<PAGE>
As Filed With the Securities and Exchange Commission on October 20, 1997
Registration No. 333-_____
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
PRINTRAK INTERNATIONAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0070547
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1250 NORTH TUSTIN AVENUE, ANAHEIM, CALIFORNIA 92807
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
----------------
TFP INC. STOCK OPTION PLAN
(FULL TITLES OF THE PLANS)
----------------
Richard M. Giles, President
Printrak International Inc.
1250 North Tustin Avenue, Anaheim, California 92807
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(714) 666-2700
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
Bruce Feuchter, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(714) 725-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered(1) Offering Price Aggregate Offering Registration Fee
Per Share Price
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.0001 par value 116,489 shares (2) $ 314,520 (2) $ 95
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes additional shares of Common Stock that may become
issuable pursuant to the anti-dilution adjustment provision of the TFP
Inc. Stock Option Plan (the "TFP Plan").
(2) In accordance with Rule 457(h), the aggregate offering price of
116,489 shares of Common Stock registered hereby which would be issued
upon exercise of options granted under the TFP Plan is based upon the
per share exercise price of such options, the weighted average of which
is approximately $2.70 per share.
Page 1 of 14 Pages
Exhibit Index on Page 5
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") and are incorporated
herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997 filed with the Commission on June 30, 1997.
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report referred to
in (a) above.
(c) The description of the Registrant's Common Stock that is
contained in the Registrant's Registration Statement on Form 8-A filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating that description.
(d) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) As permitted by the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation eliminates the liability of directors
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent otherwise required by the
Delaware General Corporation Law.
(b) The Registrant's Bylaws provide that the Registrant 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 Registrant
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.
(c) The Bylaws also give the Registrant the ability to enter into
indemnification agreements with each of its officers and directors. The
Registrant has entered into indemnification agreements with each of its
directors and executive officers. The indemnification agreements provide for
the indemnification of directors and officers of the against any and all
expenses, judgments, fines, penalties and amounts paid in settlement, to the
fullest extent permitted by law.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
Number Description
------ -----------
4.1 TFP Inc Stock Option Plan
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP, independent auditors.
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
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.
(c) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the
<PAGE>
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report, to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Anaheim, State of California, on the 17th day of
October, 1997.
PRINTRAK INTERNATIONAL INC.
By: /s/ RICHARD M. GILES
----------------------
Richard M. Giles
Chairman of the Board, Chief
Executive Officer, acting
Chief Financial Officer and
President
POWER OF ATTORNEY
We, the undersigned officers and directors of Printrak International
Inc., do hereby constitute and appoint Richard M. Giles and John G. Hardy, or
either of them, our true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ RICHARD M. GILES Chairman of the Board, Chief October 17, 1997
- -------------------------- Executive Officer, President
Richard M. Giles and acting Chief Financial
Officer (Principal Executive
Officer and Principal
Financial Officer)
/s/ JOHN G. HARDY Divisional President, Chief
- -------------------------- Operating Officer and Director October 15, 1997
John G. Hardy
/s/ KENNETH W. SIMONDS Director October 17, 1997
- --------------------------
Kenneth W. Simonds
/s/ CHARLES L. SMITH Director October 17, 1997
- --------------------------
Charles L. Smith
/s/ BARRY B. WHITE Vice President and Director October 17, 1997
- --------------------------
Barry B. White
/s/ ALBERT WONG Director October 17, 1997
- --------------------------
Albert Wong
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
- ------- ----------- -----------
4.1 TFP Stock Option Plan 6
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a 13
Professional Corporation, Counsel to the Registrant.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a ___
Professional Corporation (included in the Opinion filed as
Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP, independent auditors 14
24.1 Power of Attorney (included on signature page to the ___
Registration Statement at page S-1).
<PAGE>
EXHIBIT 4.1
TFP INC. STOCK OPTION PLAN
ARTICLE 1. GENERAL
1.1 ESTABLISHMENT AND PURPOSE. There is hereby established the TFP Inc.
Stock Option Plan (the "Plan") which provides for the granting of options
("Options") to purchase shares of no par value common stock ("Common Stock")
of TFP Inc. (the "Company"). The purposes of the Plan are (1) to provide
employees of the Company with an equity ownership in the Company, (2) to
maintain competitive compensation levels, and (3) to attract and retain high
quality employees.
1.2 EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
August 1, 1994. The Plan may be terminated at any time by the Board of
Directors; provided, however, that such termination shall have no effect on then
outstanding Options. Options may be granted under the Plan at any time or from
time to time as long as the total number of shares optioned or purchased under
this Plan does not exceed the number of shares of Common Stock specified in
Section 1.3 hereof. Notwithstanding anything to the contrary, no Options shall
be granted hereunder after August 1, 2004.
1.3 AGGREGATE LIMITATION ON OPTIONS. Shares of stock which may be issued
under the Plan shall consist of authorized and unissued shares of the Company's
Common Stock. Subject to adjustment in accordance with the provisions of
Section 5.7 hereof, the maximum number of shares of Common Stock which may be
issued under the Plan shall be 360,000 shares. Any shares of Common Stock
subject to an Option which for any reason is terminated, unexercised or expires
shall again be available for issuance under the Plan. With respect to Options
intended to be incentive stock options, the aggregate Fair Market Value (as
defined below and as determined on the date the Option is granted) of Common
Stock with respect to which incentive stock options are exercisable for the
first time by the Optionee thereof in any calendar year shall not exceed
$100,000.
1.4 DEFINITIONS. In this Plan, the following definitions shall apply:
"Cause" as used herein or in any Option Agreement means (i) the
commission by an Optionee of a felony or any other crime involving moral
turpitude, (ii) the engagement by an Optionee in any act of fraud,
misappropriation or similar misfeasance, (iii) the breach by an Optionee of any
confidentiality, noncompetition or other written agreements between the Company
and the Optionee, or (iv) repeated non-attentiveness by an Optionee to his
duties.
"Change in Control" shall be deemed to have occurred if (a)
individuals who were directors of the Company, immediately prior to a Control
Transaction shall cease, within one year of such Control Transaction, to
constitute a majority of the Company's Board of Directors (or of the Board of
Directors of any successor to the Company or to all or substantially all of its
assets), or (b) any entity, person or Group other than the Company or a Company
subsidiary acquires shares of the Company in a transaction or series of
transactions that result in such entity, person or Group directly or indirectly
owning beneficially 51% or more of the outstanding shares. Notwithstanding the
<PAGE>
foregoing, an issuance of shares by the Board of Directors to more than one
party in connection with a capital raising transaction shall not constitute a
Change in Control.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Committee" shall mean a committee of the Board composed solely of members
thereof who are "disinterested persons" within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, which Committee shall have
authority for administration of the Plan as contemplated in Section 2.1 hereof.
"Control Transaction" shall be (i) any tender offer for or acquisition of
capital stock of the Company, (ii) any merger, consolidation, or sale of all or
substantially all of the assets of the Company which has been approved by the
shareholders, (iii) any contested election of directors of the Company or (iv)
any combination of the foregoing which results in a change in voting power
sufficient to elect a majority of the Board of Directors of the Company.
"Disability" shall mean (as contemplated in Section 22(e)(3) of the Code)
the permanent and total disability by reason of physical or mental infirmity, of
a participant to perform the work customarily assigned to him by the Company.
The determination of the existence or nonexistence of Disability shall be made
by the Board or Committee pursuant to a medical examination by a medical doctor
selected or approved by the Board or Committee.
"Exercise Price" shall mean the price per share of Common Stock deliverable
upon the exercise of an Option.
"Fair Market Value" as of any date and in respect of any share of Common
Stock shall mean (i) if the Common Stock is not traded in any established
market, the Fair Market Value as determined by the Board or Committee, (ii) if
the Common Stock is trade in the over-the-counter market, the average of the
asked and the bid prices on such day as reported by NASDAQ, and (iii) if the
Common Stock is traded on an exchange, the average of the high and low prices at
which it is quoted or trade on such day; provided that, with respect to a grant
of incentive stock options, any determination of fair Market Value shall be made
in accordance with Section 422 of the Code.
"Group" shall mean persons who act in concert as described in Sections
13(d)(3) and / or 14(d)(2) of the Securities Exchange Act of 1934, as amended.
"Option Agreement" shall mean the written agreement entered into between
the Company and an Optionee which sets forth the terms and conditions of an
Option granted hereunder.
"Optionee" shall mean any individual who is a party to an outstanding
Option Agreement.
"Retirement" shall mean the voluntary termination of employment with the
Company by a participant after age 65 or at any age after 10 years of service
with the Company.
<PAGE>
ARTICLE 2. ADMINISTRATION
2.1 ADMINISTRATION. The Plan shall be administered by the Board or a
committee appointed by the Board; provided, however, that, in the event that the
Company is a reporting company under the Securities Exchange Act of 1934, as
amended, and the Board includes members who are not "disinterested persons" (as
defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended, or any applicable successor rule or regulation ("Rule 16b-3"), then all
authority of the Board under the Plan shall be exercised by the Committee.
2.2 AUTHORITY OF THE BOARD OR COMMITTEE. The Board or Committee shall
have complete authority to: (i) interpret all terms and provisions of the Plan
consistent with law, (ii) select from the group of officers and key employees
eligible to participate in the Plan the officers and key employees to whom
Options shall be granted, (iii) within the limits established herein, determine
the number of shares to be subject to Options and the term of each Option
granted to officers and key employees, (iv) prescribe the form of instruments
evidencing Options, (v) determine the time or times at which Options shall be
granted to officers or key employees, (vi) determine the method of exercise of
Options granted to officers or key employees under the Plan, (vii) adopt, amend
and rescind general and special rules and regulations for the Plan's
administration, and (viii) make all other determinations necessary or advisable
for the administration of this Plan. The Board or Committee may designate
selected Board or Committee members or certain employees of the Company to
assist the Board or Committee in the administration of the Plan and may grant
authority to such persons to execute documents on behalf of the Board or
Committee, subject in each such case to the requirements or Rule 16b-3.
2.3 LIMITATION OF LIABILITY. No member of the Board or Committee or
employee of the Company assisting the Board or Committee pursuant to the
preceding paragraph shall be liable for any action taken or determination made
in good faith. Decisions of the Board/Committee on all matters relating to the
Plan shall be in its sole discretion and shall be conclusive unless the Board
specifically directs otherwise.
ARTICLE 3. ELIGIBILITY
3.1 ELIGIBILITY FOR PARTICIPATION. Participants in the Plan shall be
selected by the Board or Committee from the officers and other employees for the
Company who have the capability of making a substantial contribution to the
success of the Company. In making this selection and in determining the terms
of the Options, the Board or Committee shall consider any factors deemed
relevant, including the individual's functions, responsibilities, value of
services to the Company and past and potential contributions to the Company's
profitability and growth. If the Board or Committee so determines, all
employees shall be eligible for participation in the Plan. Notwithstanding
anything to the contrary herein, Options intended to be incentive stock options
shall not be granted to any owner of 10% or more of the total combined voting
power of the Company and its subsidiaries, unless at the time such Option is
granted the Exercise Price is at least 110% of the Fair Market Value of the
Common Stock subject to the Option and the Option is not exercisable after the
expiration of five years from the date the Option is granted.
<PAGE>
ARTICLE 4. GRANT OF OPTIONS
4.1 GRANT OF OPTIONS. The Board or Committee may, from time to time, and
subject to the provisions of the Plan and such other terms and conditions as the
Board or Committee may prescribe, grant to any participant in the Plan one or
more Options.
4.2 TYPES OF OPTIONS. Options granted hereunder may, at the discretion of
the Board or Committee, be: (i) Options which are intended to qualify as
incentive stock options under Section 422 of the Code, (ii) Options which are
not intended to so qualify under Section 422 of the Code, or (iii) both of the
foregoing, if granted separately, and not in tandem. Each Option granted under
this Plan must be clearly identified as to its status as an incentive stock
option or not. Options granted hereunder may be allotted to participants in
such amounts, subject to the limitations specified in this Plan, as the Board or
Committee, in its sole discretion, may from time to time determine.
4.3 OPTION AGREEMENTS. The grant of an Option shall be evidenced by an
Option Agreement, executed by the Company and the Optionee, stating the number
of shares of Common Stock subject to the Option evidenced thereby, and in such
form and having such conditions as the Board or Committee may determine.
4.4 EXERCISE PRICE. The Exercise Price shall be equal to the Fair Market
Value per share of the Company's Common Stock on the date the Option is granted.
4.5 TERM AND EXERCISE. Each Option shall become exercisable in accordance
with a schedule determined by the Board or Committee and set forth in the
relevant Option Agreement. Options may be exercised during the period set forth
in the relevant Option Agreement, as determined by the Board or Committee, up to
a maximum of ten years from the date of grant (the "Option Term"). No Option
shall be exercisable after the expiration of its Option Term.
4.6 MANNER OF PAYMENT. Each Option Agreement shall set forth the
procedure governing the exercise of the Option granted thereunder, and shall
provide that, upon such exercise in respect of any shares of Common Stock
subject thereto, the Optionee shall pay to the Company, in full, the Exercise
Price for such shares with cash or Common Stock.
4.7 RIGHTS AS A SHAREHOLDER. As soon as practicable after receipt of
payment, the Company shall deliver to the Optionee a certificate or certificates
for such shares of Common Stock. Such certificates may reflect any necessary
legends (including, without limitation any restrictive legends in connection
with state or federal securities laws) that the Board or Committee shall deem
appropriate. The Optionee shall become a shareholder of the Company with
respect to Common Stock represented by share certificates so issued and, as
such, shall be fully entitled to receive dividends, to vote and to exercise all
other rights of a shareholder.
4.8 DEATH OF OPTIONEE. Upon the death of the Optionee, any Options to the
extent exercisable on the date of death may be exercised by the Optionee's
estate, or by a person who acquires the right to exercise such Option by request
or inheritance or by reason of the death of the Optionee, provided that such
exercise occurs within both the remaining Option Term and one year after the
Optionee's death. The provisions of this Section shall apply notwithstanding
the fact that the Optionee's employment may have terminated prior to death, but
only to the extent of any rights exercisable on the date of death.
<PAGE>
4.9 RETIREMENT, DISABILITY OR INVOLUNTARY TERMINATION. Unless the
relevant Option Agreement expressly provides otherwise (in which case the tax
treatment of Section 422 of the Code may not be available), upon termination of
the Optionee's employment by reason of Retirement, involuntary termination other
than for Cause, or Disability (as defined below and as each is determined by the
Board or Committee), the Optionee may exercise any Option (to the extent such
Options were exercisable at the date of such termination) provided that such
exercise occurs during the (i) 12 months after the date of termination of
employment due to Disability or (ii) three months after the date of termination
of employment in cases of Retirement and involuntary termination other than for
Cause.
4.10 TERMINATION FOR OTHER REASONS. Except as provided in Sections 4.8 and
4.9, or except as otherwise expressly set forth in the relevant Option Agreement
(in which case the tax treatment of Section 422 of the Code may not be
available), all Options shall terminate upon the termination of the Optionee's
employment. Notwithstanding anything to the contrary herein, in the event that
an Optionee breaches a confidentiality agreement or noncompetition agreement
between such Optionee and the Company, then all outstanding Options held by such
Optionee shall immediately terminate.
ARTICLE 5. MISCELLANEOUS
5.1 GENERAL RESTRICTIONS. Each Option shall be subject to the requirement
that, if at any time the Board or Committee shall determine that (i) the
listing, registration or qualification of the shares of Common Stock subject or
related thereto upon any securities exchange or under any state or Federal law,
or (ii) the consent or approval of any government regulatory body, or (iii) an
agreement by the Optionee with respect to the disposition of shares of Common
Stock, is necessary or desirable as a condition of, or in connection with, the
granting of such Option or the issue or purchase of shares of Common Stock
thereunder, such Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent, approval or agreement shall have
been effected or obtained free of any conditions not acceptable to the Board or
Committee.
5.2 NON-ASSIGNABILITY. No rights under any Option shall be assignable or
transferable by the recipient thereof, except by will or by the laws of descent
and distribution, nor shall the Option be subject to attachment, execution or
other similar process. During the life of the recipient, such Option shall be
exercisable only by such person or by such person's legal representative.
5.3 WITHHOLDING TAXES. Whenever the Company proposes or is required to
issue or transfer shares of Common Stock under the Plan, the Company shall have
the right to require the Optionee to remit to the Company an amount sufficient
to satisfy any Federal, state and/or local withholding tax requirements prior to
the delivery of any certificate or certificates for such shares. Alternatively,
the Company may issue or transfer such shares of Common Stock net of the number
of shares sufficient to satisfy the withholding tax requirements. For
withholding tax purposes, the shares of Common Stock shall be valued on the date
the withholding obligation is incurred.
5.4 RIGHT TO TERMINATE EMPLOYMENT. Nothing in the Plan or in any Option
Agreement entered into pursuant to the Plan shall confer upon any participant
the right to continue in the
<PAGE>
employment of the Company or effect any right which the Company may have to
terminate the employment of such participant.
5.5 NON-UNIFORM DETERMINATIONS. The Board's or Committee's determinations
under the Plan (including without limitation determinations of the persons to
receive Options, the amount and timing of such Options, the terms and provisions
of such Options and the agreements evidencing same) need not be uniform and may
be made by it selectively among persons who receive, or are eligible to receive,
Options under the Plan, whether or not such persons are similarly situated.
5.6 RIGHTS AS A SHAREHOLDER. An Optionee under the Plan shall have no
rights as a shareholder with respect thereto unless and until certificates for
shares of Common Stock are issued to him.
5.7 ADJUSTMENTS. In any event of any change in the outstanding Common
Stock by reason of a stock dividend or distribution, recapitalization, merger,
consolidation, split-up, combination, exchange of shares or the like, the Board
or Committee may appropriately adjust the number of shares of Common Stock which
may be issued under the Plan, the number of shares of Common Stock subject to
outstanding Options, the Exercise Price of outstanding Options, and any and all
other matters deemed appropriate by the Board or Committee.
5.8 AMENDMENT OF THE PLAN. The Board or Committee may, without further
action by shareholders and without receiving further consideration from
participants, amend this Plan or modify Options in response to changes in
securities or other laws or rules, regulations or regulatory interpretations
thereof applicable to this Plan or to regulatory interpretations thereof
applicable to this Plan or to comply with stock exchange rules or requirements.
The Board or Committee may at any time and from time to time terminate or modify
or amend the Plan in any respect, except that without shareholder approval the
Board or Committee may not (i) increase the maximum number of shares of Common
Stock which may be issued under the Plan (other than increases pursuant to
Section 5.7), (ii) extend the period during which any Option may be granted or
exercised, or (iii) extend the term of the Plan. The termination or any
modification or amendment of the Plan, except as provided in the first sentence
of this Section 5.8, shall not without the consent of a participant, affect his
or her rights under an Option previously granted to him or her.
5.9 CHANGE OF CONTROL. The Board or Committee may provide that any Option
granted hereunder shall immediately become vested and fully exercisable upon a
Change in Control.
<PAGE>
EXHIBIT 5.1
October 20, 1997
Printrak International Inc.
1250 North Tustin Avenue
Anaheim, California 92807
RE: REGISTRATION STATEMENT ON FORM S-8 (TFP INC. STOCK OPTION PLAN)
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by Printrak International
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of an aggregate of 116,489 shares of the Company's common stock,
$.0001 par value ("Common Stock"), issuable under the Company's TFP Inc.
Stock Option Plan (the "Plan").
We have examined the proceedings heretofore taken and are familiar with the
additional proceedings proposed to be taken by the Company in connection with
the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, it is our opinion that:
1. stock options, as granted in accordance with the Plan, are legally
issued and binding obligations of the Company; and
2. 116,489 shares of Common Stock, when issued under the Plan and against
full payment therefor in accordance with the respective terms and conditions of
the Plan, will be legally and validly issued, fully paid and nonassessable.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STRADLING YOCCA CARLSON & RAUTH
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
relating to the TFP Inc. Stock Option Plan of Printrak International, Inc.
and subsidiaries on Form S-8 of our report dated May 12, 1997, appearing in
the Annual Report on Form 10-K of Printrak International, Inc. and
subsidiaries for the year ended March 31, 1997.
/s/ Deloitte & Touche LLP
Costa Mesa, California
October 16, 19976
