RICOL by
borrowing $3,400,000 from Union Bank and executing a promissory note in the
principal amount of $3,400,000 and a related deed of trust on the Property.
Pursuant to a Loan Guaranty dated May 12, 1995, the Company unconditionally
guaranteed such obligations of RICOL to Union Bank. Such guarantee was
terminated in May 1996. In connection with such transaction, the Company and
RICOL entered into a lease for the Property for a term of five years, expiring
May 12, 2000, with rent of $58,930 per month, subject to increases based on
increases in the Consumer Price Index, not to exceed 6% or be less than 2%
during any year of such term, which rent was comparable to rents being charged
for similar properties at the time of execution of such lease. The Company
believes that the transactions described above were on terms as favorable to the
Company as they would have been if they had been with unrelated third parties.
Mr. Giles has advised the Company that he intends to use a portion of the
proceeds from his sale of shares in this offering to repay RICOL's promissory
note in favor of the Company.
From time to time, the Company has made loans to Mr. Giles, which loans have
been evidenced by promissory notes issued to the Company by Mr. Giles. During
fiscal 1996, the principal amount outstanding under such loans ranged from
$23,000 to $147,000, and all of such loans had been repaid as of February 1996.
In February 1996, the Company loaned Mr. Giles $150,000 for personal reasons.
Such loan bears interest at the rate of 5.5% per annum, and principal and
accrued interest on such loan are due as of March 1, 1998. Mr. Giles has advised
the Company that he intends to use a portion of the proceeds from his sale of
shares in this offering to repay such loan.
In November 1994, the Company loaned to Charles L. Smith, the Company's
Chief Operating Officer, the sum of $50,000. In February 1996, the Company
granted Mr. Smith a bonus in the amount of the balance of such loan, through the
forgiveness of such indebtedness, and agreed to provide Mr. Smith and his
eligible dependents with medical and dental insurance coverage equal to that
provided to all vice presidents of the Company so long as Mr. Smith continues to
serve as a member of the Company's Board of Directors.
In February 1996, the Company loaned to John G. Hardy, Vice President,
Engineering of the Company, the sum of $310,000 to enable Mr. Hardy to exercise
120,000 options to purchase shares of the Company's Common Stock which were held
by Mr. Hardy and to pay certain tax obligations resulting from the exercise of
such options. Such loan bears interest at the rate of 5.5% per annum, and
principal and accrued interest on such loan are due as of March 1, 1998.
Any future transactions between the Company and its officers, directors or
affiliates will either be on terms no less favorable to the Company than could
be obtained from third parties, will be subject to approval by a majority of the
Company's outside directors or will be consistent with policies approved by a
majority of such outside directors.
45
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth the beneficial ownership of the Common Stock
as of June 15, 1996 by (i) each person or entity known to the Company to own
beneficially 5% or more of the outstanding shares of Common Stock, (ii) each of
the Company's directors, (iii) each of the Named Executive Officers, (iv) the
Selling Stockholders and (v) by all directors and executive officers of the
Company as a group. The information as to each person or entity has been
furnished by such person or entity.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED PRIOR TO SHARES BENEFICIALLY
OFFERING (1) NUMBER OF OWNED AFTER OFFERING
----------------------- SHARES BEING -----------------------
NAME OF BENEFICIAL OWNERS NUMBER PERCENT OFFERED NUMBER PERCENT
- ------------------------------------------------------- ---------- ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
Richard M. Giles (2)(3)................................ 6,280,800 85.8% 190,000 6,090,800 64.3%
Charles L. Smith (2)(4)................................ 732,000 10.0% 200,000 532,000 5.6%
John G. Hardy (5)...................................... 240,000 3.2% 10,000 230,000 2.4%
David L. McNeff (6).................................... 9,600 * 0 9,600 *
Kevin P. McDonnell..................................... 0 0 0 0 0
Daniel J. Driscoll (7)................................. 3,200 * 0 3,200 *
Chris Tiller (8)....................................... 140,000 1.9% 100,000 40,000 *
7,272,000 97.6% 400,000 6,872,000 71.6%
All executive officers and directors as a group (7
persons) (9)..........................................
</TABLE>
- ------------------------
* Less than 1%
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock subject
to options currently exercisable, or exercisable within 60 days of June 15,
1996, are deemed outstanding for computing the percentage of the person
holding such options but are not deemed outstanding for computing the
percentage of any other person. Except as indicated by footnote and subject
to community property laws where applicable, the persons named in the table
have sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them.
(2) The address of such stockholder is c/o Printrak International Inc., 1250
North Tustin Avenue, Anaheim, CA 92807.
(3) Includes 6,400 shares owned by Alexander Giles, the son of Richard Giles.
Mr. Giles disclaims beneficial ownership of the shares held by Alexander
Giles. The balance of such shares are held jointly by Mr. Giles and his
wife.
(4) Such shares are held by Charles L. Smith and Janet Smith, as Trustees of the
Smith Family Trust dated October 2, 1992.
(5) Includes 110,000 shares issuable upon the exercise of an option exercisable
within 60 days of June 15, 1996.
(6) Includes 9,600 shares issuable upon the exercise of an option exercisable
within 60 days of June 15, 1996.
(7) Includes 3,200 shares issuable upon the exercise of an option exercisable
within 60 days of June 15, 1996.
(8) Includes 140,000 shares issued upon the exercise of an option concurrent
with this Offering.
(9) Includes an aggregate of 129,200 shares subject to options exercisable
within 60 days of June 15, 1996.
46
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 20,000,000 shares of
Common Stock, $0.0001 par value per share, and 5,000,000 shares of Preferred
Stock, $0.0001 par value per share.
COMMON STOCK
As of March 31, 1996, there were 7,323,200 shares of Common Stock
outstanding held by 19 stockholders of record. There will be 9,473,200 shares of
Common Stock outstanding after giving effect to the sale of the shares of Common
Stock offered by the Company hereby and the exercise of options to purchase an
aggregate of 150,000 shares of Common Stock, 110,000 of which shares are being
sold in this Offering.
The holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by the stockholders, including the election of
directors, and do not have cumulative voting rights. Subject to preferences that
may be applicable to the holders of outstanding shares of Preferred Stock, if
any, the holders of Common Stock are entitled to receive ratably such dividends,
if any, as may be declared from time to time by the Board of Directors out of
funds legally available therefor. See "Dividend Policy." In the event of
liquidation, dissolution or winding up of the Company, the holders of shares of
Common Stock shall be entitled to receive pro rata all of the assets of the
Company available for distribution to its stockholders. The Common Stock has no
preemptive or conversion rights or other subscription rights. There are no
redemption or sinking fund provisions applicable to the Common Stock. All
outstanding shares of Common Stock are fully paid and nonassessable, and shares
of Common Stock to be issued pursuant to this offering shall be fully paid and
nonassessable.
PREFERRED STOCK
The Board of Directors has authority to issue up to 5,000,000 shares of
Preferred Stock, $0.0001 par value, and to fix the rights, preferences,
privileges and restrictions, including voting rights, of those shares without
any future vote or action by the stockholders. The rights of the holders of the
Common Stock will be subject to, and may be adversely affected by, the rights of
the holders of any Preferred Stock that may be issued in the future. The
issuance of Preferred Stock could have the effect of making it more difficult
for a third party to acquire a majority of the outstanding voting stock of the
Company, thereby delaying, deferring or preventing a change in control of the
Company. Furthermore, such Preferred Stock may have other rights, including
economic rights senior to the Common Stock, and, as a result, the issuance
thereof could have a material adverse effect on the market value of the Common
Stock. The Company has no present plans to issue shares of Preferred Stock.
DELAWARE LAW AND CERTAIN CHARTER PROVISIONS
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law and anti-takeover law. In general, the statute prohibits
a publicly held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless
either (i) prior to the date at which the person becomes an interested
stockholder, the Board of directors approves such transaction or business
combination, (ii) the stockholder owned more than 85% of the outstanding voting
stock of the corporation (excluding shares held by directors who are officers or
held in certain employee stock plans) upon consummation of such transaction, or
(iii) the business combination is approved by the Board of Directors and by
two-thirds of the outstanding voting stock of the corporation (excluding shares
held by the interested stockholder) at a meeting of stockholders (and not by
written consent). A "business combination" includes a merger, asset sale or
other transaction resulting in a financial benefit to such interested
stockholder. For purposes of Section 203, "interested stockholder" is a person
who, together with affiliates and associates, owns (or within three years prior,
did own) 15% or more of the corporation's outstanding voting stock.
STOCK TRANSFER AGENT AND REGISTRAR
The stock transfer agent and registrar for the Company's Common Stock is
Chemical Mellon Shareholder Services.
47
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this Offering, the Company will have 9,473,200 shares of
Common Stock outstanding (assuming no exercise of options after March 31, 1996
other than the exercise of 140,000 options by Chris Tiller, a former employee of
the Company, at an exercise price of $2.50 per share, 100,000 of which shares
are being sold in this offering, and the exercise of 10,000 options by John
Hardy, an employee and director of the Company, at an exercise price of $2.50
per share, all of which shares are being sold in this offering). Of these
shares, the 2,500,000 shares sold in this Offering (2,875,000 shares if the
Underwriters' over-allotment option is exercised in full) will be freely
tradeable without restriction or registration under the Securities Act of 1933,
as amended (the "Securities Act"), unless they are purchased by "affiliates" of
the Company as that term is defined under Rule 144 adopted under the Securities
Act. The remaining 6,973,200 shares will be "restricted securities" as defined
in Rule 144 ("Restricted Shares"). Of such Restricted Shares, approximately
6,955,600 Restricted Shares are subject to lock-up agreements with Robertson,
Stephens & Company. See "Underwriting."
Future sales of substantial amounts of Common Stock in the public market
could adversely affect prevailing market prices and adversely affect the
Company's ability to raise additional capital in the capital markets at a time
and price favorable to the Company. As a result of the lock-up agreements and
the provisions of Rule 144(k), 144 and 701, additional shares will be available
for sale in the public market as follows: (i) 2,500,000 shares will be eligible
for immediate sale on the date of this Prospectus, and (ii) 6,955,600 shares
will be eligible for sale upon expiration of the lock-up agreements 180 days
after the date of this Prospectus, subject to the provisions of Rule 144 and
Rule 701.
In general, under Rule 144 as currently in effect, any person (or persons
whose shares are aggregated) who has beneficially owned Restricted Shares for at
least two years is entitled to sell, within any three-month period, a number of
shares that does not exceed the greater of 1% of the then outstanding shares of
the Company's Common Stock (approximately 94,732 shares immediately after this
Offering) or the average weekly trading volume during the four calendar weeks
preceding such sale. Sales under Rule 144 are also subject to certain
requirements as to the manner of sale, notice and availability of current public
information about the Company. A person who is not an affiliate, has not been an
affiliate within three months prior to the sale and has beneficially owned the
Restricted Shares for at least three years is entitled to sell such shares under
Rule 144(k) without regard to any of the limitations described above.
Subject to certain limitations on the aggregate offering price of a
transaction and other conditions, Rule 701 may be relied upon with respect to
the resale of securities originally purchased from the Company by its employees,
directors, officers, consultants or advisers between May 20, 1988, the effective
date of Rule 701, and the date the issuer becomes subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), pursuant to written compensatory benefit plans or written contracts
relating to the compensation of such persons. In addition, the Securities and
Exchange Commission has indicated that Rule 701 will apply to typical stock
options granted by an issuer before it becomes subject to the reporting
requirements of the Exchange Act (including options granted before May 20, 1988,
if made in accordance with the Rule had it been in effect), along with the
shares acquired upon exercise of such options beginning May 20, 1988 (including
exercises after the date of this Prospectus). Securities issued in reliance on
Rule 701 are restricted securities and, subject to the contractual restrictions
described above, beginning 90 days after the date of this Prospectus, such
securities may be sold (i) by persons other than Affiliates, subject only to the
manner of sale provisions of Rule 144 and (ii) by Affiliates under Rule 144
without compliance with its two-year minimum holding period requirements.
The Company intends to file registration statements on Form S-8 under the
Act to register an aggregate of 1,870,800 shares of Common Stock reserved for
issuance under the Executive Plan, the 1994 Plan, the 1996 Plan and the Employee
Stock Purchase Plan, thus permitting the resale of shares issued under such
Plans by non-affiliates in the public market without restriction under the
Securities Act. Such registration statements are expected to be filed within 90
days after the date of this Prospectus and will automatically become effective
upon filing. Ninety days following the date of this Prospectus, 108,690 shares
issuable upon
48
<PAGE>
the exercise of vested options as of such date will be eligible for sale
pursuant to Rule 701. Furthermore, 180 days after the date of this Prospectus,
an additional 273,348 shares issuable upon exercise of vested options that are
subject to the lock-up agreements will be eligible for sale.
Prior to this Offering, there has been no public market for the Common Stock
of the Company, and any sale of substantial amounts of Common Stock in the open
market may adversely affect the market price of the Common Stock offered hereby.
49
<PAGE>
UNDERWRITING
The Underwriters named below, acting through their representatives,
Robertson, Stephens & Company LLC and Cowen & Company (the "Representatives"),
have severally agreed, subject to the terms and conditions of the Underwriting
Agreement by and among the Company, the Selling Stockholders and the
Underwriters, to purchase from the Company and the Selling Stockholders the
number of shares of Common Stock set forth opposite their respective names
below. The Underwriters are committed to purchase and pay for all such shares if
any are purchased.
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
- ------------------------------------------------------------------------------------------- ----------
<S> <C>
Robertson, Stephens & Company LLC..........................................................
Cowen & Company............................................................................
----------
Total..................................................................................
----------
----------
</TABLE>
The Representatives have advised the Company and the Selling Stockholders
that the Underwriters propose to offer the shares of Common Stock to the public
at the offering price set forth on the cover page of this Prospectus and to
certain dealers at such price less a concession of not more than of $ per
share, of which $ may be reallowed to other dealers. After the consummation
of this Offering, the public offering price, concession and reallowance to
dealers may be reduced by the Representatives. No such reduction shall change
the amount of proceeds to be received by the Company or the Selling Stockholders
as set forth on the cover page of this Prospectus.
The Company has granted to the Underwriters an option, exercisable during
the 30-day period after the date of this Prospectus, to purchase up to 375,000
additional shares of Common Stock at the same price per share as the Company and
the Selling Stockholders will receive for the 2,500,000 shares that the
Underwriters have agreed to purchase. To the extent that the Underwriters
exercise such option, each of the Underwriters will have a firm commitment to
purchase approximately the same percentage of such additional shares that the
number of shares of Common Stock to be purchased by it shown in the above table
represents as a percentage of the 2,500,000 shares offered hereby. If purchased,
such additional shares will be sold by the Underwriters on the same terms as
those on which the 2,500,000 shares are being sold.
The Underwriting Agreement contains covenants of indemnity among the
Underwriters, the Company and the Selling Stockholders against certain civil
liabilities, including liabilities under the Securities Act.
Pursuant to the terms of lock-up agreements, the holders of 7,455,600 shares
of the Company's Common Stock prior to the Offering have agreed with the
Representatives that, except for 500,000 shares being sold by the Selling
Stockholders in this Offering, until 180 days after the effective date of this
Prospectus (the "lock-up period") they will not sell or otherwise dispose of any
shares of Common Stock, including shares issuable under options or warrants
exercisable during the 180 days after the date of this Prospectus, any options
or warrants to purchase shares of Common Stock or any securities convertible
into or exchangeable for shares of Common Stock owned directly by such holders
or with respect to which they have the power of disposition, without the prior
written consent of Robertson, Stephens & Company LLC. Approximately 6,955,600
shares of Common Stock subject to the lock-up agreements will become eligible
for immediate public sale following expiration of the lock-up period, subject to
the provisions of Rule 144. Robertson, Stephens & Company LLC may, in its sole
discretion, and at any time without notice, release all or a portion of the
securities subject to the lock-up agreements. See "Shares Eligible for Future
Sale." In addition, the Company has agreed that until the expiration of the
lock-up period, the Company will not offer, sell, contract to sell or otherwise
dispose of any shares of Common Stock, any options or warrants to
50
<PAGE>
purchase Common Stock or any securities convertible into or exchangeable for
shares of Common Stock, other than the Company's sales of shares in this
Offering, the issuance of shares of Common Stock upon the exercise of
outstanding options, the grant of options to purchase shares or the issuance of
shares of Common Stock under the Company's Executive Plan, 1994 Plan, the 1996
Plan and the Employee Stock Purchase Plan, without the prior written consent of
Robertson, Stephens & Company LLC.
The Underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority.
Prior to this Offering, there has been no public market for the Company's
securities. The initial public offering price of the Common Stock will be
determined by negotiation among the Company, the Selling Stockholders and the
Representatives. Among the factors to be considered in such negotiations will be
prevailing market conditions, the results of operations of the Company in recent
periods, market valuations of publicly traded companies that the Company and the
Representatives believe to be comparable to the Company, estimates of the
business potential of the Company, the present state of the Company's
development, the current state of the industry and the economy as a whole, and
other factors deemed relevant.
51
<PAGE>
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company and the Selling Stockholders by Stradling, Yocca, Carlson & Rauth, a
Professional Corporation, Newport Beach, California. Certain legal matters in
connection with this offering will be passed upon for the Underwriters by
Brobeck, Phleger & Harrison LLP, San Francisco, California.
EXPERTS
The consolidated financial statements of Printrak International Inc. as of
March 31, 1995 and 1996 and for each of the three years in the period ended
March 31, 1996 included in this prospectus and the related financial statement
schedule included elsewhere in the Registration Statement have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports
appearing herein and elsewhere in the Registration Statement. Such consolidated
financial statements and financial statement schedule have been included herein
and elsewhere in the Registration Statement in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement
(including any amendments thereto) on Form S-1 under the Securities Act with
respect to the Common Stock offered hereby. This Prospectus, which constitutes a
part of the Registration Statement, omits certain of the information contained
in the Registration Statement and the exhibits and schedules thereto on file
with the Commission pursuant to the Securities Act and the rules and regulations
of the Commission thereunder. The Registration Statement, including exhibits and
schedules thereto, may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the regional offices of the
Commission located at Seven World Trade Center, 13th Floor, New York, New York
10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such materials may be obtained at prescribed
rates from the Public Reference Section of the Commission, Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and its public reference
facilities in New York, New York and Chicago, Illinois. Such materials,
including reports, proxy and information statements and other information, may
be obtained electronically by visiting the Commission's Web site on the internet
at http://www.sec.com. Statements contained in this Prospectus as to the
contents of any contract or other document referred to are not necessarily
complete and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference to the exhibit for a
more complete description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference.
52
<PAGE>
PRINTRAK INTERNATIONAL INC.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Independent Auditors' Report............................................................................... F-2
Consolidated Balance Sheets................................................................................ F-3
Consolidated Statements of Operations...................................................................... F-4
Consolidated Statements of Stockholders' Equity............................................................ F-5
Consolidated Statements of Cash Flows...................................................................... F-6
Notes to Consolidated Financial Statements................................................................. F-7
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors
Printrak International Inc.:
We have audited the accompanying consolidated balance sheets of Printrak
International Inc. and subsidiary as of March 31, 1995 and 1996 and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended March 31, 1996. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Printrak International Inc. and
subsidiary as of March 31, 1995 and 1996 and the results of their operations and
their cash flows for each of the three years in the period ended March 31, 1996,
in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Costa Mesa, California
May 2, 1996
F-2
<PAGE>
PRINTRAK INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1995 AND 1996
ASSETS
<TABLE>
<CAPTION>
1995 1996
------------- -------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents.......................................................... $ 949,000 $ 3,154,000
Short-term investments............................................................. 323,000 364,000
Accounts receivable, net, including unbilled amounts of $3,648,000 (1995) and
$5,315,000 (1996) (Notes 3 and 4)................................................. 6,148,000 11,086,000
Inventories, net (Note 5).......................................................... 6,141,000 8,852,000
Prepaid expenses and other current assets.......................................... 413,000 363,000
------------- -------------
Total current assets........................................................... 13,974,000 23,819,000
NOTES RECEIVABLE FROM RELATED PARTIES (Note 13).................................... 1,390,000
PROPERTY AND EQUIPMENT, net (Notes 6 and 13)....................................... 6,823,000 2,889,000
SOFTWARE DEVELOPMENT COSTS, net of accumulated amortization of $2,115,000 (1995)... 2,280,000
DEFERRED INCOME TAXES (Note 9)..................................................... 5,001,000 4,847,000
------------- -------------
Total assets................................................................... $ 28,078,000 $ 32,945,000
------------- -------------
------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable................................................................... $ 2,217,000 $ 4,761,000
Accrued wages and employee benefits................................................ 991,000 1,575,000
Other accrued liabilities (Note 7)................................................. 1,199,000 1,541,000
Current portion of long-term debt (Notes 8 and 10)................................. 1,063,000 888,000
Deferred revenue................................................................... 2,357,000 3,904,000
Income taxes payable (Note 9)...................................................... 109,000 234,000
------------- -------------
Total current liabilities...................................................... 7,936,000 12,903,000
LONG-TERM DEBT, less current portion (Notes 8 and 10).............................. 6,342,000 5,614,000
DEFERRED CREDIT (Note 2)........................................................... 1,207,000
------------- -------------
Total liabilities.............................................................. 15,485,000 18,517,000
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS' EQUITY (Note 11):
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no shares
outstanding.......................................................................
Common stock, $0.0001 par value; 20,000,000 shares authorized; 7,200,000 (1995) and
7,323,200 (1996) shares issued and outstanding.................................... 1,000 1,000
Additional paid-in capital......................................................... 308,000
Retained earnings.................................................................. 12,516,000 14,352,000
Note receivable from stockholder (Note 13)......................................... (300,000)
Unrealized gain on short-term investments.......................................... 41,000
Cumulative foreign exchange translation adjustment................................. 76,000 26,000
------------- -------------
Total stockholders' equity..................................................... 12,593,000 14,428,000
------------- -------------
Total liabilities and stockholders' equity..................................... $ 28,078,000 $ 32,945,000
------------- -------------
------------- -------------
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
PRINTRAK INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 1994, 1995 AND 1996
<TABLE>
<CAPTION>
1994 1995 1996
------------- ------------- -------------
<S> <C> <C> <C>
REVENUES:
System.............................................................. $ 17,910,000 $ 17,553,000 $ 35,806,000
Maintenance......................................................... 8,208,000 9,246,000 9,911,000
------------- ------------- -------------
Total revenues.................................................... 26,118,000 26,799,000 45,717,000
COST OF REVENUES:
System.............................................................. 9,213,000 10,465,000 21,158,000
Maintenance......................................................... 4,228,000 4,810,000 4,963,000
------------- ------------- -------------
Total cost of revenues............................................ 13,441,000 15,275,000 26,121,000
------------- ------------- -------------
GROSS PROFIT........................................................ 12,677,000 11,524,000 19,596,000
OPERATING EXPENSES:
Research, development and engineering............................... 3,630,000 4,301,000 8,558,000
Selling, general and administrative................................. 7,028,000 7,320,000 9,776,000
------------- ------------- -------------
Total operating expenses.......................................... 10,658,000 11,621,000 18,334,000
------------- ------------- -------------
INCOME (LOSS) FROM OPERATIONS....................................... 2,019,000 (97,000) 1,262,000
OTHER INCOME (EXPENSE):
Amortization of deferred credit..................................... 1,209,000 1,207,000 1,207,000
Foreign currency gain (loss)........................................ (133,000) (12,000) 67,000
Interest expense, net............................................... (92,000) (454,000) (334,000)
Other income (Note 7)............................................... 600,000
------------- ------------- -------------
Total other income, net........................................... 984,000 1,341,000 940,000
------------- ------------- -------------
INCOME BEFORE PROVISION FOR INCOME TAXES AND CUMULATIVE EFFECT OF
ACCOUNTING CHANGE.................................................. 3,003,000 1,244,000 2,202,000
PROVISION FOR INCOME TAXES (Note 9)................................. 1,001,000 218,000 366,000
------------- ------------- -------------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE................ 2,002,000 1,026,000 1,836,000
CUMULATIVE EFFECT OF ACCOUNTING CHANGE (Note 2)..................... 5,750,000
------------- ------------- -------------
NET INCOME.......................................................... $ 7,752,000 $ 1,026,000 $ 1,836,000
------------- ------------- -------------
------------- ------------- -------------
NET INCOME PER SHARE................................................ $ 1.08 $ 0.14 $ 0.24
------------- ------------- -------------
------------- ------------- -------------
WEIGHTED AVERAGE SHARES OUTSTANDING................................. 7,200,000 7,355,000 7,685,000
------------- ------------- -------------
------------- ------------- -------------
PRO FORMA NET INCOME (unaudited) (Note 2)........................... $ 2,344,000
-------------
-------------
PRO FORMA NET INCOME PER SHARE (unaudited) (Note 2)................. $ 0.28
-------------
-------------
PRO FORMA WEIGHTED AVERAGE SHARES OUTSTANDING (unaudited)........... 8,305,000
-------------
-------------
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
PRINTRAK INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1994, 1995 AND 1996
<TABLE>
<CAPTION>
CUMULATIVE
COMMON STOCK NOTE UNREALIZED FOREIGN
-------------------- ADDITIONAL RECEIVABLE GAIN ON EXCHANGE
NUMBER OF PAID-IN RETAINED FROM SHORT-TERM TRANSLATION
SHARES PAR VALUE CAPITAL EARNINGS STOCKHOLDER INVESTMENTS ADJUSTMENT
--------- --------- ----------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, April 1, 1993...................... 7,200,000 $ 1,000 $ -- $4,738,000 $ -- $ -- $ (48,000)
Net income.................................. 7,752,000
Foreign currency translation adjustment..... 28,000
--------- --------- ----------- ---------- ----------- ----------- -----------
BALANCE, March 31, 1994..................... 7,200,000 1,000 12,490,000 (20,000)
Net income.................................. 1,026,000
Dividend.................................... (1,000,000)
Foreign currency translation adjustment..... 96,000
--------- --------- ----------- ---------- ----------- ----------- -----------
BALANCE, March 31, 1995..................... 7,200,000 1,000 12,516,000 76,000
Exercise of common stock options and receipt
of note receivable from stockholder........ 123,200 308,000 (300,000)
Net income.................................. 1,836,000
Unrealized gain on short-term investments... 41,000
Foreign currency translation adjustment..... (50,000)
--------- --------- ----------- ---------- ----------- ----------- -----------
BALANCE, March 31, 1996..................... 7,323,200 $ 1,000 $ 308,000 $14,352,000 $(300,000) $ 41,000 $ 26,000
--------- --------- ----------- ---------- ----------- ----------- -----------
--------- --------- ----------- ---------- ----------- ----------- -----------
<CAPTION>
TOTAL
STOCKHOLDERS'
EQUITY
------------
<S> <C>
BALANCE, April 1, 1993...................... $4,691,000
Net income.................................. 7,752,000
Foreign currency translation adjustment..... 28,000
------------
BALANCE, March 31, 1994..................... 12,471,000
Net income.................................. 1,026,000
Dividend.................................... (1,000,000)
Foreign currency translation adjustment..... 96,000
------------
BALANCE, March 31, 1995..................... 12,593,000
Exercise of common stock options and receipt
of note receivable from stockholder........ 8,000
Net income.................................. 1,836,000
Unrealized gain on short-term investments... 41,000
Foreign currency translation adjustment..... (50,000)
------------
BALANCE, March 31, 1996..................... $14,428,000
------------
------------
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
PRINTRAK INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1994, 1995 AND 1996
<TABLE>
<CAPTION>
1994 1995 1996
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................................. $ 7,752,000 $ 1,026,000 $ 1,836,000
Adjustments to reconcile net income to net cash provided by operating
activities:
Cumulative effect of change in accounting for income taxes........... (5,750,000)
Depreciation and amortization........................................ 1,737,000 3,087,000 3,884,000
Amortization of deferred credit...................................... (1,209,000) (1,207,000) (1,207,000)
Deferred income tax provision........................................ 722,000 27,000 154,000
Changes in operating assets and liabilities:
Accounts receivable, net........................................... 1,788,000 262,000 (4,938,000)
Inventories, net................................................... 210,000 (3,343,000) (2,711,000)
Prepaid expenses and other current assets.......................... (187,000) 23,000 50,000
Accounts payable................................................... (428,000) 852,000 2,544,000
Accrued liabilities................................................ 1,046,000 (895,000) 926,000
Deferred revenue................................................... (360,000) 1,462,000 1,547,000
Income taxes payable............................................... 65,000 (72,000) 125,000
------------ ------------ ------------
Net cash provided by operating activities........................ 5,386,000 1,222,000 2,210,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures................................................... (5,974,000) (1,102,000) (2,230,000)
Proceeds from sale of land and building................................ 3,330,000
Capitalized software development costs................................. (1,487,000) (2,668,000)
Purchases of short-term investments.................................... (19,000) (1,000)
Receipt of notes receivable from related parties....................... (160,000)
------------ ------------ ------------
Net cash flows provided by (used in) investing activities........ (7,480,000) (3,771,000) 940,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt........................................... 3,388,000 3,555,000 3,200,000
Principal payments on long-term debt................................... (764,000) (630,000) (4,103,000)
Dividends paid......................................................... (1,000,000)
Proceeds from exercise of stock options................................ 8,000
------------ ------------ ------------
Net cash provided by (used in) financing activities.............. 2,624,000 1,925,000 (895,000)
EFFECT OF EXCHANGE RATE CHANGES ON CASH BALANCES....................... 28,000 96,000 (50,000)
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS................... 558,000 (528,000) 2,205,000
CASH AND CASH EQUIVALENTS, beginning of year........................... 919,000 1,477,000 949,000
------------ ------------ ------------
CASH AND CASH EQUIVALENTS, end of year................................. $ 1,477,000 $ 949,000 $ 3,154,000
------------ ------------ ------------
------------ ------------ ------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION --
Cash paid during the year for:
Interest............................................................. $ 133,000 $ 477,000 $ 467,000
------------ ------------ ------------
------------ ------------ ------------
Income taxes......................................................... $ 112,000 $ 244,000 $ 70,000
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
NONCASH TRANSACTIONS:
For the year ended March 31, 1995, the Company entered into capital lease
agreements for equipment amounting to $405,000.
During the year ended March 31, 1996, the Company received a note for $1,230,000
from a related party in conjunction with the sale of land and a building, and
received a note of $300,000 from an officer for the exercise of stock options
(Note 13).
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1994, 1995 AND 1996
1. DESCRIPTION OF THE BUSINESS
Printrak International Inc. (the Company) designs, develops and manufactures
automated fingerprint information systems (AFIS) primarily for use in law
enforcement applications. The Company seeks to provide its customers with
comprehensive solutions for capture and input of images, image processing,
search processing and database management.
The Company markets its products to national, regional and local law
enforcement agencies around the world. The Company's prospective customers are
subject to public agency contract requirements which vary from jurisdiction to
jurisdiction. Public agency contracts typically contain provisions that permit
cancellation in the event that funds are unavailable to the public agency.
In March 1996, the Company was reincorporated in the State of Delaware and
established a par value of $0.0001 on its common and preferred stock. Concurrent
with this reincorporation, the Company enacted a 1 for 2.5 reverse stock split.
The accompanying consolidated financial statements and notes thereto have been
restated to reflect the reincorporation and stock split for all periods
presented.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION --
The consolidated financial statements include the accounts of Printrak
International Inc. and its wholly-owned subsidiary, Printrak Limited (together,
the Company). All material intercompany transactions and accounts have been
eliminated.
REVENUE RECOGNITION --
Revenue is recognized for system sales with insignificant vendor obligations
when the system is shipped. The Company records an accrual for any remaining
obligations which typically consist of installation and warranty costs. Certain
of the Company's system sales are considered long-term contracts due to a
significant amount of custom modification to the basic system or to extended
delivery terms. Under these types of contracts, the Company recognizes revenue
under the percentage of completion method principally using the ratio of labor
costs incurred to total estimated labor costs at completion or based on units of
delivery. At the time a loss on a contract becomes known, the entire amount of
the estimated loss on the contract is accrued. Revenue for file conversions is
recognized as such services are performed. Revenue for maintenance service
contracts is recognized on a monthly basis ratably over the period of the
contract. Cash payments for maintenance received in advance of revenue
recognition are accounted for as deferred revenue.
FOREIGN CURRENCY --
The financial position and results of operations of the Company's foreign
subsidiary are measured using the local currency as the functional currency.
Assets and liabilities of this subsidiary are translated at the exchange rate in
effect at each year-end. Income statement accounts are translated at the average
rate of exchange prevailing during the year. Translation adjustments arising
from differences in exchange rates from period to period are included in the
accumulated foreign currency translation adjustments account in shareholders'
equity. Realized gains or losses from foreign currency transactions are included
in operations as incurred.
CASH EQUIVALENTS --
Cash equivalents are deemed to be highly-liquid investments with an original
maturity of three months or less.
F-7
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 1994, 1995 AND 1996
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SHORT-TERM INVESTMENTS --
The Company accounts for its investments in accordance with Statement of
Financial Accounting Standards No. 115, ACCOUNTING FOR CERTAIN INVESTMENTS IN
DEBT AND EQUITY SECURITIES. Marketable equity and debt securities available for
current operations are classified in the balance sheet as current assets.
Unrealized holding gains and losses, if any, are included as a component of
stockholders' equity until realized. At March 31, 1995 and 1996, short term
investments consist of common stock based mutual funds which have been
categorized as available for sale and, as a result, are stated at fair value.
INVENTORIES --
Inventories are stated at the lower of cost or market, with cost being
determined on a first-in, first-out (FIFO) basis. Replacement parts held for
maintenance contracts are amortized on a straight-line basis over their
estimated useful lives, averaging three years.
PROPERTY AND EQUIPMENT --
Property and equipment are recorded at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets, which
range from three to five years. Leasehold improvements are amortized over the
shorter of the lease term or the useful lives of the related assets.
Maintenance, repairs and minor renewals are charged to expense, as incurred.
Additions and improvements are capitalized.
DEFERRED CREDIT --
The deferred credit (negative goodwill) relates to the excess of the fair
market value of current assets acquired and liabilities assumed over the
purchase price of the Company in 1991 and has been amortized on a straight-line
basis over five years.
INCOME TAXES --
Effective April 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109 (SFAS 109). ACCOUNTING FOR INCOME TAXES. SFAS 109
provides that deferred income taxes are recognized for the tax consequences in
future years for differences between the tax basis of assets and liabilities
(temporary differences) and their financial reporting amounts at each year-end
based on enacted tax laws and statutory rates applicable to the periods in which
the temporary differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized. The cumulative effect of the adoption of this
statement resulted in the recognition of a $5,750,000 gain during the year ended
March 31, 1994.
SOFTWARE DEVELOPMENT COSTS --
Development costs incurred in the research, development and engineering of
new software products and enhancements to existing software products are
expensed as incurred until technological feasibility has been established. For
the year ended March 31, 1996, software development was substantially completed
concurrent with the establishment of technological feasibility due to the nature
of the development effort and, accordingly, no costs were capitalized. The
Company considers technological feasibility to be established when all planning,
designing, coding and testing has been completed according to design
specifications. After technological feasibility is established, any additional
costs are capitalized in accordance with Statement of Financial Accounting
Standards No. 86, ACCOUNTING FOR COSTS OF COMPUTER SOFTWARE TO BE SOLD, LEASED
OR OTHERWISE MARKETED.
Prior to fiscal 1996, the Company capitalized software development costs
related to the development of its AFIS 2000 system. Such costs were being
amortized over a three-year period. In fiscal 1996, the Company changed the
estimated remaining life of such costs due to the increased exposure to
continued modifications
F-8
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 1994, 1995 AND 1996
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
of the software to meet changing demands of its customers as well as more rapid
technological changes. This change resulted in the remaining balance being fully
amortized as of March 31, 1996 and additional costs of $832,000 being expensed
during fiscal 1996.
RESEARCH, DEVELOPMENT AND ENGINEERING --
Research, development and engineering costs are expensed as incurred.
Research, development and engineering includes costs for the development of new
products and prototype units. The Company also incurs engineering costs
associated with modifications to its system, testing of such systems and the
integration of equipment to comply with customer requirements. Management
believes that system modifications can generally be utilized by other customers
and accordingly, has combined such costs with research, development and
engineering.
STOCK-BASED COMPENSATION --
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123 (SFAS 123), ACCOUNTING FOR STOCK-BASED
COMPENSATION, which will be effective for the Company beginning April 1, 1996.
SFAS 123 requires expanded disclosures of stock-based compensation arrangements
with employees and encourages (but does not require) compensation cost to be
measured based on the fair value of the equity instrument awarded. Companies are
permitted, however, to continue to apply Accounting Principles Board Opinion No.
25 (APB 25), which recognizes compensation cost based on the intrinsic value of
the equity instrument awarded. The Company will continue to apply APB 25 to its
stock-based compensation awards to employees and will disclose the required pro
forma effect on net income and earnings per share beginning in fiscal 1997.
USE OF ESTIMATES --
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
PRO FORMA NET INCOME AND NET INCOME PER SHARE --
In accordance with a regulation of the Securities and Exchange Commission,
pro forma net income has been presented to reflect the effect of the elimination
of interest expense associated with the repayment of approximately $6.2 million
under the Company's revolving credit facility and term loans in conjunction with
the Company's initial public offering and the reduction of Chief Executive
Officer compensation which exceeds the $550,000 maximum amount that can be
received under the Chief Executive Officer's new agreement with the Company
beginning in fiscal 1997, net of the related tax effects.
Pro forma net income per share has been computed by dividing pro forma net
income by the weighted average number of shares of common stock outstanding
during the period. Weighted average common and common equivalent shares include
common shares and the assumed exercise of stock options calculated using the
treasury stock method and the assumed issuance of 620,000 shares of common stock
as of April 1, 1995 by the Company which would be necessary to generate gross
proceeds (using an assumed initial offering price of $10.00 per share)
sufficient to repay $6.2 million in debt under the Company's revolving credit
facility and term loans.
Historical net income per share is computed by dividing historical net
income by the weighted average number of common and common equivalent shares.
Weighted average common and common equivalent shares include common shares and
stock options using the treasury stock method. Pursuant to Securities and
F-9
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 1994, 1995 AND 1996
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Exchange Commission Staff Accounting Bulletin Topic 4D, stock options granted
during the twelve months prior to the date of the initial filing of the
Company's Form S-1 Registration Statement have been included in the calculation
of common equivalent shares using the treasury stock method as if they were
outstanding as of the beginning of the period.
3. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following at March 31:
<TABLE>
<CAPTION>
1995 1996
---------- ----------
<S> <C> <C>
Billed receivables.......................................... $2,500,000 $6,005,000
Unbilled receivables........................................ 3,648,000 5,315,000
---------- ----------
6,148,000 11,320,000
Less allowance for doubtful accounts........................ (234,000)
---------- ----------
$6,148,000 $11,086,000
---------- ----------
---------- ----------
</TABLE>
Unbilled receivables consist of system and maintenance revenues which have
been earned but not invoiced because of contractual terms of the underlying
agreements.
4. CONCENTRATIONS OF REVENUE AND CREDIT RISK
MAJOR CUSTOMERS --
The Company's revenues are generated from credit sales to customers
primarily in the law enforcement market. The Company performs ongoing credit
evaluations of its customers and maintains reserves for potential credit losses
and generally does not require collateral. The Company's ten largest customers
represented 58% of total revenues in fiscal 1996; and, as a result, the Company
has a large proportion of its receivables outstanding with these customers.
Accounts receivable from the Company's ten largest customers were $6,112,000 as
of March 31, 1996.
In fiscal years 1994, 1995 and 1996, the Company had sales to certain
customers representing more than 10.0% of total revenues as follows:
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
----------------------------------
CUSTOMER 1994 1995 1996
- ------------------------------------------------------------ ---------- ---------- ----------
<S> <C> <C> <C>
1. $4,100,000 $ -- $ --
2. -- 2,700,000 --
3. -- -- 8,300,000
</TABLE>
Major customers have varied from year to year. Given the significant amount
of revenues derived from such customers, the loss of any such customer or the
uncollectability of related receivables could have a material adverse effect on
the Company's financial condition and results of operations.
F-10
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 1994, 1995 AND 1996
4. CONCENTRATIONS OF REVENUE AND CREDIT RISK (CONTINUED)
INTERNATIONAL SALES --
A substantial portion of the Company's total revenues are derived from
international sales. In fiscal years 1994, 1995 and 1996, international sales as
a percent of the Company's total revenues are summarized as follows:
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-------------------------------
GEOGRAPHIC AREA 1994 1995 1996
- ------------------------------------------------------- --------- --------- ---------
<S> <C> <C> <C>
Europe................................................. 21.7% 35.0% 26.9%
Canada................................................. 20.3% 13.0% 8.7%
Other.................................................. 5.3% 12.4% 1.6%
--------- --------- ---------
47.3% 60.4% 37.2%
--------- --------- ---------
--------- --------- ---------
</TABLE>
International sales are subject to inherent risks, including unexpected
changes in regulatory requirements, tariffs and other barriers, fluctuating
exchange rates, difficulties in staffing and managing foreign sales and support
operations, greater working capital requirements, political and economic
instability, and potentially limited intellectual property protection.
5. INVENTORIES
Inventories consist of the following at March 31:
<TABLE>
<CAPTION>
1995 1996
---------- ----------
<S> <C> <C>
Raw materials............................................... $1,296,000 $2,707,000
Work in process............................................. 3,250,000 4,319,000
Finished goods.............................................. 105,000 257,000
Replacement parts, net of accumulated amortization of
$127,000 (1995) and $635,000 (1996)........................ 1,655,000 1,926,000
---------- ----------
6,306,000 9,209,000
Less allowance for excess and obsolete inventories.......... (165,000) (357,000)
---------- ----------
$6,141,000 $8,852,000
---------- ----------
---------- ----------
</TABLE>
6. PROPERTY AND EQUIPMENT
Property and equipment consist of the following at March 31:
<TABLE>
<CAPTION>
1995 1996
----------- -----------
<S> <C> <C>
Land (Note 13).............................................. $ 1,408,000 $ --
Building and improvements (Note 13)......................... 3,252,000 83,000
Computer equipment.......................................... 4,491,000 5,777,000
Purchased software.......................................... 303,000 902,000
Other equipment and furniture............................... 331,000 570,000
----------- -----------
9,785,000 7,332,000
Less accumulated depreciation and amortization.............. (2,962,000) (4,443,000)
----------- -----------
$ 6,823,000 $ 2,889,000
----------- -----------
----------- -----------
</TABLE>
Computer equipment includes assets under capital lease of $468,000 as of
both March 31, 1995 and 1996. Accumulated amortization on such leased equipment
amounted to $171,000 and $325,000, respectively (Note 10).
F-11
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 1994, 1995 AND 1996
7. OTHER ACCRUED LIABILITIES
Other accrued liabilities consist of the following at March 31:
<TABLE>
<CAPTION>
1995 1996
----------- -----------
<S> <C> <C>
Warranty.................................................... $ 350,000 $ 651,000
Profit sharing.............................................. 255,000 227,000
Sales taxes and V.A.T....................................... 13,000 200,000
Professional fees........................................... 86,000 101,000
Other....................................................... 495,000 362,000
----------- -----------
$ 1,199,000 $ 1,541,000
----------- -----------
----------- -----------
</TABLE>
Prior to fiscal 1994, the Company had accrued for certain royalties due
under an agreement with an unrelated third party. After a review of the current
exposure by outside counsel during fiscal 1995, management revised their
estimate of the Company's obligation under this agreement, resulting in a change
in estimate and adjustment of this accrual by $600,000, which was included in
other income in the accompanying consolidated statement of operations.
8. LONG-TERM DEBT
Long-term debt consists of the following at March 31:
<TABLE>
<CAPTION>
1995 1996
----------- ----------
<S> <C> <C>
Revolving line of credit with bank, collateralized by
substantially all assets of the Company, interest payable
monthly at the bank's reference rate plus 0.5% or the
bank's LIBOR rate, plus 2.5%, principal due September 1,
1997....................................................... $ 3,000,000 $4,200,000
Term loan with bank, collateralized by substantially all
assets of the Company, interest payable monthly at the
bank's reference rate plus 0.75% or the bank's LIBOR rate
plus 2.75%, principal due in monthly installments of
$55,556, balance due September 1, 1998..................... 1,611,000
Term loan with bank, collateralized by equipment, interest
payable monthly at the bank's reference rate plus 1.0% or
the bank's LIBOR rate plus 3.0%, principal due in monthly
installments of $11,200 until paid......................... 556,000 385,000
Term loan with bank, collateralized by a deed of trust for
the property which the Company occupies.................... 2,805,000
Note payable to De La Rue, Inc., interest payable monthly at
8.0%....................................................... 650,000
Obligations under capital leases (Note 10).................. 394,000 306,000
----------- ----------
7,405,000 6,502,000
Less current portion of long-term debt...................... (1,063,000) (888,000)
----------- ----------
$ 6,342,000 $5,614,000
----------- ----------
----------- ----------
</TABLE>
F-12
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 1994, 1995 AND 1996
8. LONG-TERM DEBT (CONTINUED)
The bank's reference rate and LIBOR rate at March 31, 1996 were 8.25% and
5.5%, respectively. The interest rates on the term loans with bank as of March
31, 1996 were based on one-month LIBOR contracts entered into on March 1, 1996
at which time the LIBOR rate was 5.31%
Annual debt principal repayments are as follows:
<TABLE>
<S> <C>
Year ending March 31:
1997......................................................... $ 888,000
1998......................................................... 5,089,000
1999......................................................... 491,000
2000......................................................... 34,000
----------
$6,502,000
----------
----------
</TABLE>
The revolving line of credit and term loan agreements with a bank contain
certain restrictive covenants which restrict the Company's ability to pay
dividends and require the Company to maintain minimum tangible net worth and
certain financial ratios such as current ratio, cash flow to debt service ratio
and total liabilities to tangible net worth ratio. The Company was in compliance
with such financial covenants, as amended, at March 31, 1996.
9. INCOME TAXES
The Company's provision for income taxes consists of the following:
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31
------------------------------------
1994 1995 1996
------------ ---------- ----------
<S> <C> <C> <C>
Current
Federal.................................................................. $ 175,000 $ 34,000 $ 90,000
State.................................................................... 59,000 38,000 22,000
Foreign.................................................................. 45,000 119,000 100,000
------------ ---------- ----------
Total current............................................................ 279,000 191,000 212,000
------------ ---------- ----------
Deferred
Federal.................................................................. 599,000 22,000 145,000
State.................................................................... 123,000 5,000 9,000
------------ ---------- ----------
Total deferred........................................................... 722,000 27,000 154,000
------------ ---------- ----------
Total provision............................................................ $ 1,001,000 $ 218,000 $ 366,000
------------ ---------- ----------
------------ ---------- ----------
</TABLE>
The reconciliation between the Company's effective tax rate and the
statutory federal income tax rate follows:
<TABLE>
<CAPTION>
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Statutory federal income tax rate................................................ 35.0% 35.0% 35.0%
State taxes net of federal benefit............................................... 4.0 2.3 0.9
Amortization of deferred credit.................................................. (13.7) (33.0) (18.6)
Foreign operations............................................................... (1.8) (1.8) 0.1
Increase in valuation allowance.................................................. 13.2 14.6 --
Other............................................................................ (3.4) 0.4 (0.8)
--------- --------- ---------
33.3% 17.5% 16.6%
--------- --------- ---------
--------- --------- ---------
</TABLE>
F-13
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 1994, 1995 AND 1996
9. INCOME TAXES (CONTINUED)
Deferred income taxes in the accompanying consolidated balance sheets are
comprised of the following:
<TABLE>
<CAPTION>
1994 1995 1996
-------------- -------------- --------------
<S> <C> <C> <C>
Net deferred tax asset........................................... $ 21,953,000 $ 21,331,000 $ 20,480,000
Valuation allowance.............................................. (16,925,000) (16,330,000) (15,633,000)
-------------- -------------- --------------
Net deferred tax asset........................................... $ 5,028,000 $ 5,001,000 $ 4,847,000
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>
The Company has not provided for U.S. federal income and foreign withholding
taxes on the earnings of its foreign subsidiary because it is currently
anticipated that these earnings will be permanently reinvested. If these
earnings are distributed, foreign tax credits will become available under U.S.
law to reduce the effect on the Company's overall tax liability.
Deferred tax assets consist primarily of the following temporary
differences:
<TABLE>
<CAPTION>
1994 1995 1996
-------------- -------------- --------------
<S> <C> <C> <C>
Net operating loss carryforwards................................. $ 18,535,000 $ 17,788,000 $ 16,595,000
Intangible asset basis........................................... 1,280,000 1,245,000 2,147,000
Patent amortization.............................................. 1,334,000 1,233,000 0
Deferred revenue................................................. 270,000 433,000 531,000
Reserves......................................................... 640,000 348,000 457,000
Employee benefits................................................ 244,000 298,000 307,000
Depreciation..................................................... (196,000) (5,000) 249,000
Other............................................................ (154,000) (9,000) 194,000
-------------- -------------- --------------
Gross deferred assets............................................ 21,953,000 21,331,000 20,480,000
Valuation allowance.............................................. (16,925,000) (16,330,000) (15,633,000)
-------------- -------------- --------------
Net deferred tax assets.......................................... $ 5,028,000 $ 5,001,000 $ 4,847,000
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>
The current year change in the valuation allowance of $697,000 resulted from
the utilization of net operating losses. This adjustment to the valuation
allowance was offset by a reduction in the deferred tax asset resulting from an
IRS audit of fiscal years ended March 31, 1992 and 1993.
As a result of an equity ownership change in prior years, the benefit of
federal and California net operating loss carryforwards is limited. At March 31,
1996, the Company has net operating loss carryforwards, net of estimated
limitations on utilization, of approximately $14,500,000 and $4,100,000,
respectively, for federal and California income tax purposes.
10. COMMITMENTS AND CONTINGENCIES
COMMITMENTS --
The Company is obligated under noncancelable capital and operating leases
for its principal operating facility and certain furniture and office equipment.
The Company incurred $773,000, $120,000 and $775,000 in rent expense during the
years ended March 31, 1994, 1995 and 1996, respectively. During the year ended
F-14
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 1994, 1995 AND 1996
10. COMMITMENTS AND CONTINGENCIES (CONTINUED)
March 31, 1996, $616,801 of such was to a related party (Note 13). Future
minimum lease commitments at March 31, 1996 under noncancelable leases that have
initial or remaining terms in excess of one year are as follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
-------- ----------
<S> <C> <C>
Year ending March 31:
1997.................................................... $114,000 $ 870,000
1998.................................................... 106,000 870,000
1999.................................................... 106,000 854,000
2000.................................................... 35,000 802,000
2001.................................................... 118,000
-------- ----------
Total minimum payments required............................. 361,000 $3,514,000
----------
----------
Less amount representing interest........................... (55,000)
--------
Capital lease obligations................................... 306,000
Less current portion of capital lease obligations........... (87,000)
--------
$219,000
--------
--------
</TABLE>
Certain of the Company's customers require the Company to be bonded to
ensure performance under certain contracts or to guarantee outstanding bids. At
March 31, 1996, the Company had outstanding performance bonds ensuring
performance under various contracts, which totaled $14,315,000.
LITIGATION --
From time to time, the Company may be involved in litigation relating to
claims arising out of its operations in the normal course of business. As of
March 31, 1996, the Company is not a party to any legal proceedings, the adverse
outcome of which, in management's opinion, individually or in aggregate, would
have a material adverse effect on the Company's results of operations or
financial position.
11. STOCK BENEFIT PLANS
EXECUTIVE STOCK OPTION PLAN --
The Company adopted the Executive Stock Option Plan (the Executive Plan) in
May 1992 which provides for the granting of incentive stock options and
nonstatutory options to purchase shares of the Company's common stock and
restricted stock grants covering an aggregate of 800,000 shares of the Company's
common stock. As of March 31, 1996, there were options outstanding to purchase
566,000 shares under the Executive Plan at a weighted average exercise price of
$6.67 per share.
1994 STOCK OPTION PLAN --
The Company adopted the 1994 Stock Option Plan (the 1994 Plan) in December
1993. The 1994 Plan provides for the granting of incentive stock options and
nonstatutory options to purchase shares of the Company's common stock and
restricted stock grants covering an aggregate of 744,000 shares of the Company's
common stock. As of March 31, 1996, there were options outstanding to purchase
695,000 shares under the 1994 Plan at a weighted average exercise price of $5.41
per share.
1996 STOCK INCENTIVE PLAN --
The Company adopted the 1996 Stock Incentive Plan (the 1996 Plan) in April
1996. The 1996 Plan provides for the granting of incentive stock options and
nonstatutory options. The 1996 Plan provides for
F-15
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 1994, 1995 AND 1996
11. STOCK BENEFIT PLANS (CONTINUED)
options to purchase shares of the Company's common stock and restricted stock
grants covering an aggregate of 500,000 shares of the Company's common stock. As
of March 31, 1996, there were no options outstanding under the 1996 Plan.
The exercise price of incentive stock options under the above Plans must at
least be equal to the fair market value of a share of common stock on the date
the option is granted (110% with respect to optionees who own at least 10% of
the outstanding common stock). Nonstatutory options shall have an exercise price
of not less than 85% of the fair market value of a share of common stock on the
date such option is granted (110% with respect to optionees who own at least 10%
of the outstanding common stock). The options must expire no later than ten
years from the date of grant (five years with respect to optionees who own at
least 10% of the outstanding common stock). Vesting is generally 20% at the end
of the first year with the remaining vesting over four years on a pro rata
basis. As of March 31, 1996, there were options exercisable under these Plans to
purchase 356,529 shares at a weighted average exercise price of $5.79 per share.
The following is a summary of stock option activity for the years ended
March 31:
<TABLE>
<CAPTION>
NUMBER OF PRICE
SHARES PER SHARE
--------- ---------------
<S> <C> <C>
BALANCE, April 1, 1993...................................... 456,000 $2.50
Granted................................................... -- --
Exercised................................................. -- --
Canceled.................................................. -- --
--------- ---------------
BALANCE, March 31, 1994..................................... 456,000 $2.50
Granted................................................... 362,600 $2.50
Exercised................................................. -- --
Canceled.................................................. (12,400) $2.50
--------- ---------------
BALANCE, March 31, 1995..................................... 806,200 $2.50
Granted................................................... 601,200 $3.75 - $22.50
Exercised................................................. (123,200) $2.50
Canceled.................................................. (23,200) $2.50 - $7.50
--------- ---------------
BALANCE, March 31, 1996..................................... 1,261,000 $2.50 - $22.50
--------- ---------------
--------- ---------------
</TABLE>
Common shares reserved for future grant under the above option plans were
1,420,800 at March 31, 1996.
EMPLOYEE STOCK PURCHASE PLAN --
The Company's Employee Stock Purchase Plan (the Purchase Plan) was adopted
and approved in April 1996, covering an aggregate of 100,000 shares of common
stock. Employees will be eligible to participate if they are employed by the
Company for at least 30 hours per week and if they have been employed by the
Company for at least one year. The Purchase Plan permits eligible employees to
purchase common stock through payroll deductions, which may not exceed 15% of an
employee's compensation. The price of stock purchased under the Purchase Plan
will be 85% of the fair market value of the common stock. The Purchase Plan will
terminate on December 31, 2006.
12. EMPLOYEE BENEFIT PLANS
The Company's 401(k) Savings Plan (the Savings Plan) covers domestic
full-time employees with 90 days of consecutive service. Under the terms of the
Savings Plan, the Company, at its election, can match participant contributions.
For the fiscal years ended March 31, 1994, 1995 and 1996, the Company elected
not to match participant contributions.
F-16
<PAGE>
PRINTRAK INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED MARCH 31, 1994, 1995 AND 1996
12. EMPLOYEE BENEFIT PLANS (CONTINUED)
Effective April 1, 1993, the Company adopted a Profit Sharing Plan (the
Plan) that covers all domestic full-time employees with 90 days of consecutive
service. Under the Plan, each eligible employee will receive a bonus, determined
under the formula set forth in the Plan, based on the Company's earnings.
Bonuses incurred under the Plan totaled approximately $420,000, $447,000 and
$408,000 for the years ended March 31, 1994, 1995 and 1996, respectively. The
Plan can be terminated by the Company at any time.
13. RELATED PARTY TRANSACTIONS
On May 13, 1995, the Company sold its principal operating facility (the
Property) to RICOL, LLC, a California limited liability company (RICOL), which
is controlled by Richard M. Giles, the Company's Chairman, President and Chief
Executive officer, for a total purchase price equal to $4,630,000, the appraised
fair market value of the Property plus $70,000 to cover certain closing costs,
which also approximated its net book value. Such purchase price was paid to the
Company by delivery of a promissory note in the principal amount of $1,230,000
and cash in the amount of $3,400,000. In connection with such transaction, the
Company and RICOL entered into a lease for the Property for a term of five
years, expiring May 12, 2000, with rent of $58,930 per month, subject to
increases based on increases in the Consumer Price Index, not to exceed 6% or be
less than 2% during any year of such term. The note receivable from RICOL bears
interest at 10%, and principal and interest are payable at the rate of $38,000
per annum until paid. No gain or loss was recognized on this transaction.
From time to time, the Company has made loans to Mr. Giles, which have been
evidenced by promissory notes. During fiscal 1996, the principal amount
outstanding under such loans ranged from $23,000 to $147,000, and all of such
loans had been repaid as of March 31, 1996. In February 1996, the Company loaned
$150,000 to Mr. Giles. Such loan is collateralized by a pledge of 150,000 of the
shares of the Company's common stock owned by Mr. Giles, bears interest at 5.5%,
and principal and interest are due as of March 1, 1998.
In November 1994, the Company loaned $50,000 to Charles L. Smith, the
Company's chief operating officer and a member of the Board of Directors. In
February 1996, the Board of Directors voted to grant this individual a bonus in
the amount of such loan, through the forgiveness of the related indebtedness,
and to provide him and his eligible dependents with medical and dental insurance
coverage equal to that provided to all vice presidents of the Company so long as
he continues to serve as a member of the Company's Board of Directors.
In February 1996, the Company loaned an executive of the Company the sum of
$300,000 to enable him to exercise 120,000 vested options to purchase shares of
the Company's common stock and $10,000 to pay certain tax obligations. The loan
is collateralized by the related shares, bears interest at 5.5%, and principal
and interest are due as of March 1, 1998. Due to its nature, the loan has been
classified as a reduction of stockholders' equity in the accompanying
consolidated financial statements.
14. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's balance sheet includes the following financial instruments:
cash and cash equivalents, trade accounts receivable, notes receivable from
related parties, accounts payable, accrued liabilities and debt. The Company
considers the carrying amounts in the financial statements of all financial
instruments to approximate their fair value because of the relatively short
period of time between origination of the instruments and their expected
realization or the fact that such instruments have interest rates which
approximate current market rates.
F-17
<PAGE>
CIVIL AND
COMMERCIAL AFIS
APPLICATIONS
[PICTURE OF CARD SCANNER]
[PICTURE OF CARDS]
[PICTURE OF PASSPORTS]
[PICTURE OF FINGERPRINT
SCANNER]
CREDIT CARDS
POINT OF SALE
ACCESS CONTROL
ATM
WELFARE
IMIGRATION
HEALTH CARE
DMV
LAW ENFORCEMENT
With the advent of real-time response, live-scan technology and expert matching
systems, the company believes that AFIS technology could have applications
within non-law enforcement markets. Potential civil applications for fingerprint
technology include detection of welfare fraud, voter registration and
identification, verification of immigration status, drivers' license
identification and verification of eligibility for pension benefits. In
addition, the company believes that other emerging commercial markets may be
receptive to AFIS to support functions such as identity confirmation at the
point of sale, credit card integrity checks, health care identification, and
controlled access to high security facilities, networks and databases.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of the Common Stock being registered hereunder. All of the amounts
shown are estimates except for the SEC registration fee, the NASD filing fee and
the Nasdaq National Market application fee.
<TABLE>
<CAPTION>
TO BE PAID
BY
THE COMPANY
------------
<S> <C>
SEC registration fee............................................................ $ 10,905
NASD filing fee................................................................. 3,663
Nasdaq National Market application fee.......................................... 45,610
Printing expenses............................................................... 125,000
Legal fees and expenses......................................................... 250,000
Accounting fees and expenses.................................................... 300,000
Blue sky fees and expenses...................................................... 10,000
Transfer agent and registrar fees............................................... 2,500
Miscellaneous................................................................... 22,322
------------
Total....................................................................... $ 770,000
------------
------------
</TABLE>
- ------------------------
* To be filed by amendment
The Company will bear the expenses of the Selling Stockholders in connection
with the registration of their shares, other than the underwriting discounts and
commissions.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) As permitted by the Delaware General Corporation Law, the Amended and
Restated Certificate of Incorporation of the Company (Exhibit 3.2 hereto)
eliminates the liability of directors to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a directors, except to the
extent otherwise required by the Delaware General Corporation Law.
(b) The Amended and Restated Certificate of Incorporation provides that the
Company will indemnify each person who was or is made a party to any proceeding
by reason of the fact that such person is or was a director or officer of the
Company against all expense, liability and loss reasonably incurred or suffered
by such person in connection therewith to the fullest extent authorized by the
Delaware General Corporation Law. The Company's Bylaws (Exhibit 3.3 hereto)
provide for a similar indemnity to directors and officers of the Company to the
fullest extent authorized by the Delaware General Corporation Law.
(c) The Amended and Restated Certificate of Incorporation also gives the
Company the ability to enter into indemnification agreements with each of its
directors and officers. The Company has entered into indemnification agreement
with each of its directors and officers (Exhibit 10.16 hereto), which provide
for the indemnification of directors an officers of the Company against any an
all expenses, judgments, fines, penalties and amounts paid in settlement, to the
fullest extent permitted by law.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
The following is a summary of transactions by the Company during the last
three years preceding the date hereof involving sales of the Company's
securities that were not registered under the Securities Act:
From time to time during the three years preceding the date hereof,
the Registrant issued nonqualified stock options pursuant to the
Registrant's Executive Stock Option Plan (the "Executive Plan") and the
Registrant's 1994 Stock Option Plan (the "1994 Plan") to officers,
directors and employees of the Registrant. During the period referred to
above, 123,200 options granted pursuant to the Executive Plan were
exercised for an aggregate exercise price of $308,000. No options
granted pursuant to the 1994 Plan have been exercised as of the date
hereof. Exemption from the
II-1
<PAGE>
registration provisions of the Securities Act is claimed, with respect
to the grant and subsequent exercise of substantially all of the options
referred to above, on the basis that such transactions met the
requirements of Rule 701 as promulgated under Section 3(b) of the
Securities Act.
Certain options recently granted to executive officers and a limited
number of other members of management were granted pursuant to the
exemption from the registration requirement of the Securities Act
pursuant to Section 4(2) of the Securities Act, on the basis that such
transactions did not involve any public offering and the purchasers were
sophisticated with access to the kind of information registration would
provide. No underwriting fees or broker's commissions were paid in
connection with the foregoing transactions.
On March 29, 1996, Printrak International Incorporated, a California
corporation ("Printrak California") was merged with and into its
wholly-owned subsidiary, Printrak International Inc., a Delaware
corporation ("Printrak Delaware"). In connection with the merger,
Printrak Delaware issued an aggregate of 7,323,200 shares of common
stock to the holders of common stock of Printrak California, such that
holders of common stock of Printrak California received a proportionate
interest in Printrak Delaware common stock, without giving effect to the
offering. The issuances of securities will not be registered under the
Securities Act due to the exemption from registration thereunder
provided by Section 3(a)(9) thereof.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- ----------------------------------------------------------------------------------------------------
<S> <C>
1.1 Form of Underwriting Agreement.
2.1 Agreement and Plan of Merger, dated as of March 28, 1996, between the Company and Printrak
International Incorporated, a California corporation.+
3.1 Certificate of Incorporation of the Company.+
3.2 Amended and Restated Certificate of Incorporation of the Company.
3.3 Bylaws of the Company, as currently in effect.+
4.1 Specimen Certificate of Common Stock.
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation.
10.1 Printrak International Inc. Executive Stock Option Plan (the "Executive Plan") as amended.+
10.2 Form of Nonqualified Stock Option Agreement pertaining to the Executive Plan.+
10.3 Printrak International Inc. 1994 Stock Option Plan (the "1994 Plan").+
10.4 Form of Nonqualified Stock Option Agreement pertaining to the 1994 Plan.+
10.5 Printrak International Inc. 1996 Stock Incentive Plan (the "1996 Plan").+
10.6 Form of Stock Option Agreement pertaining to the 1996 Plan.+
10.7 Form of Restricted Stock Purchase Agreement pertaining to the 1996 Plan.+
10.8 Printrak International Inc. Employee Stock Purchase Plan -- 1996.+
10.9 Printrak International Inc. Voluntary Deferred Compensation Plan.+
10.10 Employment Agreement dated May 1, 1996 between the Company and Richard M. Giles.+
10.11 Promissory Note dated March 1, 1996 by Richard M. Giles in favor of the Company.+
10.12 Stock Pledge Agreement dated March 1, 1996 between the Company and Richard M. Giles.+
10.13 Promissory Note dated March 1, 1996 by John G. Hardy in favor of the Company.+
10.14 Stock Pledge Agreement dated March 1, 1996 between the Company and John G. Hardy.+
10.15 Form of Severance Agreement between the Company and its executive officers.+
10.16 Form of Indemnification Agreement for Officers and Directors of the Company.+
10.17 Purchase and Sale Agreement dated May 12, 1995 between the Company and
RICOL, LLC.+
10.18 Promissory Note of RICOL, LLC, dated May 12, 1995 in favor of the Company.+
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- ----------------------------------------------------------------------------------------------------
10.19 Deed of Trust dated May 12, 1995 by RICOL, LLC in favor of the Company,
as beneficiary.+
<S> <C>
10.20 Commercial Lease dated May 13, 1995 between the Company and RICOL, LLC.+
10.21 Loan Agreement dated September 29, 1994 between the Company and Union Bank, as amended.+
10.22 Contract dated December 19, 1995 between the Company and Public Works and Government Services
Canada.+
23.1 Consent of Stradling, Yocca, Carlson & Rauth (see Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (see page II-4).+
99.1 Consent of G2 Research Inc.+
</TABLE>
- ------------------------
* To be filed by amendment.
+ Previously filed.
(B) FINANCIAL STATEMENT SCHEDULES
Schedule II -- Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are
not required under the related instructions or are inapplicable and
therefore have been omitted.
ITEM 17. UNDERTAKINGS
The Company hereby undertakes to provide to the Underwriters at the closing
specified in the Underwriting Agreement certificates in such denominations and
registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The Company hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of a
Registration Statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of the Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the Registrant
has duly caused this Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of
Anaheim, State of California, on the 28th day of June, 1996.
Printrak International Inc.
By: /s/ KEVIN P. MCDONNELL
-------------------------------------
Kevin P. McDonnell
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------------- -------------------- --------------
<C> <S> <C>
*
-------------------------------------
Richard M. Giles
Chairman of the
Board, Chief
Executive Officer June 28, 1996
and President
(Principal
Executive Officer)
/s/ KEVIN P.
MCDONNELL
-------------------------------------
Kevin P. McDonnell
Chief Financial
Officer and
Director (Principal June 28, 1996
Financial and
Principal
Accounting Officer)
*
-------------------------------------
Charles L. Smith
Chief Operating
Officer and June 28, 1996
Director
*
-------------------------------------
John G. Hardy
Vice President and June 28, 1996
Director
*
-------------------------------------
David L. McNeff
Vice President and June 28, 1996
Director
* By: /s/KEVIN P. MCDONNELL
Kevin P. McDonnell
Attorney-in-Fact
</TABLE>
II-4
<PAGE>
PRINTRAK INTERNATIONAL INC.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
BALANCE AT CHARGED TO
BEGINNING OF COSTS AND BALANCE AT
DESCRIPTION PERIOD EXPENSES DEDUCTIONS END OF PERIOD
------------- ----------- ----------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Year ended March 31, 1994:
Allowance for doubtful accounts receivable...... $ -- $ -- $ -- $ --
Allowance for excess and obsolete inventories... 256 334 (195) 395
----- ----- ----- -----
Total........................................... $ 256 $ 334 $ (195) $ 395
----- ----- ----- -----
----- ----- ----- -----
Year ended March 31, 1995:
Allowance for doubtful accounts receivable...... $ -- $ -- $ -- $ --
Allowance for excess and obsolete inventories... 395 243 (473) 165
----- ----- ----- -----
Total........................................... $ 395 $ 243 $ (473) $ 165
----- ----- ----- -----
----- ----- ----- -----
Year ended March 31, 1996:
Allowance for doubtful accounts receivable...... $ -- $ 309 $ (75) $ 234
Allowance for excess and obsolete inventories... 165 652 (460) 357
----- ----- ----- -----
Total........................................... $ 165 $ 961 $ (535) $ 591
----- ----- ----- -----
----- ----- ----- -----
</TABLE>
S-1
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- --------- ------------------------------------------------------------------------------------------- ---------
<S> <C> <C>
1.1 Form of Underwriting Agreement.
2.1 Agreement and Plan of Merger, dated as of March 28, 1996, between the Company and Printrak
International Incorporated, a California corporation.+
3.1 Certificate of Incorporation of the Company.+
3.2 Amended and Restated Certificate of Incorporation of the Company.
3.3 Bylaws of the Company, as currently in effect.+
4.1 Specimen Certificate of Common Stock.
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation.
10.1 Printrak International Inc. Executive Stock Option Plan (the "Executive Plan") as amended.+
10.2 Form of Nonqualified Stock Option Agreement pertaining to the Executive Plan.+
10.3 Printrak International Inc. 1994 Stock Option Plan (the "1994 Plan").+
10.4 Form of Nonqualified Stock Option Agreement pertaining to the 1994 Plan.+
10.5 Printrak International Inc. 1996 Stock Incentive Plan (the "1996 Plan").+
10.6 Form of Stock Option Agreement pertaining to the 1996 Plan.+
10.7 Form of Restricted Stock Purchase Agreement pertaining to the 1996 Plan.+
10.8 Printrak International Inc. Employee Stock Purchase Plan -- 1996.+
10.9 Printrak International Inc. Voluntary Deferred Compensation Plan.+
10.10 Employment Agreement dated May 1, 1996 between the Company and Richard M. Giles.+
10.11 Promissory Note dated March 1, 1996 by Richard M. Giles, in favor of the Company.+
10.12 Stock Pledge Agreement dated March 1, 1996 between the Company and Richard M. Giles.+
10.13 Promissory Note dated March 1, 1996 by John G. Hardy in favor of the Company.+
10.14 Stock Pledge Agreement dated March 1, 1996 between the Company and
John G. Hardy.+
10.15 Form of Severance Agreement between the Company and its executive officers.+
10.16 Form of Indemnification Agreement for Officers and Directors of the Company.+
10.17 Purchase and Sale Agreement dated May 12, 1995 between the Company and RICOL, LLC.+
10.18 Promissory Note of RICOL, LLC, dated May 12, 1995 in favor of the Company.+
10.19 Deed of Trust dated May 12, 1995 by RICOL, LLC in favor of the Company, as beneficiary.+
10.20 Commercial Lease dated May 13, 1995 between the Company and RICOL, LLC.+
10.21 Loan Agreement dated September 29, 1994 between the Company and Union Bank, as amended.+
10.22 Contract dated December 19, 1995 between the Company and Public Works and Government
Services Canada.+
23.1 Consent of Stradling, Yocca, Carlson & Rauth (see Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (see page II-4).
99.1 Consent of G2 Research, Inc.+
</TABLE>
- ------------------------
* To be filed by amendment.
+ Previously filed.
<PAGE>
2,500,000 SHARES
PRINTRAK INTERNATIONAL INC.
COMMON STOCK
UNDERWRITING AGREEMENT
July __, 1996
ROBERTSON, STEPHENS & COMPANY LLC
COWEN & COMPANY
As Representatives of the several Underwriters
c/o Robertson, Stephens & Company LLC
555 California Street
Suite 2600
San Francisco, California 94104
Ladies/Gentlemen:
Printrak International Inc., a Delaware corporation (the "Company"), and
certain stockholders of the Company named in Schedule B hereto (hereafter called
the "Selling Stockholders") address you as the Representatives of each of the
persons, firms and corporations listed in Schedule A hereto (herein collectively
called the "Underwriters") and hereby confirm their respective agreements with
the several Underwriters as follows:
1. DESCRIPTION OF SHARES. The Company proposes to issue and sell 2,000,000
shares of its authorized and unissued Common Stock, par value $.0001 per share,
to the several Underwriters. The Selling Stockholders, acting severally and not
jointly, propose to sell an aggregate of 500,000 shares of the Company's
authorized and outstanding Common Stock, par value $.0001 per share, to the
several Underwriters. The 2,000,000 shares of Common Stock, par value $.0001
per share, of the Company to be sold by the Company are hereinafter called the
"Company Shares" and the 500,000 shares of Common Stock, par value $.0001 per
share, to be sold by the Selling Stockholders are hereinafter called the
"Selling Stockholder Shares." The Company Shares and the Selling Stockholder
Shares are hereinafter collectively referred to as the "Firm Shares." The
Company also proposes to grant to the Underwriters an option to purchase up to
375,000 additional shares of the Company's Common Stock, par value $.0001 per
share (the "Option Shares"), as provided in Section 7 hereof. As used in this
Agreement, the term "Shares" shall include the Firm Shares and the Option
Shares. All shares of Common Stock, par value $.0001 per share, of the Company
to be outstanding after giving effect to the sales contemplated hereby,
including the Shares, are hereinafter referred to as "Common Stock."
2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY AND THE
PRINCIPAL STOCKHOLDER.
I. Each of the Company and Richard M. Giles (the "Principal
Stockholder") represents and warrants to and agrees with each Underwriter and
each Selling Stockholder that:
- -----------------
1 Plus an option to purchase up to 375,000 additional shares from the Company
and certain stockholders of the Company to cover over-allotments.
<PAGE>
(a) A registration statement on Form S-1 (File No. 333-4610)
with respect to the Shares, including a prospectus subject to completion, has
been prepared by the Company in conformity with the requirements of the
Securities Act of 1933, as amended (the "Act"), and the applicable rules and
regulations (the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") under the Act and has been filed with the
Commission; such amendments to such registration statement, such amended
prospectuses subject to completion and such abbreviated registration
statements pursuant to Rule 462(b) of the Rules and Regulations as may have
been required prior to the date hereof have been similarly prepared and filed
with the Commission; and the Company will file such additional amendments to
such registration statement, such amended prospectuses subject to completion
and such abbreviated registration statements as may hereafter be required.
Copies of such registration statement and amendments, of each related
prospectus subject to completion (the "Preliminary Prospectuses") and of any
abbreviated registration statement pursuant to Rule 462(b) of the Rules and
Regulations have been delivered to you.
If the registration statement relating to the Shares has been declared
effective under the Act by the Commission, the Company will prepare and promptly
file with the Commission the information omitted from the registration statement
pursuant to Rule 430A(a) or, if Robertson, Stephens & Company LLC, on behalf of
the several Underwriters, shall agree to the utilization of Rule 434 of the
Rules and Regulations, the information required to be included in any term sheet
filed pursuant to Rule 434(b) or (c), as applicable, of the Rules and
Regulations pursuant to subparagraph (1), (4) or (7) of Rule 424(b) of the Rules
and Regulations or as part of a post-effective amendment to the registration
statement (including a final form of prospectus). If the registration statement
relating to the Shares has not been declared effective under the Act by the
Commission, the Company will prepare and promptly file an amendment to the
registration statement, including a final form of prospectus, or, if Robertson,
Stephens & Company LLC, on behalf of the several Underwriters, shall agree to
the utilization of Rule 434 of the Rules and Regulations, the information
required to be included in any term sheet filed pursuant to Rule 434(b) or (c),
as applicable, of the Rules and Regulations. The term "Registration Statement"
as used in this Agreement shall mean such registration statement, including
financial statements, schedules and exhibits, in the form in which it became or
becomes, as the case may be, effective (including, if the Company omitted
information from the registration statement pursuant to Rule 430A(a) or files a
term sheet pursuant to Rule 434 of the Rules and Regulations, the information
deemed to be a part of the registration statement at the time it became
effective pursuant to Rule 430A(b) or Rule 434(d) of the Rules and Regulations)
and, in the event of any amendment thereto or the filing of any abbreviated
registration statement pursuant to Rule 462(b) of the Rules and Regulations
relating thereto after the effective date of such registration statement, shall
also mean (from and after the effectiveness of such amendment or the filing of
such abbreviated registration statement) such registration statement as so
amended, together with any such abbreviated registration statement. The term
"Prospectus" as used in this Agreement shall mean the prospectus relating to the
Shares as included in such Registration Statement at the time it becomes
effective (including, if the Company omitted information from the Registration
Statement pursuant to Rule 430A(a) of the Rules and Regulations, the information
deemed to be a part of the Registration Statement at the time it became
effective pursuant to Rule 430A(b) of the Rules and Regulations); PROVIDED,
HOWEVER, that if in reliance on Rule 434 of the Rules and Regulations and with
the consent of Robertson, Stephens & Company LLC, on behalf of the several
Underwriters, the Company shall have provided to the Underwriters a term sheet
pursuant to Rule 434(b) or (c), as applicable, prior to the time that a
confirmation is sent or given for purposes of Section 2(10)(a) of the Act, the
term "Prospectus" shall mean the "prospectus subject to completion" (as defined
in Rule 434(g) of the Rules and Regulations) last provided to the Underwriters
by the Company and circulated by the Underwriters to all prospective purchasers
of the Shares (including the information deemed to be a part of the Registration
Statement at the time it became effective pursuant to Rule 434(d) of the Rules
and Regulations). Notwithstanding the foregoing, if any revised prospectus
shall be provided to the Underwriters by the Company for use in connection with
the offering of the Shares that differs from the prospectus referred to in the
immediately preceding sentence (whether or not such revised
-2-
<PAGE>
prospectus is required to be filed with the Commission pursuant to Rule
424(b) of the Rules and Regulations), the term "Prospectus" shall refer to
such revised prospectus from and after the time it is first provided to the
Underwriters for such use. If in reliance on Rule 434 of the Rules and
Regulations and with the consent of Robertson, Stephens & Company LLC, on
behalf of the several Underwriters, the Company shall have provided to the
Underwriters a term sheet pursuant to Rule 434(b) or (c), as applicable,
prior to the time that a confirmation is sent or given for purposes of
Section 2(10)(a) of the Act, the Prospectus and the term sheet, together,
will not be materially different from the prospectus in the Registration
Statement.
(b) The Commission has not issued any order preventing or
suspending the use of any Preliminary Prospectus or instituted proceedings
for that purpose, and each such Preliminary Prospectus has conformed in all
material respects to the requirements of the Act and the Rules and
Regulations and, as of its date, has not included any untrue statement of a
material fact or omitted to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; and at the time the Registration Statement became or becomes,
as the case may be, effective and at all times subsequent thereto up to and
on the Closing Date (hereinafter defined) and on any later date on which
Option Shares are to be purchased, (i) the Registration Statement and the
Prospectus, and any amendments or supplements thereto, contained and will
contain all material information required to be included therein by the Act
and the Rules and Regulations and will in all material respects conform to
the requirements of the Act and the Rules and Regulations, (ii) the
Registration Statement, and any amendments or supplements thereto, did not
and will not include any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and (iii) the Prospectus, and any
amendments or supplements thereto, did not and will not include any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading; PROVIDED, HOWEVER, that none of the
representations and warranties contained in this subparagraph (b) shall apply
to information contained in or omitted from the Registration Statement or
Prospectus, or any amendment or supplement thereto, in reliance upon, and in
conformity with, written information relating to any Underwriter furnished to
the Company by such Underwriter specifically for use in the preparation
thereof.
(c) Each of the Company and its subsidiary has been duly
incorporated and is validly existing as a corporation in good standing under
the laws of the jurisdiction of its incorporation with full power and
authority (corporate and other) to own, lease and operate its properties and
conduct its business as described in the Prospectus; the Company owns all of
the outstanding capital stock of its subsidiary free and clear of any pledge,
lien, security interest, encumbrance, claim or equitable interest; each of
the Company and its subsidiary is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction in which the
ownership or leasing of its properties or the conduct of its business
requires such qualification, except where the failure to be so qualified or
be in good standing would not have a material adverse effect on the condition
(financial or otherwise), earnings, operations, business or business
prospects of the Company and its subsidiary considered as one enterprise; no
proceeding has been instituted in any such jurisdiction, revoking, limiting
or curtailing, or seeking to revoke, limit or curtail, such power and
authority or qualification; each of the Company and its subsidiary is in
possession of and operating in compliance with all authorizations, licenses,
certificates, consents, orders and permits from state, federal and other
regulatory authorities which are material to the conduct of its business, all
of which are valid and in full force and effect; neither the Company nor its
subsidiary is in violation of its respective charter or bylaws or in default
in the performance or observance of any material obligation, agreement,
covenant or condition contained in any material bond, debenture, note or
other evidence of indebtedness, or in any material lease, contract,
indenture, mortgage, deed of trust, loan agreement, joint venture or other
agreement or instrument to which the Company or its subsidiary is a party or
by which it or its subsidiary or their respective properties may be bound;
and neither the Company nor its subsidiary is in material violation of any
law, order, rule, regulation, writ, injunction, judgment or decree of any
court, government or governmental agency
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<PAGE>
or body, domestic or foreign, having jurisdiction over the Company or its
subsidiary or over their respective properties of which it has knowledge.
The Company does not own or control, directly or indirectly, any corporation,
association or other entity other than Printrak Limited.
(d) The Company has full legal right, power and authority to
enter into this Agreement and perform the transactions contemplated hereby.
This Agreement has been duly authorized, executed and delivered by the
Company and is a valid and binding agreement on the part of the Company,
enforceable in accordance with its terms, except as rights to indemnification
hereunder may be limited by applicable law and except as the enforcement
hereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors' rights
generally or by general equitable principles; the performance of this
Agreement and the consummation of the transactions herein contemplated will
not result in a material breach or violation of any of the terms and
provisions of, or constitute a default under, (i) any bond, debenture, note
or other evidence of indebtedness, or under any lease, contract, indenture,
mortgage, deed of trust, loan agreement, joint venture or other agreement or
instrument to which the Company or its subsidiary is a party or by which it
or its subsidiary or their respective properties may be bound, (ii) the
charter or bylaws of the Company or its subsidiary, or (iii) any law, order,
rule, regulation, writ, injunction, judgment or decree of any court,
government or governmental agency or body, domestic or foreign, having
jurisdiction over the Company or its subsidiary or over their respective
properties. No consent, approval, authorization or order of or qualification
with any court, government or governmental agency or body, domestic or
foreign, having jurisdiction over the Company or its subsidiary or over their
respective properties is required for the execution and delivery of this
Agreement and the consummation by the Company or its subsidiary of the
transactions herein contemplated, except such as may be required under the
Act or under state or other securities or Blue Sky laws, all of which
requirements have been satisfied in all material respects.
(e) There is not any pending or, to the best of the Company's
knowledge, threatened action, suit, claim or proceeding against the Company,
its subsidiary or any of their respective officers or any of their respective
properties, assets or rights before any court, government or governmental
agency or body, domestic or foreign, having jurisdiction over the Company or
its subsidiary or over their respective officers or properties or otherwise
which (i) might result in any material adverse change in the condition
(financial or otherwise), earnings, operations, business or business
prospects of the Company and its subsidiary considered as one enterprise or
might materially and adversely affect their properties, assets or rights,
(ii) might prevent consummation of the transactions contemplated hereby or
(iii) is required to be disclosed in the Registration Statement or Prospectus
and is not so disclosed; and there are no agreements, contracts, leases or
documents of the Company or its subsidiary of a character required to be
described or referred to in the Registration Statement or Prospectus or to be
filed as an exhibit to the Registration Statement by the Act or the Rules and
Regulations which have not been accurately described in all material respects
in the Registration Statement or Prospectus or filed as exhibits to the
Registration Statement.
(f) All outstanding shares of capital stock of the Company
(including the Selling Stockholder Shares) have been duly authorized and
validly issued and are fully paid and nonassessable, have been issued in
compliance with all federal and state securities laws, were not issued in
violation of or subject to any preemptive rights or other rights to subscribe
for or purchase securities, and the authorized and outstanding capital stock
of the Company is as set forth in the Prospectus under the caption
"Capitalization" and conforms in all material respects to the statements
relating thereto contained in the Registration Statement and the Prospectus
(and such statements correctly state the substance of the instruments
defining the capitalization of the Company); the Company Shares and the
Option Shares to be purchased from the Company hereunder have been duly
authorized for issuance and sale to the Underwriters pursuant to this
Agreement and, when issued and delivered by the Company against payment
therefor in accordance with the terms of this Agreement, will be duly and
validly issued and fully paid and nonassessable, and will be sold free and
clear of any pledge, lien, security interest, encumbrance, claim or equitable
interest; and no
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<PAGE>
preemptive right, co-sale right, registration right, right of first refusal
or other similar right of stockholders exists with respect to any of the
Company Shares or Option Shares to be purchased from the Company hereunder or
the issuance and sale thereof other than those that have been expressly
waived prior to the date hereof and those that will automatically expire upon
the consummation of the transactions contemplated on the Closing Date. No
further approval or authorization of any stockholder, the Board of Directors
of the Company or others is required for the issuance and sale or transfer of
the Shares except as may be required under the Act or under state or other
securities or Blue Sky laws. All issued and outstanding shares of capital
stock of the subsidiary of the Company have been duly authorized and validly
issued and are fully paid and nonassessable, and were not issued in violation
of or subject to any preemptive right, or other rights to subscribe for or
purchase shares and are owned by the Company free and clear of any pledge,
lien, security interest, encumbrance, claim or equitable interest. Except as
disclosed in or contemplated by the Prospectus and the financial statements
of the Company, and the related notes thereto, included in the Prospectus,
neither the Company nor its subsidiary has outstanding any options to
purchase, or any preemptive rights or other rights to subscribe for or to
purchase, any securities or obligations convertible into, or any contracts or
commitments to issue or sell, shares of its capital stock or any such
options, rights, convertible securities or obligations. The description of
the Company's stock option, stock bonus and other stock plans or
arrangements, and the options or other rights granted and exercised
thereunder, set forth in the Prospectus accurately and fairly presents the
information required to be shown with respect to such plans, arrangements,
options and rights.
(g) Deloitte & Touche LLP, which has examined the consolidated
financial statements of the Company, together with the related schedules and
notes, as of March 31, 1996, March 31, 1995 and March 31, 1994, all of which
Financial Statements have been filed with the Commission as a part of the
Registration Statement, and which are included in the Prospectus, are each
independent accountants within the meaning of the Act and the Rules and
Regulations; the audited consolidated financial statements of the Company,
together with the related schedules and notes, and the unaudited consolidated
financial information, forming part of the Registration Statement and
Prospectus, fairly present the financial position and the results of
operations of the Company and its subsidiary at the respective dates and for
the respective periods to which they apply; and all audited consolidated
financial statements of the Company, together with the related schedules and
notes, and the unaudited consolidated financial information, filed with the
Commission as part of the Registration Statement, have been prepared in
accordance with generally accepted accounting principles consistently applied
throughout the periods involved except as may be otherwise stated therein.
The selected and summary financial and statistical data included in the
Registration Statement present fairly the information shown therein and have
been compiled on a basis consistent with the audited financial statements
presented therein. No other financial statements or schedules are required
to be included in the Registration Statement.
(h) Subsequent to the respective dates as of which information
is given in the Registration Statement and Prospectus, there has not been (i)
any material adverse change in the condition (financial or otherwise),
earnings, operations, business or business prospects of the Company and its
subsidiary considered as one enterprise, (ii) any transaction that is
material to the Company and its subsidiary considered as one enterprise,
except transactions entered into in the ordinary course of business, (iii)
any obligation, direct or contingent, that is material to the Company and its
subsidiary considered as one enterprise, incurred by the Company or its
subsidiary, except obligations incurred in the ordinary course of business,
(iv) any change in the capital stock or outstanding indebtedness of the
Company or its subsidiary that is material to the Company and its subsidiary
considered as one enterprise, (v) any dividend or distribution of any kind
declared, paid or made on the capital stock of the Company or its subsidiary,
or (vi) any loss or damage (whether or not insured) to the property of the
Company or its subsidiary which has been sustained or will have been
sustained which has a material adverse effect on the condition (financial or
otherwise), earnings, operations, business or business prospects of the
Company and its subsidiary considered as one enterprise.
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<PAGE>
(i) Except as set forth in the Registration Statement and
Prospectus, (i) each of the Company and its subsidiary has good and
marketable title to all properties and assets described in the Registration
Statement and Prospectus as owned by it, free and clear of any pledge, lien,
security interest, encumbrance, claim or equitable interest, other than such
as would not have a material adverse effect on the condition (financial or
otherwise), earnings, operations, business or business prospects of the
Company and its subsidiary considered as one enterprise, (ii) the agreements
to which the Company or its subsidiary is a party described in the
Registration Statement and Prospectus are valid agreements, enforceable by
the Company and its subsidiary (as applicable), except as the enforcement
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors' rights
generally or by general equitable principles and, to the best of the
Company's knowledge, the other contracting party or parties thereto are not
in material breach or material default under any of such agreements, and
(iii) each of the Company and its subsidiary has valid and enforceable leases
for all properties described in the Registration Statement and Prospectus as
leased by it, except as the enforcement thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting creditors' rights generally or by general equitable
principles. Except as set forth in the Registration Statement and
Prospectus, the Company owns or leases all such properties as are necessary
to its operations as now conducted or as proposed to be conducted.
(j) The Company and its subsidiary have timely filed all
necessary federal, state and foreign income and franchise tax returns and
have paid all taxes shown thereon as due, and there is no tax deficiency that
has been or, to the best of the Company's knowledge, might be asserted
against the Company or its subsidiary that might have a material adverse
effect on the condition (financial or otherwise), earnings, operations,
business or business prospects of the Company and its subsidiary considered
as one enterprise; and all tax liabilities are adequately provided for on the
books of the Company and its subsidiary.
(k) The Company and its subsidiary maintain insurance with
insurers of recognized financial responsibility of the types and in the
amounts generally deemed adequate for their respective businesses and
consistent with insurance coverage maintained by similar companies in similar
businesses, including, but not limited to, insurance covering real and
personal property owned or leased by the Company or its subsidiary against
theft, damage, destruction, acts of vandalism and all other risks customarily
insured against, all of which insurance is in full force and effect; neither
the Company nor its subsidiary has been refused any insurance coverage sought
or applied for; and neither the Company nor its subsidiary has any reason to
believe that it will not be able to renew its existing insurance coverage as
and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business at a cost that would
not materially and adversely affect the condition (financial or otherwise),
earnings, operations, business or business prospects of the Company and its
subsidiary considered as one enterprise.
(l) To the best of Company's knowledge, no labor disturbance by
the employees of the Company or its subsidiary exists or is imminent; and the
Company is not aware of any existing or imminent labor disturbance by the
employees of any of its principal suppliers, subassemblers, value added
resellers, subcontractors, original equipment manufacturers, authorized
dealers or international distributors that might be expected to result in a
material adverse change in the condition (financial or otherwise), earnings,
operations, business or business prospects of the Company and its subsidiary
considered as one enterprise. No collective bargaining agreement exists with
any of the Company's employees and, to the best of the Company's knowledge,
no such agreement is imminent.
(m) Each of the Company and its subsidiary owns or possesses
adequate rights to use all patents, patent rights, inventions, trade secrets,
know-how, trademarks, service marks, trade names and copyrights which are
necessary to conduct its businesses as described in the Registration
Statement and Prospectus; the expiration of any patents, patent rights, trade
secrets, trademarks, service marks, trade names or copyrights would not have
a material adverse effect on the condition (financial or otherwise),
earnings,
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<PAGE>
operations, business or business prospects of the Company and its subsidiary
considered as one enterprise; the Company has not received any notice of, and
has no knowledge of, any infringement of or conflict with asserted rights of
the Company by others with respect to any patent, patent rights, inventions,
trade secrets, know-how, trademarks, service marks, trade names or
copyrights; and the Company has not received any notice of, and has no
knowledge of, any infringement of or conflict with asserted rights of others
with respect to any patent, patent rights, inventions, trade secrets,
know-how, trademarks, service marks, trade names or copyrights which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a material adverse effect on the condition (financial or
otherwise), earnings, operations, business or business prospects of the
Company and its subsidiary considered as one enterprise.
(n) The Common Stock has been approved for quotation on The
Nasdaq National Market, subject to official notice of issuance.
(o) The Company has been advised concerning the Investment
Company Act of 1940, as amended (the "1940 Act"), and the rules and
regulations thereunder, and has in the past conducted, and intends in the
future to conduct, its affairs in such a manner as to ensure that it will not
become an "investment company" or a company "controlled" by an "investment
company" within the meaning of the 1940 Act and such rules and regulations.
(p) The Company has not distributed and will not distribute
prior to the later of (i) the Closing Date, or any date on which Option
Shares are to be purchased, as the case may be, and (ii) completion of the
distribution of the Shares, any offering material in connection with the
offering and sale of the Shares other than any Preliminary Prospectuses, the
Prospectus, the Registration Statement and other materials, if any, permitted
by the Act.
(q) Neither the Principal Stockholder, the Company nor its
subsidiary has at any time during the last five (5) years (i) made any
unlawful contribution to any candidate for foreign office or failed to
disclose fully any contribution in violation of law, or (ii) made any payment
to any federal or state governmental officer or official, or other person
charged with similar public or quasi-public duties, other than payments
required or permitted by the laws of the United States or any jurisdiction
thereof.
(r) Neither the Company nor the Principal Stockholder has taken
or will take, directly or indirectly, any action designed to or that might
reasonably be expected to cause or result in stabilization or manipulation of
the price of the Common Stock to facilitate the sale or resale of the Shares.
(s) Each officer and director of the Company, each Selling
Stockholder and each beneficial owner of 2,000 or more shares of Common Stock
has agreed in writing that such person will not, for a period of 180 days
from the date that the Registration Statement is declared effective by the
Commission (the "Lock-up Period"), offer to sell, contract to sell, or
otherwise sell, dispose of, loan, pledge or grant any rights with respect to
(collectively, a "Disposition") any shares of Common Stock, any options or
warrants to purchase any shares of Common Stock or any securities convertible
into or exchangeable for shares of Common Stock (collectively, "Securities")
now owned or hereafter acquired directly by such person or with respect to
which such person has or hereafter acquires the power of disposition,
otherwise than (i) as a bona fide gift or gifts, provided the donee or donees
thereof agree in writing to be bound by this restriction, (ii) as a
distribution to limited partners or stockholders of such person, provided
that the distributees thereof agree in writing to be bound by the terms of
this restriction, or (iii) with the prior written consent of Robertson,
Stephens & Company LLC. The foregoing restriction is expressly agreed to
preclude the holder of the Securities from engaging in any hedging or other
transaction which is designed to or reasonably expected to lead to or result
in a Disposition of Securities during the Lock-up Period, even if such
Securities would be disposed of by someone other than such holder. Such
prohibited hedging or other transactions would include, without limitation,
any short sale (whether or not against the box) or any
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<PAGE>
purchase, sale or grant of any right (including, without limitation, any put
or call option) with respect to any Securities or with respect to any
security (other than a broad-based market basket or index) that includes,
relates to or derives any significant part of its value from Securities.
Furthermore, such person will also agree and consent to the entry of stop
transfer instructions with the Company's transfer agent against the transfer
of the Securities held by such person except in compliance with this
restriction. The Company has provided to counsel for the Underwriters a
complete and accurate list of all securityholders of the Company and the
number and type of securities held by each securityholder. The Company has
provided to counsel for the Underwriters true, accurate and complete copies
of all of the agreements pursuant to which its officers, directors and
stockholders have agreed to such or similar restrictions (the "Lock-up
Agreements") presently in effect or effected hereby. The Company hereby
represents and warrants that it will not release any of its officers,
directors or other stockholders from any Lock-up Agreements currently
existing or hereafter effected without the prior written consent of
Robertson, Stephens & Company LLC.
(t) Except as set forth in the Registration Statement and
Prospectus, (i) the Company is in compliance with all rules, laws and
regulations relating to the use, treatment, storage and disposal of toxic
substances and protection of health or the environment ("Environmental Laws")
which are applicable to its business, (ii) the Company has received no notice
from any governmental authority or third party of an asserted claim under
Environmental Laws, which claim is required to be disclosed in the
Registration Statement and the Prospectus, (iii) the Company will not be
required to make future material capital expenditures to comply with
Environmental Laws and (iv) no property which is owned, leased or occupied by
the Company has been designated as a Superfund site pursuant to the
Comprehensive Response, Compensation, and Liability Act of 1980, as amended
(42 U.S.C. Section 9601, ET SEQ.), or otherwise designated as a contaminated
site under applicable state or local law.
(u) The Company and its subsidiary maintain a system of internal
accounting controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management's general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain accountability for assets, (iii) access
to assets is permitted only in accordance with management's general or
specific authorization, and (iv) the recorded accountability for assets is
compared with existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.
(v) There are no outstanding loans, advances (except normal
advances for business expenses in the ordinary course of business) or
guarantees of indebtedness by the Company to or for the benefit of any of the
officers or directors of the Company or any of the members of the families of
any of them, except as disclosed in the Registration Statement and the
Prospectus.
(w) The Company has complied with all provisions of Section
517.075, Florida Statutes relating to doing business with the Government of
Cuba or with any person or affiliate located in Cuba.
(x) The Company has not had any disagreements, during its two
most recent fiscal years or any subsequent interim period, with an
independent accountant who was previously engaged as the principal accountant
to audit the Company's financial statements, or an independent accountant who
was previously engaged to audit the subsidiary of the Company and on whom the
principal accountant expressed reliance in its report (either of whom
resigned, indicated that it declined to stand for re-election after the
completion of the current audit, or was dismissed), on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s) would require disclosure
in the Registration Statement of any information described in Item
304(a)(1)(iv) or Item 304(b) of Regulation S-K, and there have not been any
reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K) that
would require disclosure in the Registration Statement of any information
described in Item 304(a)(1)(v) or Item 304(b) of Regulation S-K.
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<PAGE>
II. Each Selling Stockholder, severally and not jointly, represents
and warrants to and agrees with each Underwriter and the Company that:
(a) Such Selling Stockholder now has and on the Closing Date,
and on any later date on which Option Shares are purchased, will have valid
marketable title to the Shares to be sold by such Selling Stockholder, free
and clear of any pledge, lien, security interest, encumbrance, claim or
equitable interest other than pursuant to this Agreement; and upon delivery
of such Shares hereunder and payment of the purchase price as herein
contemplated, each of the Underwriters will obtain valid marketable title to
the Shares purchased by it from such Selling Stockholder, free and clear of
any pledge, lien, security interest pertaining to such Selling Stockholder or
such Selling Stockholder's property, encumbrance, claim or equitable
interest, including any liability for estate or inheritance taxes, or any
liability to or claims of any creditor, devisee, legatee or beneficiary of
such Selling Stockholder.
(b) Such Selling Stockholder has duly authorized (if
applicable), executed and delivered, in the form heretofore furnished to the
Representatives, a Custody Agreement and Power of Attorney (the "Custody
Agreement and Power of Attorney") appointing Richard M. Giles and Kevin P.
McDonnell as attorneys-in-fact (collectively, the "Attorneys" and
individually, an "Attorney") and appointing Chase Mellon Shareholder Services
as custodian (the "Custodian"); the Custody Agreement and Power of Attorney
constitutes a valid and binding agreement on the part of such Selling
Stockholder, enforceable in accordance with its terms, except as the
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting
creditors' rights generally or by general equitable principles; and each of
such Attorneys, acting alone, is authorized to execute and deliver this
Agreement and the certificate referred to in Section 6(g) hereof on behalf of
such Selling Stockholder, to determine the purchase price to be paid by the
several Underwriters to such Selling Stockholder as provided in Section 3
hereof, to authorize the delivery of the Selling Stockholder Shares and the
Option Shares to be sold by such Selling Stockholder under this Agreement and
to duly endorse (in blank or otherwise) the certificate or certificates
representing such Shares or a stock power or powers with respect thereto, to
accept payment therefor, and otherwise to act on behalf of such Selling
Stockholder in connection with this Agreement.
(c) All consents, approvals, authorizations and orders required
for the execution and delivery by such Selling Stockholder of the Custody
Agreement and Power of Attorney, the execution and delivery by or on behalf
of such Selling Stockholder of this Agreement and the sale and delivery of
the Selling Stockholder Shares and the Option Shares to be sold by such
Selling Stockholder under this Agreement (other than, at the time of the
execution hereof (if the Registration Statement has not yet been declared
effective by the Commission), the issuance of the order of the Commission
declaring the Registration Statement effective and such consents, approvals,
authorizations or orders as may be necessary under state or other securities
or Blue Sky laws) have been obtained and are in full force and effect; such
Selling Stockholder, if other than a natural person, has been duly organized
and is validly existing in good standing under the laws of the jurisdiction
of its organization as the type of entity that it purports to be; and such
Selling Stockholder has full legal right, power and authority to enter into
and perform its obligations under this Agreement and such Custody Agreement
and Power of Attorney, and to sell, assign, transfer and deliver the Shares
to be sold by such Selling Stockholder under this Agreement.
(d) Such Selling Stockholder will not, during the Lock-up
Period, effect the Disposition of any Securities now owned or hereafter
acquired directly by such Selling Stockholder or with respect to which such
Selling Stockholder has or hereafter acquires the power of disposition,
otherwise than (i) as a bona fide gift or gifts, provided the donee or donees
thereof agree in writing to be bound by this restriction, (ii) as a
distribution to limited partners or stockholders of such Selling Stockholder,
provided that the distributees thereof agree in writing to be bound by the
terms of this restriction, or (iii) with the prior
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<PAGE>
written consent of Robertson, Stephens & Company LLC. The foregoing
restriction is expressly agreed to preclude the holder of the Securities from
engaging in any hedging or other transaction which is designed to or
reasonably expected to lead to or result in a Disposition of Securities
during the Lock-up Period, even if such Securities would be disposed of by
someone other than the Selling Stockholder. Such prohibited hedging or other
transactions would including, without limitation, any short sale (whether or
not against the box) or any purchase, sale or grant of any right (including,
without limitation, any put or call option) with respect to any Securities or
with respect to any security (other than a broad-based market basket or
index) that includes, relates to or derives any significant part of its value
from Securities. Such Selling Stockholder also agrees and consents to the
entry of stop transfer instructions with the Company's transfer agent against
the transfer of the securities held by such Selling Stockholder except in
compliance with this restriction.
(e) Certificates in negotiable form for all Shares to be sold by
such Selling Stockholder under this Agreement, together with a stock power or
powers duly endorsed in blank by such Selling Stockholder, have been placed
in custody with the Custodian for the purpose of effecting delivery hereunder.
(f) This Agreement has been duly authorized by each Selling
Stockholder that is not a natural person and has been duly executed and
delivered by or on behalf of such Selling Stockholder and is a valid and
binding agreement of such Selling Stockholder, enforceable in accordance with
its terms, except as rights to indemnification hereunder may be limited by
applicable law and except as the enforcement hereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting creditors' rights generally or by general equitable
principles; and the performance of this Agreement and the consummation of the
transactions herein contemplated will not result in a breach or violation of
any of the terms and provisions of or constitute a default under any bond,
debenture, note or other evidence of indebtedness, or under any lease,
contract, indenture, mortgage, deed of trust, loan agreement, joint venture
or other agreement or instrument to which such Selling Stockholder is a party
or by which such Selling Stockholder, or any Selling Stockholder Shares, may
be bound or, to the best of such Selling Stockholders' knowledge, result in
any violation of any law, order, rule, regulation, writ, injunction, judgment
or decree of any court, government or governmental agency or body, domestic
or foreign, having jurisdiction over such Selling Stockholder or over the
properties of such Selling Stockholder, or, if such Selling Stockholder is
other than a natural person, result in any violation of any provisions of the
charter, bylaws or other organizational documents of such Selling Stockholder.
(g) Such Selling Stockholder has not taken and will not take,
directly or indirectly, any action designed to or that might reasonably be
expected to cause or result in stabilization or manipulation of the price of
the Common Stock to facilitate the sale or resale of the Shares.
(h) Such Selling Stockholder has not distributed and will not
distribute any prospectus or other offering material in connection with the
offering and sale of the Shares.
(i) All information furnished by or on behalf of such Selling
Stockholder relating to such Selling Stockholder and the Selling Stockholder
Shares that is contained in the representations and warranties of such
Selling Stockholder in such Selling Stockholder's Custody Agreement and Power
of Attorney or set forth in the Registration Statement and the Prospectus is,
and at the time the Registration Statement became or becomes, as the case may
be, effective and at all times subsequent thereto up to and on the Closing
Date, and on any later date on which Option Shares are to be purchased, was
or will be, true, correct and complete, and does not, and at the time the
Registration Statement became or becomes, as the case may be, effective and
at all times subsequent thereto up to and on the Closing Date (hereinafter
defined), and on any later date on which Option Shares are to be purchased,
will not, contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make such
information not misleading.
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<PAGE>
(j) Such Selling Stockholder will review the Prospectus and will
comply with all agreements and satisfy all conditions on its part to be
complied with or satisfied pursuant to this Agreement on or prior to the
Closing Date, and will advise one of its Attorneys and Robertson, Stephens &
Company LLC prior to the Closing Date, if any statement to be made on behalf
of such Selling Stockholder in the certificate contemplated by Section 6(g)
would be inaccurate if made as of the Closing Date.
(k) Such Selling Stockholder does not have, or has waived prior
to the date hereof, any preemptive right, co-sale right or right of first
refusal or other similar right to purchase any of the Shares that are to be
sold by the Company or any of the other Selling Stockholders to the
Underwriters pursuant to this Agreement; such Selling Stockholder does not
have, or has waived prior to the date hereof, any registration right or other
similar right to participate in the offering made by the Prospectus, other
than such rights of participation as have been satisfied by the participation
of such Selling Stockholder in the transactions to which this Agreement
relates in accordance with the terms of this Agreement; and such Selling
Stockholder does not own any warrants, options or similar rights to acquire,
and does not have any right or arrangement to acquire, any capital stock,
rights, warrants, options or other securities from the Company, other than
those described in the Registration Statement and the Prospectus.
(l) Such Selling Stockholder is not aware (without having
conducted any investigation or inquiry) that any of the representations and
warranties of the Company set forth in Section 2.I. above is untrue or
inaccurate in any material respect.
3. PURCHASE, SALE AND DELIVERY OF SHARES. On the basis of the
representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company and the Selling
Stockholders agree to sell to the Underwriters, and each Underwriter agrees,
severally and not jointly, to purchase from the Company and the Selling
Stockholders, respectively, at a purchase price of $_____ per share, the
respective number of Company Shares and Selling Stockholder Shares set forth
opposite the names of the Company and the Selling Stockholders in Schedule B
hereto. The obligation of each Underwriter to the Company and to each
Selling Stockholder shall be to purchase from the Company or such Selling
Stockholder that number of Company Shares or Selling Stockholder Shares, as
the case may be, which (as nearly as practicable, as determined by you) is in
the same proportion to the number of Company Shares or Selling Stockholder
Shares, as the case may be, set forth opposite the name of the Company or
such Selling Stockholder in Schedule B hereto as the number of Firm Shares
which is set forth opposite the name of such Underwriter in Schedule A hereto
(subject to adjustment as provided in Section 10) is to the total number of
Firm Shares to be purchased by all the Underwriters under this Agreement.
The certificates in negotiable form for the Selling Stockholder
Shares have been placed in custody (for delivery under this Agreement) under
the Custody Agreement and Power of Attorney. Each Selling Stockholder agrees
that the certificates for the Selling Stockholder Shares of such Selling
Stockholder so held in custody are subject to the interests of the
Underwriters hereunder, that the arrangements made by such Selling
Stockholder for such custody, including the Custody Agreement and Power of
Attorney is to that extent irrevocable and that the obligations of such
Selling Stockholder hereunder shall not be terminated by the act of such
Selling Stockholder or by operation of law, whether by the death or
incapacity of such Selling Stockholder or the occurrence of any other event,
except as specifically provided herein or in the Custody Agreement and Power
of Attorney. If any Selling Stockholder should die or be incapacitated, or
if any other such event should occur, before the delivery of the certificates
for the Selling Stockholder Shares hereunder, the Selling Stockholder Shares
to be sold by such Selling Stockholder shall, except as specifically provided
herein or in the Custody Agreement and Power of Attorney, be delivered by the
Custodian in accordance with the terms and conditions of this Agreement as if
such death, incapacity or other event had not occurred, regardless of whether
the Custodian shall have received notice of such death or other event.
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Delivery of definitive certificates for the Firm Shares to be
purchased by the Underwriters pursuant to this Section 3 shall be made
against payment of the purchase price therefor by the several Underwriters by
certified or official bank check or checks drawn in next-day funds, payable
to the order of the Company with regard to the Shares being purchased from
the Company, and to the order of the Custodian for the respective accounts of
the Selling Stockholders with regard to the Shares being purchased from such
Selling Stockholders (and the Company and such Selling Stockholders agree not
to deposit and to cause the Custodian not to deposit any such check in the
bank on which it is drawn, and not to take any other action with the purpose
or effect of receiving immediately available funds, until the business day
following the date of its delivery to the Company or the Custodian, as the
case may be, and, in the event of any breach of the foregoing, the Company or
the Selling Stockholders, as the case may be, shall reimburse the
Underwriters for the interest lost and any other expenses borne by them by
reason of such breach), at the offices of Stradling, Yocca, Carlson & Rauth,
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660 (or at
such other place as may be agreed upon among the Representatives, the Company
and the Selling Stockholders), at 7:00 A.M., San Francisco time (a) on the
third (3rd) full business day following the first day that Shares are traded,
(b) if this Agreement is executed and delivered after 1:30 P.M., San
Francisco time, the fourth (4th) full business day following the day that
this Agreement is executed and delivered or (c) at such other time and date
not later than seven (7) full business days following the first day that
Shares are traded as the Representatives, the Company and the Selling
Stockholders may determine (or at such time and date to which payment and
delivery shall have been postponed pursuant to Section 10 hereof), such time
and date of payment and delivery being herein called the "Closing Date";
PROVIDED, HOWEVER, that if the Company has not made available to the
Representatives copies of the Prospectus within the time provided in Section
4(d) hereof, the Representatives may, in their sole discretion, postpone the
Closing Date until no later than two (2) full business days following
delivery of copies of the Prospectus to the Representatives. The
certificates for the Firm Shares to be so delivered will be made available to
you at such office or such other location including, without limitation, in
New York City, as you may reasonably request for checking at least one (1)
full business day prior to the Closing Date and will be in such names and
denominations as you may request, such request to be made at least two (2)
full business days prior to the Closing Date. If the Representatives so
elect, delivery of the Firm Shares may be made by credit through full fast
transfer to the accounts at The Depository Trust Company designated by the
Representatives.
It is understood that you, individually, and not as the
Representatives of the several Underwriters, may (but shall not be obligated
to) make payment of the purchase price on behalf of any Underwriter or
Underwriters whose check or checks shall not have been received by you prior
to the Closing Date for the Firm Shares to be purchased by such Underwriter
or Underwriters. Any such payment by you shall not relieve any such
Underwriter or Underwriters of any of its or their obligations hereunder.
After the Registration Statement becomes effective, the several
Underwriters intend to make an initial public offering (as such term is
described in Section 11 hereof) of the Firm Shares at an initial public
offering price of $_____ per share. After the initial public offering, the
several Underwriters may, in their discretion, vary the public offering price.
The information set forth in the last paragraph on the front cover
page (insofar as such information relates to the Underwriters), at the bottom
of the inside front cover page, concerning stabilization and over-allotment
by the Underwriters, and under the second and seventh paragraphs under the
caption "Underwriting" in any Preliminary Prospectus and in the final form of
Prospectus filed pursuant to Rule 424(b) constitutes the only information
furnished by the Underwriters to the Company for inclusion in any Preliminary
Prospectus, the Prospectus or the Registration Statement, and you, on behalf
of the respective Underwriters, represent and warrant to the Company that the
statements made therein do not include any untrue statement of a material
fact or omit to state a material fact required to be stated therein
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or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
4. FURTHER AGREEMENTS OF THE COMPANY. The Company agrees with the
several Underwriters that:
(a) The Company will use its best efforts to cause the
Registration Statement and any amendment thereof, if not effective at the
time and date that this Agreement is executed and delivered by the parties
hereto, to become effective as promptly as possible; the Company will use its
best efforts to cause any abbreviated registration statement pursuant to Rule
462(b) of the Rules and Regulations as may be required subsequent to the date
the Registration Statement is declared effective to become effective as
promptly as possible; the Company will notify you, promptly after it shall
receive notice thereof, of the time when the Registration Statement, any
subsequent amendment to the Registration Statement or any abbreviated
registration statement has become effective or any supplement to the
Prospectus has been filed; if the Company omitted information from the
Registration Statement at the time it was originally declared effective in
reliance upon Rule 430A(a) of the Rules and Regulations, the Company will
provide evidence satisfactory to you that the Prospectus contains such
information and has been filed, within the time period prescribed, with the
Commission pursuant to subparagraph (1) or (4) of Rule 424(b) of the Rules
and Regulations or as part of a post-effective amendment to such Registration
Statement as originally declared effective which is declared effective by the
Commission; if the Company files a term sheet pursuant to Rule 434 of the
Rules and Regulations, the Company will provide evidence satisfactory to you
that the Prospectus and term sheet meeting the requirements of Rule 434(b) or
(c), as applicable, of the Rules and Regulations, have been filed, within the
time period prescribed, with the Commission pursuant to subparagraph (7) of
Rule 424(b) of the Rules and Regulations; if for any reason the filing of the
final form of Prospectus is required under Rule 424(b)(3) of the Rules and
Regulations, it will provide evidence satisfactory to you that the Prospectus
contains such information and has been filed with the Commission within the
time period prescribed; it will notify you promptly of any request by the
Commission for the amending or supplementing of the Registration Statement or
the Prospectus or for additional information; promptly upon your request, it
will prepare and file with the Commission any amendments or supplements to
the Registration Statement or Prospectus which, in the opinion of counsel for
the several Underwriters ("Underwriters' Counsel"), may be necessary or
advisable in connection with the distribution of the Shares by the
Underwriters; it will promptly prepare and file with the Commission, and
promptly notify you of the filing of, any amendments or supplements to the
Registration Statement or Prospectus which may be necessary to correct any
statements or omissions, if, at any time when a prospectus relating to the
Shares is required to be delivered under the Act, any event shall have
occurred as a result of which the Prospectus or any other prospectus relating
to the Shares as then in effect would include any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; in case any Underwriter is required to deliver a prospectus
nine (9) months or more after the effective date of the Registration
Statement in connection with the sale of the Shares, it will prepare promptly
upon request, but at the expense of such Underwriter, such amendment or
amendments to the Registration Statement and such prospectus or prospectuses
as may be necessary to permit compliance with the requirements of Section
10(a)(3) of the Act; and it will file no amendment or supplement to the
Registration Statement or Prospectus which shall not previously have been
submitted to you a reasonable time prior to the proposed filing thereof or to
which you shall reasonably object in writing, subject, however, to compliance
with the Act and the Rules and Regulations and the provisions of this
Agreement.
(b) The Company will advise you, promptly after it shall receive
notice or obtain knowledge, of the issuance of any stop order by the
Commission suspending the effectiveness of the Registration Statement or of
the initiation or threat of any proceeding for that purpose; and it will
promptly use its best efforts to prevent the issuance of any stop order or to
obtain its withdrawal at the earliest possible moment if such stop order
should be issued.
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(c) The Company will use its best efforts to qualify the Shares
for offering and sale under the securities laws of such jurisdictions as you
may designate and to continue such qualifications in effect for so long as
may be required for purposes of the distribution of the Shares, except that
the Company shall not be required in connection therewith or as a condition
thereof to qualify as a foreign corporation or to execute a general consent
to service of process in any jurisdiction in which it is not otherwise
required to be so qualified or to so execute a general consent to service of
process. In each jurisdiction in which the Shares shall have been qualified
as above provided, the Company will make and file such statements and reports
in each year as are or may be reasonably required by the laws of such
jurisdiction.
(d) The Company will furnish to you, as soon as available, and,
in the case of the Prospectus and any term sheet or abbreviated term sheet
under Rule 434, in no event later than the first (1st) full business day
following the first day that Shares are traded, copies of the Registration
Statement (three of which will be signed and which will include all
exhibits), each Preliminary Prospectus, the Prospectus and any amendments or
supplements to such documents, including any prospectus prepared to permit
compliance with Section 10(a)(3) of the Act, all in such quantities as you
may from time to time reasonably request. Notwithstanding the foregoing, if
Robertson, Stephens & Company LLC, on behalf of the several Underwriters,
shall agree to the utilization of Rule 434 of the Rules and Regulations, the
Company shall provide to you copies of a Preliminary Prospectus updated in
all respects through the date specified by you in such quantities as you may
from time to time reasonably request.
(e) The Company will make generally available to its
stockholders as soon as practicable, but in any event not later than the
forty-fifth (45th) day following the end of the fiscal quarter first
occurring after the first anniversary of the effective date of the
Registration Statement, an earnings statement (which will be in reasonable
detail but need not be audited) complying with the provisions of Section
11(a) of the Act and covering a twelve (12) month period beginning after the
effective date of the Registration Statement.
(f) During a period of five (5) years after the date hereof, the
Company will furnish to its stockholders as soon as practicable after the end
of each respective period, annual reports (including financial statements
audited by independent certified public accountants) and unaudited quarterly
reports of operations for each of the first three quarters of the fiscal
year, and will furnish to you and the other several Underwriters hereunder,
upon request (i) concurrently with furnishing such reports to its
stockholders, statements of operations of the Company for each of the first
three (3) quarters in the form furnished to the Company's stockholders, (ii)
concurrently with furnishing to its stockholders, a balance sheet of the
Company as of the end of such fiscal year, together with statements of
operations, of stockholders' equity, and of cash flows of the Company for
such fiscal year, accompanied by a copy of the certificate or report thereon
of independent certified public accountants, (iii) as soon as they are
available, copies of all reports (financial or other) mailed to stockholders,
(iv) as soon as they are available, copies of all reports and financial
statements furnished to or filed with the Commission, any securities exchange
or the National Association of Securities Dealers, Inc. ("NASD"), (v) every
material press release and every material news item or article in respect of
the Company or its affairs which was generally released to stockholders or
prepared by the Company or any of its subsidiaries, and (vi) any additional
information of a public nature concerning the Company or any of its
subsidiaries, or its business which you may reasonably request. During such
five (5) year period, if the Company shall have active subsidiaries, the
foregoing financial statements shall be on a consolidated basis to the extent
that the accounts of the Company and its subsidiaries are consolidated, and
shall be accompanied by similar financial statements for any significant
subsidiary which is not so consolidated.
(g) The Company will apply the net proceeds from the sale of the
Shares being sold by it in the manner set forth under the caption "Use of
Proceeds" in the Prospectus.
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(h) The Company will maintain a transfer agent and, if necessary
under the jurisdiction of incorporation of the Company, a registrar (which
may be the same entity as the transfer agent) for its Common Stock.
(i) The Company will file Form SR in conformity with the
requirements of the Act and the Rules and Regulations.
(j) If the transactions contemplated hereby are not consummated
by reason of any failure, refusal or inability on the part of the Company or
any Selling Stockholder to perform any agreement on their respective parts to
be performed hereunder or to fulfill any condition of the Underwriters'
obligations hereunder, or if the Company shall terminate this Agreement
pursuant to Section 11(a) hereof, or if the Underwriters shall terminate this
Agreement pursuant to Section 11(b)(i), the Company will reimburse the
several Underwriters for all out-of-pocket expenses (including fees and
disbursements of Underwriters' Counsel) incurred by the Underwriters in
investigating or preparing to market or marketing the Shares.
(k) If at any time during the ninety (90) day period after the
Registration Statement becomes effective, any rumor, publication or event
relating to or affecting the Company shall occur as a result of which in your
opinion the market price of the Common Stock has been or is likely to be
materially affected (regardless of whether such rumor, publication or event
necessitates a supplement to or amendment of the Prospectus), the Company
will, after written notice from you advising the Company to the effect set
forth above, forthwith prepare, consult with you concerning the substance of
and disseminate a press release or other public statement, reasonably
satisfactory to you, responding to or commenting on such rumor, publication
or event.
(l) During the Lock-up Period, the Company will not, without the
prior written consent of Robertson Stephens & Company LLC, effect the
Disposition of, directly or indirectly, any Securities other than the sale of
the Company Shares and the Option Shares to be sold by the Company hereunder
and the Company's issuance of options or Common Stock under the Company's
presently authorized Executive Stock Option Plan, 1994 Stock Option Plan or
1996 Stock Incentive Plan (the "Option Plans").
(m) During a period of ninety (90) days from the effective date
of the Registration Statement, the Company will not file a registration
statement registering shares under the Option Plan or other employee benefit
plan.
5. EXPENSES.
(a) The Company and the Selling Stockholders agree with each
Underwriter that:
(i) The Company will pay and bear all costs and expenses in
connection with the preparation, printing and filing of the Registration
Statement (including financial statements, schedules and exhibits),
Preliminary Prospectuses and the Prospectus and any amendments or
supplements thereto; the printing of this Agreement, the Agreement Among
Underwriters, the Selected Dealer Agreement, the Preliminary Blue Sky
Survey and any Supplemental Blue Sky Survey, the Underwriters'
Questionnaire and the Custody Agreement and Power of Attorney, and any
instruments related to any of the foregoing; the issuance and delivery
of the Shares hereunder to the several Underwriters, including transfer
taxes, if any, the cost of all certificates representing the Shares and
transfer agents' and registrars' fees; the fees and disbursements of
counsel for the Company; all fees and other charges of the Company's
independent certified public accountants; the cost of furnishing to the
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several Underwriters copies of the Registration Statement (including
appropriate exhibits), Preliminary Prospectus and the Prospectus, and
any amendments or supplements to any of the foregoing; NASD filing fees
and the cost of qualifying the Shares under the laws of such
jurisdictions as you may designate (including filing fees and fees and
disbursements of Underwriters' Counsel in connection with such NASD
filings and Blue Sky qualifications); and all other expenses directly
incurred by the Company and the Selling Stockholders in connection with
the performance of their obligations hereunder. Any additional expenses
incurred as a result of the sale of the Shares by the Selling
Stockholders will be borne collectively by the Company and the Selling
Stockholders. The provisions of this Section 5(a)(i) are intended to
relieve the Underwriters from the payment of the expenses and costs
which the Company hereby agrees to pay, but shall not affect any
agreement which the Selling Stockholders and the Company may make, or
may have made, for the sharing of any of such expenses and costs. Such
agreements shall not impair the obligations of the Company and the
Selling Stockholders hereunder to the several Underwriters.
(ii) In addition to its other obligations under Section 8(a)
hereof, the Company agrees that, as an interim measure during the
pendency of any claim, action, investigation, inquiry or other
proceeding described in Section 8(a) hereof, it will reimburse the
Underwriters on a monthly basis for all reasonable legal or other
expenses incurred in connection with investigating or defending any such
claim, action, investigation, inquiry or other proceeding,
notwithstanding the absence of a judicial determination as to the
propriety and enforceability of the Company's obligation to reimburse
the Underwriters for such expenses and the possibility that such
payments might later be held to have been improper by a court of
competent jurisdiction. To the extent that any such interim
reimbursement payment is so held to have been improper, the Underwriters
shall promptly return such payment to the Company together with
interest, compounded daily, determined on the basis of the prime rate
(or other commercial lending rate for borrowers of the highest credit
standing) listed from time to time in The Wall Street Journal which
represents the base rate on corporate loans posted by a substantial
majority of the nation's thirty (30) largest banks (the "Prime Rate").
Any such interim reimbursement payments which are not made to the
Underwriters within thirty (30) days of a request for reimbursement
shall bear interest at the Prime Rate from the date of such request.
(iii) In addition to their other obligations under Section 8(b)
hereof, each Selling Stockholder agrees that, as an interim measure
during the pendency of any claim, action, investigation, inquiry or
other proceeding described in Section 8(b) hereof relating to such
Selling Stockholder, it will reimburse the Underwriters on a monthly
basis for all reasonable legal or other expenses incurred in connection
with investigating or defending any such claim, action, investigation,
inquiry or other proceeding, notwithstanding the absence of a judicial
determination as to the propriety and enforceability of such Selling
Stockholder's obligation to reimburse the Underwriters for such expenses
and the possibility that such payments might later be held to have been
improper by a court of competent jurisdiction. To the extent that any
such interim reimbursement payment is so held to have been improper, the
Underwriters shall promptly return such payment to the Selling
Stockholders, together with interest, compounded daily, determined on
the basis of the Prime Rate. Any such interim reimbursement payments
which are not made to the Underwriters within thirty (30) days of a
request for reimbursement shall bear interest at the Prime Rate from the
date of such request.
(b) In addition to their other obligations under Section 8(c)
hereof, the Underwriters severally and not jointly agree that, as an interim
measure during the pendency of any claim, action,
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investigation, inquiry or other proceeding described in Section 8(c) hereof,
they will reimburse the Company and each Selling Stockholder on a monthly
basis for all reasonable legal or other expenses incurred in connection with
investigating or defending any such claim, action, investigation, inquiry or
other proceeding, notwithstanding the absence of a judicial determination as
to the propriety and enforceability of the Underwriters' obligation to
reimburse the Company and each such Selling Stockholder for such expenses and
the possibility that such payments might later be held to have been improper
by a court of competent jurisdiction. To the extent that any such interim
reimbursement payment is so held to have been improper, the Company and each
such Selling Stockholder shall promptly return such payment to the
Underwriters together with interest, compounded daily, determined on the
basis of the Prime Rate. Any such interim reimbursement payments which are
not made to the Company and each such Selling Stockholder within thirty (30)
days of a request for reimbursement shall bear interest at the Prime Rate
from the date of such request.
(c) It is agreed that any controversy arising out of the
operation of the interim reimbursement arrangements set forth in Sections
5(a)(ii), 5(a)(iii) and 5(b) hereof, including the amounts of any requested
reimbursement payments, the method of determining such amounts and the basis
on which such amounts shall be apportioned among the reimbursing parties,
shall be settled by arbitration conducted under the provisions of the
Constitution and Rules of the Board of Governors of the New York Stock
Exchange, Inc. or pursuant to the Code of Arbitration Procedure of the NASD.
Any such arbitration must be commenced by service of a written demand for
arbitration or a written notice of intention to arbitrate, therein electing
the arbitration tribunal. In the event the party demanding arbitration does
not make such designation of an arbitration tribunal in such demand or
notice, then the party responding to said demand or notice is authorized to
do so. Any such arbitration will be limited to the operation of the interim
reimbursement provisions contained in Sections 5(a)(ii), 5(a)(iii) and 5(b)
hereof and will not resolve the ultimate propriety or enforceability of the
obligation to indemnify for expenses which is created by the provisions of
Sections 8(a), 8(b) and 8(c) hereof or the obligation to contribute to
expenses which is created by the provisions of Section 8(e) hereof.
6. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of the
several Underwriters to purchase and pay for the Shares as provided herein
shall be subject to the accuracy, as of the date hereof and the Closing Date
and any later date on which Option Shares are to be purchased, as the case
may be, of the representations and warranties of the Company, the Principal
Stockholder and the Selling Stockholders herein, to the performance by the
Company and the Selling Stockholders of their respective obligations
hereunder and to the following additional conditions:
(a) The Registration Statement shall have become effective not
later than 2:00 P.M., San Francisco time, on the date following the date of
this Agreement, or such later date as shall be consented to in writing by
you; and no stop order suspending the effectiveness thereof shall have been
issued and no proceedings for that purpose shall have been initiated or, to
the knowledge of the Company, any Selling Stockholder or any Underwriter,
threatened by the Commission, and any request of the Commission for
additional information (to be included in the Registration Statement or the
Prospectus or otherwise) shall have been complied with to the satisfaction of
Underwriters' Counsel.
(b) All corporate proceedings and other legal matters in
connection with this Agreement, including, without limitation, the completion
of the reincorporation merger of the Company in Delaware as described in the
Prospectus, the form of Registration Statement and the Prospectus, and the
registration, authorization, issue, sale and delivery of the Shares, shall
have been reasonably satisfactory to Underwriters' Counsel, and such counsel
shall have been furnished with such papers and information as they may
reasonably have requested to enable them to pass upon the matters referred to
in this Section.
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(c) Subsequent to the execution and delivery of this Agreement
and prior to the Closing Date there shall not have been any change in the
condition (financial or otherwise), earnings, operations, business or
business prospects of the Company and its subsidiary considered as one
enterprise from that set forth in the Registration Statement or Prospectus,
which, in your sole judgment, is material and adverse and that makes it, in
your sole judgment, impracticable or inadvisable to proceed with the public
offering of the Shares as contemplated by the Prospectus.
(d) You shall have received on the Closing Date and on any later
date on which Option Shares are purchased, as the case may be, the following
opinion of counsel for the Company and the Selling Stockholders, dated the
Closing Date or such later date on which Option Shares are purchased
addressed to the Underwriters and with reproduced copies or signed
counterparts thereof for each of the Underwriters, to the effect that:
(i) The Company and each Significant Subsidiary (as defined in
item 3-01 of Regulation S-X) has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation;
(ii) The Company and each Significant Subsidiary has the
corporate power and authority to own, lease and operate its properties
and to conduct its business as described in the Prospectus;
(iii) The Company and each Significant Subsidiary is duly
qualified to do business as a foreign corporation and is in good
standing in each jurisdiction, if any, in which the ownership or leasing
of its properties or the conduct of its business requires such
qualification, except where the failure to be so qualified or be in good
standing would not have a material adverse effect on the condition
(financial or otherwise), earnings, operations or business of the
Company and its subsidiary considered as one enterprise. To such
counsel's knowledge, the Company does not own or control, directly or
indirectly, any corporation, association or other entity other than
Printrak Limited;
(iv) The authorized, issued and outstanding capital stock of the
Company is as set forth in the Prospectus under the caption
"Capitalization" as of the dates stated therein, the issued and
outstanding shares of capital stock of the Company (including the
Selling Stockholder Shares) have been duly and validly issued and are
fully paid and nonassessable, have been issued in compliance with all
federal and state securities laws and, to such counsel's knowledge, will
not have been issued in violation of or subject to any preemptive right,
co-sale right, registration right, right of first refusal or other
similar right;
(v) All issued and outstanding shares of capital stock of each
Significant Subsidiary of the Company have been duly authorized and
validly issued and are fully paid and nonassessable, have been issued in
compliance with all federal and state securities laws and, to such
counsel's knowledge, have not been issued in violation of or subject to
any preemptive right, co-sale right, registration right, right of first
refusal or other similar right and are owned by the Company free and
clear of any pledge, lien, security interest, encumbrance, claim or
equitable interest;
(vi) The Firm Shares or the Option Shares, as the case may be, to
be issued by the Company pursuant to the terms of this Agreement have
been duly authorized and, upon issuance and delivery against payment
therefor in accordance with the terms hereof, will be duly and validly
issued and fully paid and nonassessable, and to such counsel's knowledge
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will not have been issued in violation of or subject to any preemptive
right, co-sale right, registration right, right of first refusal or
other similar right of stockholders;
(vii) The Company has the corporate power and authority to enter
into this Agreement and to issue, sell and deliver to the Underwriters
the Shares to be issued and sold by it hereunder;
(viii) This Agreement has been duly authorized by all necessary
corporate action on the part of the Company and has been duly executed
and delivered by the Company and, assuming due authorization, execution
and delivery by you, is a valid and binding agreement of the Company,
enforceable in accordance with its terms, except insofar as
indemnification provisions may be limited by applicable law and except
as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting
creditors' rights generally or by general equitable principles;
(ix) The Registration Statement has become effective under the
Act and, to such counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or are pending or
threatened under the Act;
(x) The Registration Statement and the Prospectus, and each
amendment or supplement thereto (other than the financial statements
(including supporting schedules) and financial data derived therefrom as
to which such counsel need express no opinion), as of the effective date
of the Registration Statement, complied as to form in all material
respects with the requirements of the Act and the applicable Rules and
Regulations;
(xi) The information in the Prospectus under the caption
"Description of Capital Stock," to the extent that it constitutes
matters of law or legal conclusions, has been reviewed by such counsel
and is a fair summary of such matters and conclusions; and the forms of
certificates evidencing the Common Stock and filed as exhibits to the
Registration Statement comply with Delaware law;
(xii) The description in the Registration Statement and the
Prospectus of the charter and bylaws of the Company and of statutes are
accurate and fairly present the information required to be presented by
the Act and the applicable Rules and Regulations;
(xiii) To such counsel's knowledge, there are no agreements,
contracts, leases or documents to which the Company is a party of a
character required to be described or referred to in the Registration
Statement or Prospectus or to be filed as an exhibit to the Registration
Statement which are not described or referred to therein or filed as
required;
(xiv) The performance of this Agreement and the consummation of
the transactions herein contemplated (other than performance of the
Company's indemnification obligations hereunder, concerning which no
opinion need be expressed) will not (a) result in any violation of the
Company's charter or bylaws or (b) to such counsel's knowledge, result
in a material breach or violation of any of the terms and provisions of,
or constitute a default under, any bond, debenture, note or other
evidence of indebtedness, or under any lease, contract, indenture,
mortgage, deed of trust, loan agreement, joint venture or other
agreement or instrument known to such counsel to which the Company is a
party or by which its properties are bound, or any applicable statute,
rule or regulation known to such counsel or, to such counsel's
knowledge, any order, writ or decree of any court, government or
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governmental agency or body having jurisdiction over the Company or its
subsidiary, or over any of their properties or operations;
(xv) No consent, approval, authorization or order of or
qualification with any court, government or governmental agency or body
having jurisdiction over the Company or its subsidiary, or over any of
their properties or operations is necessary in connection with the
consummation by the Company of the transactions herein contemplated,
except such as have been obtained under the Act or such as may be
required under state or other securities or Blue Sky laws in connection
with the purchase and the distribution of the Shares by the
Underwriters;
(xvi) To such counsel's knowledge, there are no legal or
governmental proceedings pending or threatened against the Company or
its subsidiary of a character required to be disclosed in the
Registration Statement or the Prospectus by the Act or the Rules and
Regulations, other than those described therein;
(xvii) To such counsel's knowledge, neither the Company nor its
subsidiary is presently (a) in material violation of its respective
charter or bylaws, or (b) in material breach of any applicable statute,
rule or regulation known to such counsel or, to such counsel's
knowledge, any order, writ or decree of any court or governmental agency
or body having jurisdiction over the Company or its subsidiary, or over
any of their properties or operations;
(xviii) To such counsel's knowledge, except as set forth in the
Registration Statement and Prospectus, no holders of Common Stock or
other securities of the Company have registration rights with respect to
securities of the Company and, except as set forth in the Registration
Statement and Prospectus, all holders of securities of the Company
having rights known to such counsel to registration of such shares of
Common Stock or other securities, because of the filing of the
Registration Statement by the Company have, with respect to the offering
contemplated thereby, waived such rights or such rights have expired by
reason of lapse of time following notification of the Company's intent
to file the Registration Statement or have included securities in the
Registration Statement pursuant to the exercise of and in full
satisfaction of such rights;
(xix) The Custody Agreement and Power of Attorney of each Selling
Stockholder has been duly executed and delivered by or on behalf of such
Selling Stockholder; and the Custody Agreement and Power of Attorney of
each Selling Stockholder constitutes the valid and binding agreement of
such Selling Stockholder, enforceable in accordance with its terms,
except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to
or affecting creditors' rights generally or by general equitable
principles;
(xx) Each of the Selling Stockholders has full right, power and
authority to enter into and to perform its obligations under this
Agreement and to sell, transfer, assign and deliver the Shares to be
sold by such Selling Stockholder hereunder;
(xxi) This Agreement has been duly executed and delivered by or on
behalf of each Selling Stockholder; and
(xxii) Upon the delivery of and payment for the Shares as
contemplated in this Agreement, each of the Underwriters will receive
valid marketable title to the Shares purchased by it from such Selling
Stockholder, free and clear of any pledge, lien, security interest,
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encumbrance, claim or equitable interest. In rendering such opinion,
such counsel may assume that the Underwriters are without notice of any
defect in the title of the Shares being purchased from the Selling
Stockholders.
In addition, such counsel shall state that such counsel has
participated in conferences with officials and other representatives of the
Company, the Representatives, Underwriters' Counsel and the independent
certified public accountants of the Company, at which such conferences the
contents of the Registration Statement and Prospectus and related matters
were discussed, and although they have not verified the accuracy or
completeness of the statements contained in the Registration Statement or the
Prospectus, nothing has come to the attention of such counsel which leads
them to believe that, at the time the Registration Statement became effective
and at all times subsequent thereto up to and on the Closing Date and on any
later date on which Option Shares are to be purchased, the Registration
Statement and any amendment or supplement thereto (other than the financial
statements including supporting schedules and other financial and statistical
information derived therefrom, as to which such counsel need express no
comment) contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or at the Closing Date or any later date
on which the Option Shares are to be purchased, as the case may be, the
Registration Statement, the Prospectus and any amendment or supplement
thereto (except as aforesaid) contained any untrue statement of a material
fact or omitted to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
Counsel rendering the foregoing opinion may rely as to questions of
law not involving the laws of the United States or the State of California
and Delaware upon opinions of local counsel, and as to questions of fact upon
representations or certificates of officers of the Company or the Selling
Stockholders, and of government officials, in which case their opinion is to
state that they are so relying and that they have no knowledge of any
material misstatement or inaccuracy in any such opinion, representation or
certificate. Copies of any opinion, representation or certificate so relied
upon shall be delivered to you, as Representatives of the Underwriters, and
to Underwriters' Counsel.
(e) You shall have received on the Closing Date and on any later
date on which Option Shares are to be purchased, as the case may be, an
opinion of Brobeck, Phleger & Harrison LLP, in form and substance
satisfactory to you, with respect to the sufficiency of all such corporate
proceedings and other legal matters relating to this Agreement and the
transactions contemplated hereby as you may reasonably require, and the
Company shall have furnished to such counsel such documents as they may have
requested for the purpose of enabling them to pass upon such matters.
(f) You shall have received on the Closing Date and on any later
date on which Option Shares are to be purchased, as the case may be, a letter
from Deloitte & Touche LLP addressed to the Company and the Underwriters,
dated the Closing Date or such later date on which Option Shares are to be
purchased, as the case may be, confirming that they are independent certified
public accountants with respect to the Company within the meaning of the Act
and the applicable published Rules and Regulations and based upon the
procedures described in such letter delivered to you concurrently with the
execution of this Agreement (herein called the "Original Letter"), but
carried out to a date not more than five (5) business days prior to the
Closing Date or such later date on which Option Shares are to be purchased,
as the case may be, (i) confirming, to the extent true, that the statements
and conclusions set forth in the Original Letter are accurate as of the
Closing Date or such later date on which Option Shares are to be purchased,
as the case may be, and (ii) setting forth any revisions and additions to the
statements and conclusions set forth in the Original Letter which are
necessary to reflect any changes in the facts described in the Original
Letter since the date of such letter, or to reflect the availability of more
recent financial statements, data or information. The letter shall not
disclose any change in the condition (financial or otherwise), earnings,
operations, business or business prospects of the Company and its subsidiary
considered
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as one enterprise from that set forth in the Registration Statement or
Prospectus, which, in your sole judgment, is material and adverse and that
makes it, in your sole judgment, impracticable or inadvisable to proceed with
the public offering of the Shares as contemplated by the Prospectus. The
Original Letter from Deloitte & Touche LLP shall be addressed to or for the
use of the Underwriters in form and substance satisfactory to the
Underwriters and shall (i) represent, to the extent true, that they are
independent certified public accountants with respect to the Company within
the meaning of the Act and the applicable published Rules and Regulations,
(ii) set forth their opinion with respect to their examination of the
consolidated balance sheet of the Company as of March 31, 1996 and related
consolidated statements of operations, stockholders' equity, and cash flows
for the twelve (12) months ended March 31, 1996, and (iii) address other
matters agreed upon by Deloitte & Touche LLP and you. In addition, you shall
have received from Deloitte & Touche LLP a letter addressed to the Company
and made available to you for the use of the Underwriters stating that their
review of the Company's system of internal accounting controls, to the extent
they deemed necessary in establishing the scope of their examination of the
Company's consolidated financial statements as of March 31, 1996, did not
disclose any weaknesses in internal controls that they considered to be
material weaknesses.
(g) You shall have received on the Closing Date and on any later
date on which Option Shares are to be purchased, as the case may be, a
certificate of the Company, dated the Closing Date or such later date on
which Option Shares are to be purchased, as the case may be, signed by the
Chief Executive Officer and Chief Financial Officer of the Company, to the
effect that, and you shall be satisfied that:
(i) The representations and warranties of the Company in this
Agreement are true and correct, as if made on and as of the Closing Date
or any later date on which Option Shares are to be purchased, as the
case may be, and the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied at
or prior to the Closing Date or any later date on which Option Shares
are to be purchased, as the case may be;
(ii) No stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or are pending or threatened under the Act;
(iii) When the Registration Statement became effective and at all
times subsequent thereto up to the delivery of such certificate, the
Registration Statement and the Prospectus, and any amendments or
supplements thereto, contained all material information required to be
included therein by the Act and the Rules and Regulations and in all
material respects conformed to the requirements of the Act and the Rules
and Regulations, the Registration Statement, and any amendment or
supplement thereto, did not and does not include any untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, the
Prospectus, and any amendment or supplement thereto, did not and does
not include any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, and, since
the effective date of the Registration Statement, there has occurred no
event required to be set forth in an amended or supplemented Prospectus
which has not been so set forth; and
(iv) Subsequent to the respective dates as of which information
is given in the Registration Statement and Prospectus, there has not
been (a) any material adverse change in the condition (financial or
otherwise), earnings, operations, business or business prospects of the
Company and its subsidiary considered as one enterprise, (b) any
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transaction that is material to the Company and its subsidiary
considered as one enterprise, except transactions entered into in the
ordinary course of business, (c) any obligation, direct or contingent,
that is material to the Company and its subsidiary considered as one
enterprise, incurred by the Company or its subsidiary, except
obligations incurred in the ordinary course of business, (d) any change
in the capital stock or outstanding indebtedness of the Company or its
subsidiary that is material to the Company and its subsidiary considered
as one enterprise, (e) any dividend or distribution of any kind
declared, paid or made on the capital stock of the Company or its
subsidiary, or (f) any loss or damage (whether or not insured) to the
property of the Company or its subsidiary which has been sustained or
will have been sustained which has a material adverse effect on the
condition (financial or otherwise), earnings, operations, business or
business prospects of the Company and its subsidiary considered as one
enterprise.
(h) You shall be satisfied that, and you shall have received a
certificate, dated the Closing Date, or any later date on which Option Shares
are to be purchased, as the case may be, from the Attorneys for each Selling
Stockholder to the effect that, as of the Closing Date, or any later date on
which Option Shares are to be purchased, as the case may be, they have not
been informed that:
(i) The representations and warranties made by such Selling
Stockholder herein are not true or correct in any material respect on
the Closing Date or on any later date on which Option Shares are to be
purchased, as the case may be; or
(ii) Such Selling Stockholder has not complied with any
obligation or satisfied any condition which is required to be performed
or satisfied on the part of such Selling Stockholder at or prior to the
Closing Date or any later date on which Option Shares are to be
purchased, as the case may be.
(i) The Company shall have obtained and delivered to you an
agreement from each officer and director of the Company, each Selling
Stockholder and each beneficial owner of 2,000 or more shares of Common Stock
in writing prior to the date hereof that such person will not, during the
Lock-up Period, effect the Disposition of any Securities now owned or
hereafter acquired directly by such person or with respect to which such
person has or hereafter acquires the power of disposition, otherwise than (i)
as a bona fide gift or gifts, provided the donee or donees thereof agree in
writing to be bound by this restriction, (ii) as a distribution to limited
partners or stockholders of such person, provided that the distributees
thereof agree in writing to be bound by the terms of this restriction, or
(iii) with the prior written consent of Robertson, Stephens & Company LLC.
The foregoing restriction is expressly agreed to preclude the holder of the
Securities from engaging in any hedging or other transaction which is
designed to or reasonably expected to lead to or result in a Disposition of
Securities during the Lock-up Period, even if such Securities would be
disposed of by someone other than the such holder. Such prohibited hedging
or other transactions would including, without limitation, any short sale
(whether or not against the box) or any purchase, sale or grant of any right
(including, without limitation, any put or call option) with respect to any
Securities or with respect to any security (other than a broad-based market
basket or index) that includes, relates to or derives any significant part of
its value from Securities. Furthermore, such person will have also agreed and
consented to the entry of stop transfer instructions with the Company's
transfer agent against the transfer of the Securities held by such person
except in compliance with this restriction; and
(j) The Company and the Selling Stockholders shall have
furnished to you such further certificates and documents as you shall
reasonably request (including certificates of officers of the Company, the
Principal Stockholder and the Selling Stockholders) as to the accuracy of the
representations and warranties of the Company, the Principal Stockholder and
the Selling Stockholders herein, as to the performance by the Company and the
Selling Stockholders of their respective obligations hereunder and as to the
other conditions concurrent and precedent to the obligations of the
Underwriters hereunder.
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All such opinions, certificates, letters and documents will be in
compliance with the provisions hereof only if they are reasonably
satisfactory to Underwriters' Counsel. The Company and the Selling
Stockholders will furnish you with such number of conformed copies of such
opinions, certificates, letters and documents as you shall reasonably request.
7. OPTION SHARES.
(a) On the basis of the representations, warranties and
agreements herein contained, but subject to the terms and conditions herein
set forth, the Company hereby grants to the several Underwriters, for the
purpose of covering over-allotments in connection with the distribution and
sale of the Firm Shares only, a nontransferable option to purchase up to an
aggregate of 375,000 Option Shares at the purchase price per share for the
Firm Shares set forth in Section 3 hereof. Such option may be exercised by
the Representatives on behalf of the several Underwriters on one (1) or more
occasions in whole or in part during the period of thirty (30) days after the
date on which the Firm Shares are initially offered to the public, by giving
written notice to the Company. The number of Option Shares to be purchased
by each Underwriter upon the exercise of such option shall be the same
proportion of the total number of Option Shares to be purchased by the
several Underwriters pursuant to the exercise of such option as the number of
Firm Shares purchased by such Underwriter (set forth in Schedule A hereto)
bears to the total number of Firm Shares purchased by the several
Underwriters (set forth in Schedule A hereto), adjusted by the
Representatives in such manner as to avoid fractional shares.
Delivery of definitive certificates for the Option Shares to be
purchased by the several Underwriters pursuant to the exercise of the option
granted by this Section 7 shall be made against payment of the purchase price
therefor by the several Underwriters by certified or official bank check or
checks drawn in next-day funds, payable to the order of the Company (and the
Company agrees not to deposit any such check in the bank on which it is
drawn, and not to take any other action with the purpose or effect of
receiving immediately available funds, until the business day following the
date of its delivery to the Company). In the event of any breach of the
foregoing, the Company shall reimburse the Underwriters for the interest lost
and any other expenses borne by them by reason of such breach. Such delivery
and payment shall take place at the offices of Stradling, Yocca, Carlson &
Rauth, 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
or at such other place as may be agreed upon among the Representatives and
the Company (i) on the Closing Date, if written notice of the exercise of
such option is received by the Company at least two (2) full business days
prior to the Closing Date, or (ii) on a date which shall not be later than
the third (3rd) full business day following the date the Company receives
written notice of the exercise of such option, if such notice is received by
the Company less than two (2) full business days prior to the Closing Date.
The certificates for the Option Shares to be so delivered will be
made available to you at such office or such other location including,
without limitation, in New York City, as you may reasonably request for
checking at least one (1) full business day prior to the date of payment and
delivery and will be in such names and denominations as you may request, such
request to be made at least two (2) full business days prior to such date of
payment and delivery. If the Representatives so elect, delivery of the
Option Shares may be made by credit through full fast transfer to the
accounts at The Depository Trust Company designated by the Representatives.
It is understood that you, individually, and not as the
Representatives of the several Underwriters, may (but shall not be obligated
to) make payment of the purchase price on behalf of any Underwriter or
Underwriters whose check or checks shall not have been received by you prior
to the date of payment and delivery for the Option Shares to be purchased by
such Underwriter or Underwriters. Any such payment by you shall not relieve
any such Underwriter or Underwriters of any of its or their obligations
hereunder.
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(b) Upon exercise of any option provided for in Section 7(a)
hereof, the obligations of the several Underwriters to purchase such Option
Shares will be subject (as of the date hereof and as of the date of payment
and delivery for such Option Shares) to the accuracy of and compliance with
the representations, warranties and agreements of the Company and the
Principal Stockholder and the Selling Stockholders herein, to the accuracy of
the statements of the Company, the Selling Stockholders and officers of the
Company made pursuant to the provisions hereof, to the performance by the
Company and the Selling Stockholders of their respective obligations
hereunder, and to the condition that all proceedings taken at or prior to the
payment date in connection with the sale and transfer of such Option Shares
shall be satisfactory in form and substance to you and to Underwriters'
Counsel, and you shall have been furnished with all such documents,
certificates and opinions as you may request in order to evidence the
accuracy and completeness of any of the representations, warranties or
statements, the performance of any of the covenants or agreements of the
Company and the Selling Stockholders or the compliance with any of the
conditions herein contained.
8. INDEMNIFICATION AND CONTRIBUTION.
(a) The Company and the Principal Stockholder, jointly and
severally, agree to indemnify and hold harmless each Underwriter against any
losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject (including, without limitation, in its
capacity as an Underwriter or as a "qualified independent underwriter" within
the meaning of Schedule E of the Bylaws of the NASD), under the Act, the
Exchange Act or otherwise, specifically including, but not limited to,
losses, claims, damages or liabilities, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon (i) any breach of any representation, warranty, agreement or
covenant of the Company and the Principal Stockholder herein contained, (ii)
any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement or any amendment or supplement
thereto, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or (iii) any untrue statement or alleged untrue statement of any
material fact contained in any Preliminary Prospectus or the Prospectus or
any amendment or supplement thereto, or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading, and agree to reimburse each Underwriter for any
legal or other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, damage, liability or action;
PROVIDED, HOWEVER, that neither the Company nor the Principal Stockholder
shall be liable in any such case to the extent that any such loss, claim,
damage, liability or action arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
the Registration Statement, such Preliminary Prospectus or the Prospectus, or
any such amendment or supplement thereto, in reliance upon, and in conformity
with, written information relating to any Underwriter furnished to the
Company by such Underwriter, directly or through you, specifically for use in
the preparation thereof and, PROVIDED FURTHER, that the indemnity agreement
provided in this Section 8(a) with respect to any Preliminary Prospectus
shall not inure to the benefit of any Underwriter from whom the person
asserting any losses, claims, damages, liabilities or actions based upon any
untrue statement or alleged untrue statement of material fact or omission or
alleged omission to state therein a material fact purchased Shares, if a copy
of the Prospectus in which such untrue statement or alleged untrue statement
or omission or alleged omission was corrected had not been sent or given to
such person within the time required by the Act and the Rules and
Regulations, unless such failure is the result of noncompliance by the
Company with Section 4(d) hereof.
The indemnity agreement in this Section 8(a) shall extend upon the
same terms and conditions to, and shall inure to the benefit of, each person,
if any, who controls any Underwriter within the meaning of the Act or the
Exchange Act. This indemnity agreement shall be in addition to any
liabilities which the Company may otherwise have.
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(b) Each Selling Stockholder, severally and not jointly, agrees
to indemnify and hold harmless each Underwriter against any losses, claims,
damages or liabilities, joint or several, to which such Underwriter may
become subject (including, without limitation, in its capacity as an
Underwriter or as a "qualified independent underwriter" within the meaning of
Schedule E or the Bylaws of the NASD) under the Act, the Exchange Act or
otherwise, specifically including, but not limited to, losses, claims,
damages or liabilities, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
(i) any breach of any representation, warranty, agreement or covenant of such
Selling Stockholder herein contained, (ii) any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement
or any amendment or supplement thereto, or the omission or alleged omission
to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, or (iii) any untrue statement
or alleged untrue statement of any material fact contained in any Preliminary
Prospectus or the Prospectus or any amendment or supplement thereto, or the
omission or alleged omission to state therein a material fact necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading, in the case of subparagraphs (ii) and (iii) of
this Section 8(b) to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to
the Company or such Underwriter by such Selling Stockholder, directly or
through such Selling Stockholder's representatives, specifically for use in
the preparation thereof, and agrees to reimburse each Underwriter for any
legal or other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, damage, liability or action;
PROVIDED, HOWEVER, that the indemnity agreement provided in this Section 8(b)
with respect to any Preliminary Prospectus shall not inure to the benefit of
any Underwriter from whom the person asserting any losses, claims, damages,
liabilities or actions based upon any untrue statement or alleged untrue
statement of a material fact or omission or alleged omission to state therein
a material fact purchased Shares, if a copy of the Prospectus in which such
untrue statement or alleged untrue statement or omission or alleged omission
was corrected had not been sent or given to such person within the time
required by the Act and the Rules and Regulations, unless such failure is the
result of noncompliance by the Company with Section 4(d) hereof.
The indemnity agreement in this Section 8(b) shall extend upon the
same terms and conditions to, and shall inure to the benefit of, each person,
if any, who controls any Underwriter within the meaning of the Act or the
Exchange Act. This indemnity agreement shall be in addition to any
liabilities which such Selling Stockholder may otherwise have.
(c) Each Underwriter, severally and not jointly, agrees to
indemnify and hold harmless the Company and each Selling Stockholder against
any losses, claims, damages or liabilities, joint or several, to which the
Company or such Selling Stockholder may become subject under the Act or
otherwise, specifically including, but not limited to, losses, claims,
damages or liabilities, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
(i) any breach of any representation, warranty, agreement or covenant of such
Underwriter herein contained, (ii) any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement or any
amendment or supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, or (iii) any untrue statement or
alleged untrue statement of any material fact contained in any Preliminary
Prospectus or the Prospectus or any amendment or supplement thereto, or the
omission or alleged omission to state therein a material fact necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading, in the case of subparagraphs (ii) and (iii) of
this Section 8(c) to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to
the Company by such Underwriter, directly or through you, specifically for
use in the preparation thereof, and agrees to reimburse the Company and each
such Selling Stockholder for any legal or other expenses reasonably incurred
by the
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Company and each such Selling Stockholder in connection with investigating or
defending any such loss, claim, damage, liability or action.
The indemnity agreement in this Section 8(c) shall extend upon the
same terms and conditions to, and shall inure to the benefit of, each officer
of the Company who signed the Registration Statement and each director of the
Company, each Selling Stockholder and each person, if any, who controls the
Company or any Selling Stockholder within the meaning of the Act or the
Exchange Act. This indemnity agreement shall be in addition to any
liabilities which each Underwriter may otherwise have.
(d) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against any indemnifying
party under this Section 8, notify the indemnifying party in writing of the
commencement thereof but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under this Section 8. In case any such action is
brought against any indemnified party, and it notified the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it shall elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party; PROVIDED, HOWEVER,
that if the defendants in any such action include both the indemnified party
and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall have the
right to select separate counsel to assume such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of the indemnifying party's election so to
assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 8 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence (it being understood, however, that
the indemnifying party shall not be liable for the expenses of more than one
separate counsel (together with appropriate local counsel) approved by the
indemnifying party representing all the indemnified parties under Section
8(a), 8(b) or 8(c) hereof who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party. In no event shall any indemnifying party
be liable in respect of any amounts paid in settlement of any action unless
the indemnifying party shall have approved the terms of such settlement;
PROVIDED that such consent shall not be unreasonably withheld. No
indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnification could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release
of such indemnified party from all liability on claims that are the subject
matter of such proceeding.
(e) In order to provide for just and equitable contribution in
any action in which a claim for indemnification is made pursuant to this
Section 8 but it is judicially determined (by the entry of a final judgment
or decree by a court of competent jurisdiction and the expiration of time to
appeal or the denial of the last right of appeal) that such indemnification
may not be enforced in such case notwithstanding the fact that this Section 8
provides for indemnification in such case, all the parties hereto shall
contribute to the aggregate losses, claims, damages or liabilities to which
they may be subject (after contribution from others) in such proportion so
that, except as set forth in Section 8(f) hereof, the Underwriters severally
and not jointly are responsible pro rata for the portion represented by the
percentage that the underwriting
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<PAGE>
discount bears to the initial public offering price, and the Company and the
Selling Stockholders are responsible for the remaining portion, PROVIDED,
HOWEVER, that (i) no Underwriter shall be required to contribute any amount
in excess of the underwriting discount applicable to the Shares purchased by
such Underwriter in excess of the amount of damages which such Underwriter is
otherwise required to pay and (ii) no person guilty of a fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who is not guilty of such fraudulent
misrepresentation. The contribution agreement in this Section 8(e) shall
extend upon the same terms and conditions to, and shall inure to the benefit
of, each person, if any, who controls the Underwriters or the Company, the
Principal Stockholder or any Selling Stockholder within the meaning of the
Act or the Exchange Act and each officer of the Company who signed the
Registration Statement and each director of the Company.
(f) The liability of the Principal Stockholder and each Selling
Stockholder under the representations, warranties and agreements contained
herein and under the indemnity agreements contained in the provisions of this
Section 8 shall be limited to an amount equal to the aggregate initial public
offering price of the Selling Stockholder Shares sold by the Principal
Stockholder or such Selling Stockholder to the Underwriters minus the amount
of the underwriting discount paid thereon to the Underwriters by such Selling
Stockholder. The Company, the Principal Stockholder, and such Selling
Stockholders may agree, as among themselves and without limiting the rights
of the Underwriters under this Agreement, as to the respective amounts of
such liability for which they each shall be responsible.
(g) The parties to this Agreement hereby acknowledge that they
are sophisticated business persons who were represented by counsel during the
negotiations regarding the provisions hereof including, without limitation,
the provisions of this Section 8, and are fully informed regarding said
provisions. They further acknowledge that the provisions of this Section 8
fairly allocate the risks in light of the ability of the parties to
investigate the Company and its business in order to assure that adequate
disclosure is made in the Registration Statement and Prospectus as required
by the Act and the Exchange Act.
9. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS TO SURVIVE
DELIVERY. All representations, warranties, covenants and agreements of the
Company and the Principal Stockholder, the Selling Stockholders and the
Underwriters herein or in certificates delivered pursuant hereto, and the
indemnity and contribution agreements contained in Section 8 hereof shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of any Underwriter or any controlling person within the
meaning of the Act or the Exchange Act, or by or on behalf of the Company or
any Selling Stockholder, or any of their officers, directors or controlling
persons within the meaning of the Act or the Exchange Act, and shall survive
the delivery of the Shares to the several Underwriters hereunder or
termination of this Agreement.
10. SUBSTITUTION OF UNDERWRITERS. If any Underwriter or Underwriters
shall fail to take up and pay for the number of Firm Shares agreed by such
Underwriter or Underwriters to be purchased hereunder upon tender of such
Firm Shares in accordance with the terms hereof, and if the aggregate number
of Firm Shares which such defaulting Underwriter or Underwriters so agreed
but failed to purchase does not exceed 10% of the Firm Shares, the remaining
Underwriters shall be obligated, severally in proportion to their respective
commitments hereunder, to take up and pay for the Firm Shares of such
defaulting Underwriter or Underwriters.
If any Underwriter or Underwriters so defaults and the aggregate
number of Firm Shares which such defaulting Underwriter or Underwriters
agreed but failed to take up and pay for exceeds 10% of the Firm Shares, the
remaining Underwriters shall have the right, but shall not be obligated, to
take up and pay for (in such proportions as may be agreed upon among them)
the Firm Shares which the defaulting Underwriter or Underwriters so agreed
but failed to purchase. If such remaining Underwriters do not, at
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<PAGE>
the Closing Date, take up and pay for the Firm Shares which the defaulting
Underwriter or Underwriters so agreed but failed to purchase, the Closing
Date shall be postponed for twenty-four (24) hours to allow the several
Underwriters the privilege of substituting within twenty-four (24) hours
(including non-business hours) another underwriter or underwriters (which may
include any nondefaulting Underwriter) satisfactory to the Company. If no
such underwriter or underwriters shall have been substituted as aforesaid by
such postponed Closing Date, the Closing Date may, at the option of the
Company, be postponed for a further twenty-four (24) hours, if necessary, to
allow the Company the privilege of finding another underwriter or
underwriters, satisfactory to you, to purchase the Firm Shares which the
defaulting Underwriter or Underwriters so agreed but failed to purchase. If
it shall be arranged for the remaining Underwriters or substituted
underwriter or underwriters to take up the Firm Shares of the defaulting
Underwriter or Underwriters as provided in this Section 10, (i) the Company
shall have the right to postpone the time of delivery for a period of not
more than seven (7) full business days, in order to effect whatever changes
may thereby be made necessary in the Registration Statement or the
Prospectus, or in any other documents or arrangements, and the Company agrees
promptly to file any amendments to the Registration Statement or supplements
to the Prospectus which may thereby be made necessary, and (ii) the
respective number of Firm Shares to be purchased by the remaining
Underwriters and substituted underwriter or underwriters shall be taken as
the basis of their underwriting obligation. If the remaining Underwriters
shall not take up and pay for all such Firm Shares so agreed to be purchased
by the defaulting Underwriter or Underwriters or substitute another
underwriter or underwriters as aforesaid and the Company shall not find or
shall not elect to seek another underwriter or underwriters for such Firm
Shares as aforesaid, then this Agreement shall terminate.
In the event of any termination of this Agreement pursuant to the
preceding paragraph of this Section 10, neither the Company nor any Selling
Stockholder, including the Principal Stockholder, shall be liable to any
Underwriter (except as provided in Sections 5 and 8 hereof) nor shall any
Underwriter (other than an Underwriter who shall have failed, otherwise than
for some reason permitted under this Agreement, to purchase the number of
Firm Shares agreed by such Underwriter to be purchased hereunder, which
Underwriter shall remain liable to the Company, the Selling Stockholders,
including the Principal Stockholder, and the other Underwriters for damages,
if any, resulting from such default) be liable to the Company or any Selling
Stockholder, including the Principal Stockholder (except to the extent
provided in Sections 5 and 8 hereof).
The term "Underwriter" in this Agreement shall include any person
substituted for an Underwriter under this Section 10.
11. EFFECTIVE DATE OF THIS AGREEMENT AND TERMINATION.
(a) This Agreement shall become effective at the earlier of (i)
6:30 A.M., San Francisco time, on the first full business day following the
effective date of the Registration Statement, or (ii) the time of the initial
public offering of any of the Shares by the Underwriters after the
Registration Statement becomes effective. The time of the initial public
offering shall mean the time of the release by you, for publication, of the
first newspaper advertisement relating to the Shares, or the time at which
the Shares are first generally offered by the Underwriters to the public by
letter, telephone, telegram or telecopy, whichever shall first occur. By
giving notice as set forth in Section 12 before the time this Agreement
becomes effective, you, as Representatives of the several Underwriters, or
the Company, may prevent this Agreement from becoming effective without
liability of any party to any other party, except as provided in Sections
4(j), 5 and 8 hereof.
(b) You, as Representatives of the several Underwriters, shall
have the right to terminate this Agreement by giving notice as hereinafter
specified at any time at or prior to the Closing Date or on or prior to any
later date on which Option Shares are to be purchased, as the case may be,
(i) if the
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<PAGE>
Company or any Selling Stockholder shall have failed, refused or been unable
to perform any agreement on its part to be performed, or because any other
condition of the Underwriters' obligations hereunder required to be fulfilled
is not fulfilled, including, without limitation, any change in the condition
(financial or otherwise), earnings, operations, business or business
prospects of the Company and its subsidiary considered as one enterprise from
that set forth in the Registration Statement or Prospectus, which, in your
sole judgment, is material and adverse, or (ii) if additional material
governmental restrictions, not in force and effect on the date hereof, shall
have been imposed upon trading in securities generally or minimum or maximum
prices shall have been generally established on the New York Stock Exchange
or on the American Stock Exchange or in the over the counter market by the
NASD, or trading in securities generally shall have been suspended on either
such exchange or in the over the counter market by the NASD, or if a banking
moratorium shall have been declared by federal, New York or California
authorities, or (iii) if the Company shall have sustained a loss by strike,
fire, flood, earthquake, accident or other calamity of such character as to
interfere materially with the conduct of the business and operations of the
Company regardless of whether or not such loss shall have been insured, or
(iv) if there shall have been a material adverse change in the general
political or economic conditions or financial markets as in your reasonable
judgment makes it inadvisable or impracticable to proceed with the offering,
sale and delivery of the Shares, or (v) if there shall have been an outbreak
or escalation of hostilities or of any other insurrection or armed conflict
or the declaration by the United States of a national emergency which, in the
reasonable opinion of the Representatives, makes it impracticable or
inadvisable to proceed with the public offering of the Shares as contemplated
by the Prospectus. In the event of termination pursuant to subparagraph (i)
above, the Company shall remain obligated to pay costs and expenses pursuant
to Sections 4(j), 5 and 8 hereof. Any termination pursuant to any of
subparagraphs (ii) through (v) above shall be without liability of any party
to any other party except as provided in Sections 5 and 8 hereof.
If you elect to prevent this Agreement from becoming effective or to
terminate this Agreement as provided in this Section 11, you shall promptly
notify the Company by telephone, telecopy or telegram, in each case confirmed
by letter. If the Company shall elect to prevent this Agreement from
becoming effective, the Company shall promptly notify you by telephone,
telecopy or telegram, in each case, confirmed by letter.
12. NOTICES. All notices or communications hereunder, except as herein
otherwise specifically provided, shall be in writing and if sent to you shall
be mailed, delivered, telegraphed (and confirmed by letter) or telecopied
(and confirmed by letter) to you c/o Robertson, Stephens & Company LLC, 555
California Street, Suite 2600, San Francisco, California 94104, telecopier
number (415) 781-0278, Attention: General Counsel; if sent to the Company,
such notice shall be mailed, delivered, telegraphed (and confirmed by letter)
or telecopied (and confirmed by letter) to Printrak International Inc., 1250
North Tustin Avenue, Anaheim, California 92807, telecopier number (714)
666-2952, Attention: Richard M. Giles, Chief Executive Officer; if sent to
one or more of the Selling Stockholders, such notice shall be sent mailed,
delivered, telegraphed (and confirmed by letter) or telecopied (and confirmed
by letter) to Richard M. Giles, as Attorney-in-Fact for the Selling
Stockholders, at Printrak International Inc., 1250 North Tustin Avenue,
Anaheim, California 92807, telecopier number (714) 666-2952.
13. PARTIES. This Agreement shall inure to the benefit of and be binding
upon the several Underwriters and the Company and the Selling Stockholders
and their respective executors, administrators, successors and assigns.
Nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any person or corporation, other than the parties hereto
and their respective executors, administrators, successors and assigns, and
the controlling persons within the meaning of the Act or the Exchange Act,
officers and directors referred to in Section 8 hereof, any legal or
equitable right, remedy or claim in respect of this Agreement or any
provisions herein contained, this Agreement and all conditions and provisions
hereof being intended to be and being for the sole and exclusive benefit of
the parties hereto and their respective executors, administrators, successors
and assigns and said controlling persons and said
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<PAGE>
officers and directors, and for the benefit of no other person or
corporation. No purchaser of any of the Shares from any Underwriter shall be
construed a successor or assign by reason merely of such purchase.
In all dealings with the Company and the Selling Stockholders under this
Agreement, you shall act on behalf of each of the several Underwriters, and the
Company and the Selling Stockholders shall be entitled to act and rely upon any
statement, request, notice or agreement made or given by you jointly or by
Robertson, Stephens & Company LLC on behalf of you.
14. APPLICABLE LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California.
15. COUNTERPARTS. This Agreement may be signed in several counterparts,
each of which will constitute an original.
[The remainder of this page intentionally left blank.]
-31-
<PAGE>
If the foregoing correctly sets forth the understanding among the
Company, the Selling Stockholders and the several Underwriters, please so
indicate in the space provided below for that purpose, whereupon this letter
shall constitute a binding agreement among the Company, the Selling
Stockholders and the several Underwriters.
Very truly yours,
PRINTRAK INTERNATIONAL INC.
By_______________________________________
SELLING STOCKHOLDERS
By_______________________________________
Attorney-in-Fact for the Selling
Stockholders named in Schedule B hereto
Accepted as of the date first above written:
ROBERTSON, STEPHENS & COMPANY LLC
COWEN & COMPANY
On their behalf and on behalf of each of the several Underwriters named in
Schedule A hereto.
By ROBERTSON, STEPHENS & COMPANY LLC
By ROBERTSON, STEPHENS & COMPANY GROUP, L.L.C.
By_____________________________________
Authorized Signatory
-32-
<PAGE>
SCHEDULE A
Number of
Firm Shares
To Be
Underwriters Purchased
- --------------------------------- -----------
Robertson, Stephens & Company LLC. . . . . . . . . . . . . . . .
Cowen & Company. . . . . . . . . . . . . . . . . . . . . . . . .
[NAMES OF OTHER UNDERWRITERS]
-----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . .
===========
A-1
<PAGE>
SCHEDULE B
Number of
Company
Shares To
Company Be Sold
- --------------------------------- ---------
Printrak International Inc. 2,000,000
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000,000
=========
Number of
Selling
Stockholder
Shares
Name of Selling Stockholder To Be Sold
- --------------------------------- -----------
Richard M. Giles 190,000
Charles L. Smith 200,000
John G. Hardy 10,000
Christopher Tiller 100,000
-----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000
===========
B-1
<PAGE>
EXHIBIT 3.2
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PRINTRAK INTERNATIONAL INC.
(Duly adopted in accordance with Sections 242 and 245 of the
Delaware General Corporation Law)
It is hereby certified that:
1. The present name of the corporation (hereinafter called the
"Corporation") is Printrak International Inc., which is the name under which the
Corporation was originally incorporated; the original Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware on
February 28, 1996, a Certificate of Amendment to Certificate of Incorporation
was filed with the Secretary of State on March 8, 1996, and the Certificate of
Incorporation was further amended pursuant to an Agreement of Merger filed with
the Secretary of State on March 29, 1996.
2. The Certificate of Incorporation of the Corporation, as amended and
restated herein, at the effective time of filing of this Amended and Restated
Certificate of Incorporation with the Delaware Secretary of State, shall read in
full as follows:
"AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PRINTRAK INTERNATIONAL INC.
ARTICLE I: NAME
The name of the Corporation is Printrak International Inc.
ARTICLE II: REGISTERED OFFICE AND AGENT
The address of the registered office of the corporation in the State of
Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New
Castle. The name of the Corporation's registered agent at that address is The
Corporation Trust Company.
<PAGE>
ARTICLE III: PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware, as amended from time to time.
ARTICLE IV: AUTHORIZED CAPITAL
The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 25,000,000, of which (i) 20,000,000 shares
shall be designated "Common Stock" and shall have a par value of $0.0001 per
share; and (ii) 5,000,000 shares shall be designated "Preferred Stock" and shall
have a par value of $0.0001 per share. The Board of Directors is authorized,
subject to limitations prescribed by law, to provide for the issuance of the
shares of Preferred Stock in one or more series, and by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish from time
to time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof. The authority of
the Board with respect to each series shall include, but not be limited to,
determination of the following:
(a) The number of shares constituting that series and the distinctive
designation of that series;
(b) The dividend rate on the shares of that series, whether dividends
shall be cumulative and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;
(c) Whether that series shall have voting rights, in addition to the
voting rights provided by law and, if so, the terms of such voting rights;
(d) Whether that series shall have conversion privileges and, if so,
the terms and conditions of such conversion, including provision for adjustment
of the conversion rate in such events as the Board of Directors shall determine;
(e) Whether or not the shares of that series shall be redeemable and,
if so, the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable and the amount per share payable in
case of redemption, which amount may vary under different conditions and at
different redemption dates;
(f) Whether that series shall have a sinking fund for the redemption
or purchase of shares of that series and, if so, the terms and amount of such
sinking fund; and
(g) The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, and
the relative rights of priority, if any, of payment of shares of that series.
2
<PAGE>
ARTICLE V: BOARD OF DIRECTORS AND MEETINGS OF STOCKHOLDERS
A. BOARD OF DIRECTORS. The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors and elections of
directors need not be by written ballot unless otherwise provided in the Bylaws.
The number of directors of the Corporation shall be fixed from time to time by
the Board of Directors either by a resolution or Bylaw adopted by the
affirmative vote of a majority of the entire Board of Directors.
B. MEETINGS OF STOCKHOLDERS. Meetings of the stockholders may be held
within or without the State of Delaware, as the Bylaws may provide. The books
of the Corporation may be kept (subject to any provision contained in the
Delaware Statutes) outside the State of Delaware at such place or places as may
be designated from time to time by the Board of Directors or by the Bylaws of
the Corporation.
ARTICLE VI - LIMITATION OF DIRECTORS' LIABILITY
A director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director (i) for any breach of his duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law,
(iii) under Section 174 of the General Corporation Law of the State of Delaware,
or (iv) for any transaction from which the director derives an improper personal
benefit. If the General Corporation Law of the State of Delaware is hereafter
amended to authorize corporate action further limiting or eliminating the
personal liability of directors, then the liability of the directors of the
Corporation shall be limited or eliminated to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended from time to
time. Any repeal or modification of this Article VI by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.
ARTICLE VII - AMENDMENT OF BYLAWS
The Board of Directors of the Corporation shall have the power to make,
alter, amend, change, add to or repeal the Bylaws of the Corporation."
3
<PAGE>
IN WITNESS WHEREOF, said Printrak International Inc. has caused this
certificate to be signed by Richard M. Giles, its Chairman, President and Chief
Executive Officer, this 20th day of June, 1996.
Printrak International Inc.
By: /s/ RICHARD M. GILES
------------------------------
Richard M. Giles
Chairman, President and Chief
Executive Officer
4
<PAGE>
COMMON STOCK COMMON STOCK
NUMBER SHARES
PRINTRAK
INTERNATIONAL INC.
INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS
OF THE STATE OF DELAWARE CUSIP 742574 10 6
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $0.0001 PAR VALUE, OF
PRINTRAK INTERNATIONAL INC.
transferable on the books of the Corporation by the holder hereof in person
or by a duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned and registered
by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
PRINTRAK INTERNATIONAL
CORPORATE DELAWARE
SEAL
1996
CHIEF FINANCIAL OFFICER AND CHAIRMAN AND
ASSISTANT SECRETARY CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED
CHASEMELLON SHAREHOLDER SERVICES, LLC.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
The Corporation shall furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made
to the Corporation's Secretary at the principal office of the Corporation.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT- ----------- Custodian --------------
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act --------------------------------
in common (State)
UNIF TAP MIN ACT - -------- Custodian (until age ------)
(Cust)
------------under Uniform Transfers
(Minor)
to Minors Act ---------------------
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ___________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
_________________________________________________________________________Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated______________________________
X____________________________________
X____________________________________
THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS
NOTICE: WRITTEN UPON THE FACE OF THE CERTI-
FICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
Signature(s) Guaranteed
By___________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM) PURSUANT
TO S.E.C. RULE 17Ad15.
<PAGE>
EXHIBIT 5.1
June 27, 1996
Printrak International Inc.
1250 North Tustin Avenue
Anaheim, California 92807
RE: REGISTRATION STATEMENT ON FORM S-1 -- REGISTRATION NO. 333-4610
Ladies and Gentlemen:
At your request, we have examined Registration Statement on Form S-1,
Registration No. 333-4610, filed by Printrak International Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission on May
3, 1996 (as amended, the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of 2,875,000 shares
of Common Stock, $.0001 par value per share, of the Company (the "Common
Stock"). Said shares of Common Stock, which include 375,000 shares which will
be subject to an over-allotment option to be granted to the underwriters by the
Company, are to be sold to the underwriters as described in the Registration
Statement for sale to the public.
As your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the authorization, issuance and sale of the shares of the
Common Stock.
Based on the foregoing, and subject to compliance with applicable state
securities laws, it is our opinion that the 2,875,000 shares of Common Stock,
when issued and sold in the manner described in the Registration Statement, will
be legally issued, fully paid and nonassessable.
<PAGE>
Printrak International Inc.
June 27, 1996
Page 2
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ STRADLING, YOCCA, CARLSON & RAUTH
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE
To the Stockholders and Board of Directors of
Printrak International Inc.
We consent to the use in this Registration Statement (No. 333-4610) of
Printrak International Inc. on Form S-1, of our report dated May 2, 1996,
appearing in the Prospectus, which is a part of this Registration Statement, and
to the references to us under the headings "Experts" and "Selected Consolidated
Financial Data" in such Prospectus.
Our audits of the consolidated financial statements referred to in our
aforementioned report also included the financial statement schedule of Printrak
International Inc., listed in Item 16. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial statement schedule,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects, the information set forth therein.
DELOITTE & TOUCHE LLP
Costa Mesa, California
June 28, 1996
