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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
PRINTRAK INTERNATIONAL INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
74257410
(CUSIP Number)
KEVIN MCDONNELL, CHIEF FINANCIAL OFFICER
PRINTRAK INTERNATIONAL INC.
1240 N. TUSTIN AVENUE
ANAHEIM, CA 92807
(714) 238-2030
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 7, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 74257410 PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barry B. White
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
South Carolina, USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 732,179
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 732,179
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PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
732,179
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.6%
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14 TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, par value $.0001 per share
(the "Common Stock"), of Printrak International Inc. ("Printrak"), a Delaware
corporation. Printrak's principal executive officers which are listed below
are located at 1240 N. Tustin Avenue, Anaheim, California 92807.
- Richard Giles: Chairman of the Board, Chief Executive Officer
and President
- Kevin P. McDonnell: Chief Financial Officer
- Susanna H. Bennett: Vice President, Treasurer and Secretary
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Barry B. White, an individual and
resident of South Carolina. Mr. White is a citizen of South Carolina, USA.
Mr. White is the President of TFP Inc. ("TFP"), a South Carolina corporation
located at 110 Frederick Street, Greenville, South Carolina 29607. Mr. White
is also a Vice President and director of Printrak.
During the last five years, Mr. White has not been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The 732,179 shares of Common Stock of Printrak were issued to Mr. White
in exchange for his 2,168,337 shares of TFP common stock pursuant to an
Agreement and Plan of Reorganization and Merger.
ITEM 4. PURPOSE OF TRANSACTION
On April 7, 1997, Printrak entered into an Agreement and Plan of
Reorganization and Merger (the "Agreement") with TFP Acquisition Corp., a
South Carolina corporation and wholly-owned subsidiary of Printrak, and TFP,
pursuant to which TFP Acquisition Corp. has merged with and into TFP (the
"Merger"). As a result of the Merger, TFP became a wholly-owned subsidiary
of Printrak and the outstanding shares and outstanding warrants to purchase
shares of TFP Common Stock and Series A Preferred Stock have been converted
into an aggregate of 1,399,494 shares of fully paid and non-assessable Common
Stock, $.0001 par value, of Printrak, subject to possible adjustment as set
forth in the Agreement. The outstanding options to purchase shares of TFP
Common Stock have been converted into the right to acquire 116,496 shares of
Common Stock of Printrak. The effective date of the merger was May 7, 1997.
The transaction was consummated for the following reasons: (1) Printrak
desired to acquire TFP to realize the strategic benefits and value of
combining the technology and services of TFP with Printrak's existing and
planned technology to become the total solution provider for the Criminal
Justice market; and (2) TFP's management believed that the TFP shareholders
would benefit by joining forces with Printrak and participating in a
compatible company with broader business opportunities and substantially
greater resources.
Except that Mr. White was elected to the Board of Directors of Printrak
on the day following the completion of the merger, Mr. White has no present
plans or proposals which would relate to or result in any of the following:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation,
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involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of May 7, 1997 Mr. White was the beneficial owner of shares of Common
Stock, which represent in the aggregate 6.6% of the outstanding shares of
Common Stock (based on 9,706,628 shares of Common Stock outstanding as of May
2, 1997 plus 1,399,494 shares issued on May 7, 1997 as disclosed by
Printrak.) Mr. White has the sole power to vote and the sole power to
dispose of the shares. Other than the acquisition of the stock described in
Item 3 above, Mr. White has not made any transaction in the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Printrak and any person with respect to any
shares of Common Stock of Printrak, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, put or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies, except for the following:
1. Mr. White entered into a two-year Employment and Non-Competition
Agreement (the "Agreement") with Printrak, pursuant to which,
Mr. White will hold the positions of President of TFP, Vice
President of Printrak, and will be a director of TFP. Although
the Agreement does not provide for any divisions of profits,
Mr. White is eligible for an incentive bonus estimated to be 40%
of his 1998 annual salary. The bonus is conditioned upon the
attainment of performance goals to be established by TFP and Printrak.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
10.1 Agreement and Plan of Reorganization and Merger (incorporated
by reference to Exhibit 10.1 of the Registrant's Form 8-K
filed on April 17, 1997)
99.1 Employment and Non-Competition Agreement
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 8, 1997 /s/ Barry B. White
--------------------------------
Barry B. White
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EMPLOYMENT AND NON-COMPETITION AGREEMENT
This Employment and Non-Competition Agreement ("Agreement") is made and
entered into this 7th day of May, 1997 by and between TFP INC., a South
Carolina corporation, ("Company"), PRINTRAK INTERNATIONAL INC. ("Printrak"),
the parent entity of the Company, and BARRY B. WHITE ("Employee"). The
Company and Printrak are sometimes referred to collectively herein as the
"Companies."
1. EMPLOYMENT: Employee shall be employed as President of the Company,
or such other position as may be designated from time to time by the Board of
Directors, and shall faithfully and diligently perform all duties and
responsibilities required of such position or assigned by the Company from
time to time. In addition, Employee shall serve as a member of the Company's
Board of Directors for a term extending at least until April 30, 1998, and
shall serve as a Vice President of Printrak.
2. TERM: This Agreement and Employee's employment shall be for a term
of two (2) years commencing on the date hereof and expiring on May 7, 1999,
but may be terminated earlier at any time in accordance with Section 4 of
this Agreement.
3. COMPENSATION: In consideration for all services to be performed
under this Agreement, Employee shall receive the following compensation:
(a) SALARY: Employee shall be paid base salary at the rate of One
Hundred Fifty Thousand Dollars ($150,000) per year, which salary shall be
reviewed annually in conjunction with Employee's annual merit review.
(b) INCENTIVE BONUS: Employee shall be eligible for participation
in Printrak's Executive Bonus Plan. Employee's target bonus under the
Executive Bonus Plan for fiscal 1998 will be 40% of Employee's base salary,
conditioned upon the attainment of performance goals to be established by
the Company and Printrak.
(c) VACATION: Employee shall accrue, and be deemed to have earned,
vacation at the rate of three (3) weeks per year of service, pursuant to
the Company's policy for paid time off ("PTO"). As of the date hereof,
Employee has accrued [223.8] hours of PTO which he shall be allowed to use
in accordance with Company policy in addition to amounts accrued pursuant
to this section, it being understood that, pursuant to the Company's
policy, Employee shall not be permitted to accrue more than 240 hours of
PTO, including such time previously accrued. Upon the termination of
Employee's employment with the Company, any PTO not previously used by
Employee shall be paid to Employee at the rate set forth in paragraph (a)
above.
(d) EMPLOYEE BENEFIT PLANS: Employee shall be entitled to
participate in such group medical, dental, visual, disability, death
benefit, life insurance and other benefit plans as the Company and Printrak
may offer from time to time for personnel of comparable stature, it being
understood that neither the Company nor Printrak shall be obligated to
provide such
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benefits to any employee.
4. TERMINATION: This Agreement and Employee's employment with the
Company, as well as his service as an officer of the Company and Printrak, are
subject to immediate termination at any time as follows:
(a) DEATH: This Agreement shall terminate immediately upon
Employee's death, in which event the Companies' only obligation shall be to
pay all compensation (as defined below) owing for services rendered by
Employee prior to the date of his death.
(b) DISABILITY: The Company may, to the extent permitted by
applicable law, terminate Employee's employment in the event that Employee
is disabled from performing all assigned duties under this Agreement due to
illness or injury for a period in excess of one hundred eighty (180)
consecutive days, in which event the Companies' only obligation shall be to
pay all compensation (as defined below) owing for services rendered by
Employee prior to the date of his termination.
(c) TERMINATION FOR CAUSE: The Company may terminate this Agreement
immediately upon written notice to Employee in the event Employee (i)
commits any material misconduct, willful breach, or habitual neglect of his
duties to the Company or Printrak; (ii) materially violates any policy or
procedure of the Company or Printrak, the effect of which violation could
reasonably be expected to materially damage the Company; or (iii) engages
in job performance which is materially inferior to that reasonably expected
of an executive in a position of responsibility and compensation comparable
to those of Employee, which inferior performance is not cured after
counseling by the Company. In either event, the Companies' sole obligation
to Employee shall be to pay all compensation (as defined below) owing for
services rendered by Employee prior to notice of termination under this
subsection.
(d) TERMINATION WITHOUT CAUSE: The Company in its sole discretion
may also terminate Employee's employment without cause or prior warning
immediately upon written notice to Employee, in which event the Companies'
only obligation shall be to pay all compensation (as defined below) owing
for services rendered by Employee prior to the effective date of such
termination, and to pay Employee the sum total of (i) One Hundred Thousand
Dollars ($100,000) plus (ii) if (but only if) such termination occurs prior
to the first (1st) anniversary of the date hereof, wages pursuant to
Section 3(a) above for the period from the effective date of such
termination through the first (1st) anniversary of the date hereof,
prorated for the number of days in such period, in lieu of any obligation
to make salary or other payments to Employee following such termination.
In the event the initial term of this Agreement expires by its terms prior
to any termination pursuant to this subsection 4(d) and Employee ceases
employment with the Company or Printrak, Employee shall be paid such
$100,000 severance payment concurrent with such cessation.
(e) VOLUNTARY TERMINATION: Employee may terminate this Agreement at
any time, for any reason, upon written notice to the Company, in which
event the Companies' only obligation to Employee shall be to pay all
compensation (as defined below) owing for services rendered by Employee
prior to the date of such termination.
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(f) COMPANY'S SOLE OBLIGATION: In the event of any termination
pursuant to this Section 4, the payment of the amounts set forth in
subsections (a) through (e) above, as and if applicable, constitute the
sole obligations of the Companies and are in lieu of any damages or other
compensation that Employee may claim in connection with this Agreement.
The Company (or, if the Company fails to make such payment, Printrak) shall
make payment of said compensation as required by the South Carolina Wage
Payment Statute (South Carolina Code Sections 41-10-10 et seq.).
(g) RETURN OF COMPANY PROPERTY: Upon termination of employment for
any reason, Employee shall immediately return to the Company or Printrak,
as appropriate, without condition, all files, records, keys, and other
property of the Company or Printrak.
(h) DEFINITIONS: For purposes of this Agreement, the term
"compensation" shall mean "wages" as defined in South Carolina Code of Laws
Section 41-10-10 and includes compensation for accrued but unused vacation,
wages, commissions, severance pay and other payments under this Agreement.
5. CONFIDENTIALITY: Employee acknowledges and agrees that Employee has
been entrusted with trade secrets and proprietary information regarding the
products, processes, methods of manufacture and delivery, know-how, designs,
formula, work in progress, research and development, computer software and data
bases, copyrights, trademarks, patents, marketing techniques, and future
business plans, as well as customer lists and information concerning the
identity, needs, and desires of actual and potential customers of the Company,
Printrak and their respective subsidiaries, joint ventures, partners, and other
affiliated persons and entities ("Confidential Information"), all of which
derive significant economic value from not being generally known to others
outside the Company or Printrak, as the case may be. Accordingly, Employee
agrees to execute and be bound by the terms of the Employee Proprietary
Information Agreement attached hereto as Annex 1.
6. INVENTIONS: Any and all patents, copyrights, trademarks, inventions,
discoveries, developments, or trade secrets developed or perfected by Employee
during or as the result of Employee's employment with the Company shall
constitute the sole and exclusive property of the Company, as more particularly
set forth in the Employee Proprietary Information Agreement.
7. CONFLICT OF INTERESTS: During the term of this Agreement, Employee
shall devote Employee's full working time, ability, and attention to the
business of the Company and Printrak, and shall not accept other employment or
engage in any other outside business activity which interferes with the
performance of Employee's duties and responsibilities under this Agreement or
which involves actual or potential competition with the business of the Company
or Printrak, except with the express written consent of the Boards of Directors
of the Company and Printrak.
8. COVENANT NOT TO COMPETE; NON-SOLICITATION:
(a) COVENANT NOT TO COMPETE: Employee hereby agrees that he will
not, directly or indirectly, whether as a principal, partner, employee,
consultant, officer, director, shareholder, investor, or otherwise, engage in,
or have any interest in, or provide any services to, any corporation,
partnership, proprietorship, firm, association or business which engages in any
activities which are the same as,
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similar to, or directly or indirectly in any way competitive with the
Business of the Company or Printrak. For purposes of this Agreement, the
"Business" shall be defined as the development of computer services and
technology for use in applications which process, store and retrieve video
images, document images, text and data in any industry (i) into which the
Company or Printrak are marketing such products as of the date of
termination, or (ii) for which the Board of Directors of the Company or
Printrak have approved, scheduled and authorized adequate funding for the
development of products. The foregoing notwithstanding, the covenant not to
compete set forth in this Section 8 shall not apply to the ownership, for
investment purposes only, of publicly-traded shares of capital stock not in
excess of two percent (2%) of the issued and outstanding shares of such
capital stock. Except as provided below, this covenant shall continue until
the later to occur of (i) the termination of Employee's employment with the
Company and (ii) April 30, 2002 and shall apply to activities in any area of
the United States and in any other countries in which the Company or Printrak
is marketing its products and/or services as of the date of termination.
Notwithstanding the foregoing, this covenant shall expire and be of no
further force or effect upon the occurrence of any of the following: (i) a
material breach of this Agreement by the Company which is not cured within
thirty (30) days following written notice from Employee, (ii) the cessation
or abandonment of the Business by the Company, Printrak, or any successor for
a continuous period of more than twelve (12) months, or (iii) the bankruptcy,
receivership, liquidation, dissolution or assignment for the benefit of
creditors of the Company.
(b) NON-SOLICITATION: Employee further agrees not to solicit or
engage any of the employees of the Company or Printrak at any time during
such employee's employment with Company, and for a period of two (2) years
following any termination thereof.
(c) INJUNCTIVE RELIEF: The Employee acknowledges that the
restrictions contained in the foregoing paragraphs (a) and (b), in view of
the nature of the Business and the involvement of Employee in the Business,
are reasonable and necessary in order to protect the legitimate interests of
the Company and Printrak, and that any violation thereof would result in
irreparable injuries to the Company and/or Printrak. Therefore, the Employee
acknowledges and agrees that, in the event of a violation by the Employee, of
any of the restrictions contained in paragraphs (a) and (b) above, the
Company and Printrak, which are intended third-party beneficiaries of the
agreements of the Employee contained herein, shall be entitled to seek and
obtain from any court of competent jurisdiction (and without having to join
any other party in such action) temporary, preliminary and permanent
injunctive relief, in addition to any other rights or remedies to which it or
they may be entitled. In any action or proceeding to enforce the provisions
of this Agreement, Employee expressly waives the defense that a remedy of
damages will be adequate for a breach of Employee's duties under this
Agreement.
9. EMPLOYEE BENEFIT PLANS: All of the employee benefit plans referred
to or contemplated by this Agreement shall be governed solely by the terms of
the underlying plan documents and by applicable law, and nothing therein
shall create any contract or guarantee of employment with the Company or
Printrak. Nothing in this Agreement shall impair the Company's right to
amend, modify, replace, and terminate any and all such plans in its sole
discretion as provided by law. This Agreement is for the sole benefit of
Employee and the Company, and is not intended to create an employee benefit
plan or to modify the terms of existing plans.
10. INDEMNIFICATION: Printrak has in force, and shall maintain in force
during the term of Employee's service as an officer or director of the
Company or Printrak, Director and Officer Liability
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insurance covering Employee.
11. ASSIGNMENT: This Agreement may not be assigned by Employee, but may
be assigned by the Company or Printrak to any successor in interest to its
business. This Agreement shall bind and inure to be benefit of the Company's
and Printrak' successors and assigns, as well as Employee's heirs, executors,
beneficiaries, administrators, and legal representatives.
12. NOTICES: All notices required by this Agreement may be delivered by
first class mail at the following addresses:
To the Company: TFP INC.
110 Frederick Street
Greenville, South Carolina 29607-2585
Attn: Chairman of the Board
cc: Printrak International Inc.
1250 North Tustin Avenue
Anaheim, California 92807
Attn: Chief Financial Officer
To Employee: Barry B. White
--------------------
--------------------
13. AMENDMENT: This Agreement may be modified only by written agreement
signed by the party against whom any amendment is to be enforced, and in the
case of the Company or Printrak, pursuant to consent by the Board of
Directors of such entity.
14. CHOICE OF LAW: This Agreement shall be governed by the laws of the
State of South Carolina, and the parties submit to the jurisdiction of the
courts of Greenvillle County, South Carolina for enforcement.
15. PARTIAL INVALIDITY: If any term of this Agreement, including
without limitation the geographic coverage, scope of business or periods of
time specified in Section 8 hereof, is determined to be illegal,
unenforceable or invalid in whole or in part for any reason, such illegal,
unenforceable or invalid provisions or part thereof shall be stricken from
this Agreement, and such provision shall not affect the legality
enforceability or validity of the remainder of this Agreement. If any
provision or part thereof of this Agreement is stricken in accordance with
this Section, then such stricken provision shall be replaced, to the extent
possible, with a legal, enforceable and valid provision that is as similar in
tenor to the stricken provision as is legally possible. Notwithstanding the
foregoing, if such finding of illegality or unenforceability materially and
adversely affects the consideration for a party's performance under this
Agreement, such party may, at its option, by written notice to the other
party, terminate this Agreement.
16. WAIVER: No waiver of any breach of this Agreement shall constitute
a waiver of any subsequent breach.
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17. COMPLETE AGREEMENT: This Agreement contains the entire agreement
between the parties, and supersedes any and all prior and contemporaneous oral
and written agreements, including Employee's previous employment contracts (if
any), which shall have no further force and effect.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
as of the date first written above.
/s/ Barry B. White
--------------------------------------------
BARRY B. WHITE
TFP INC.,
a South Carolina corporation
By: /s/ Barry B. White
----------------------------------------
Its: President
PRINTRAK INTERNATIONAL INC.,
a Delaware corporation
By: /s/ Kevin McDonnell
----------------------------------------
Its: Chief Financial Officer
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