<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)
------------------
EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLES OF THE PLAN)
------------------
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>
- ---------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount of
To Be Registered Registered(1)(2) Per Share Price Registration Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.0001 par value 250,000 shares (3) $ 2,257,812 (3) $ 685
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provision of the Employee Stock
Purchase Plan (the "Purchase Plan") .
(2) 100,000 shares of Common Stock available for issuance under the Purchase
Plan were registered on a Registration Statement on Form S-8 on October 9, 1996
(Registration No. 333-13819).
(3) In accordance with Rule 457(h), the aggregate offering price of 250,000
shares of Common Stock registered hereby was estimated using the average of the
high and low price reported by the Nasdaq National Market for the Common Stock
on October 17, 1997, using a per share price of $9.03 or 85% of $10.625, which
price per share is the estimated basis at which the shares will be issued
pursuant to the Purchase Plan.
Page 1 of 15 Pages
Exhibit Index on Page 4
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 333-13819) as filed with the Commission on October 9, 1996 are
incorporated herein by reference.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
4.1 First Amended Printrak International Inc. Employee Stock Purchase
Plan - 1996
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).
<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 October 15, 1997
JOHN G. HARDY Operating Officer and Director
/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 First Amended Printrak International Inc. Employee 5
Stock Purchase Plan - 1996
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 14
auditors
24.1 Power of Attorney (included on signature page to the ---
Registration Statement at page S-1).
<PAGE>
EXHIBIT 4.1
FIRST AMENDED
PRINTRAK INTERNATIONAL INC.
EMPLOYEE STOCK PURCHASE PLAN
The PRINTRAK INTERNATIONAL INC. EMPLOYEE STOCK PURCHASE PLAN (the "Plan")
was adopted effective July 2, 1996 and is hereby amended and restated by
PRINTRAK INTERNATIONAL INC. (the "Company") to be effective on January 1, 1997
(the "Amendment Date").
ARTICLE I
PURPOSE OF THE PLAN
1.1 PURPOSE. The Company has determined that it is in its best
interests to provide an incentive to attract and retain employees and to
increase employee morale by providing a program through which employees may
acquire a proprietary interest in the Company through the purchase of shares of
the common stock of the Company ("Company Stock"). The Plan was established by
the Company to permit employees to subscribe for and purchase directly from the
Company shares of the Company Stock at a discount from the market price, and to
pay the purchase price in installments by payroll deductions. The Plan is
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code of 1986, as amended from time to time (the "Code").
The provisions of the Plan are to be construed in a manner consistent with the
requirements of Section 423 of the Code. The Plan is not intended to be an
employee benefit plan under the Employee Retirement Income Security Act of 1974,
and therefore is not required to comply with that Act.
ARTICLE II
DEFINITIONS
2.1 AMENDMENT DATE. "Amendment Date" means January 1, 1997.
2.2 COMPENSATION. "Compensation" means the amount indicated on the
Form W-2, including any elective deferrals with respect to a plan of the Company
qualified under either Section 125 or Section 401(a) of the Internal Revenue
Code of 1986, issued to an employee by the Company and any amounts deferred by
the Employee to a nonqualified deferred compensation plan sponsored by the
Company.
2.3 EMPLOYEE. "Employee" means each person currently employed by the
Company or any of its operating subsidiaries on a full time basis (persons who
average at least thirty hours per week), any portion of whose income is subject
to withholding of income tax or for whom Social Security retirement
contributions are made by the Company and any person qualifying as a common law
employee of the Company.
2.4 EFFECTIVE DATE. "Effective Date" means July 2, 1996.
<PAGE>
2.5 5% OWNER. "5% Owner" means an Employee who, immediately after the
grant of any rights under the Plan, would own Company Stock or hold outstanding
options to purchase Company Stock possessing 5% or more of the total combined
voting power of all classes of stock of the Company. For purposes of this
Section, the ownership attribution rules of Code Section 425(d) shall apply.
2.6 GRANT DATE. "Grant Date" means the first day of each Offering
Period (August 1 and February 1) under the Plan. In the first Plan Year only,
the initial Grant Date shall be the Effective Date and August 1, 1996 will not
be a Grant Date.
2.7 PARTICIPANT. "Participant" means an Employee who has satisfied the
eligibility requirements of Section 3.1 and has become a participant in the Plan
in accordance with Section 3.2.
2.8 PLAN YEAR. For the first Plan Year, "Plan Year" means the period
commencing on the Effective Date and ending December 31, 1996. The change of
the Plan Year shall be effective on the Amendment Date. The initial Plan Year
following this amendment shall commence on the Amendment Date and end January
31, 1998. Thereafter, "Plan Year" means the twelve consecutive month period
beginning February 1 and ending on the next following January 31.
2.9 OFFERING PERIOD. "Offering Period" means the six consecutive month
periods commencing February 1 through July 31 and August 1 through January 31
each Plan Year. For the first Plan Year only, "Offering Period" means the
period commencing on the Effective Date and ending December 31, 1996. For the
period commencing on the Amendment Date and ending July 31, 1997, "Offering
Period" means the period commencing on the Amendment Date and ending July 31,
1997.
2.10 PURCHASE DATE. "Purchase Date" means the last day of each Offering
Period (July 31 and January 31 thereafter). In the first Plan Year only, the
initial Purchase Date shall be December 31, 1996.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY. Each Employee of the Company on the Effective Date
may become a Participant in the Plan on the Effective Date. All other Employees
of the Company may become a participant in the Plan on the Grant Date coincident
with or next following his completion of one year of employment with the Company
after attaining age eighteen. For the first Plan Year only, Employees who are
considered Affiliates, subject to Section 16(b) of the Securities Exchange Act
of 1934, are not eligible to participate in the Plan. Commencing on the
Amendment Date, Affiliates may become a Participant in the Plan on the Amendment
Date.
3.2 PARTICIPATION. An Employee who has satisfied the eligibility
requirements of Section 3.1 may become a Participant in the Plan upon his
completion and delivery to the Human Resources Department of the Company of a
subscription agreement provided by the Company (the "Subscription Agreement")
authorizing payroll deductions. Payroll deductions for a Participant shall
commence on the Grant Date coincident with or next following the filing of the
Participant's Subscription Agreement and shall remain in effect until revoked by
the Participant by the filing of a notice of withdrawal from the Plan under
Article VIII or by the filing of a new Subscription Agreement providing for a
change in
<PAGE>
the Participant's payroll deduction rate under Section 5.2.
3.3 SPECIAL RULES. Under no circumstances shall:
(a) A 5% Owner be granted a right to purchase Company Stock under the
Plan;
(b) A Participant be entitled to purchase Company Stock under the Plan
which, when aggregated with all other employee stock purchase plans of the
Company, exceeds an amount equal to the Aggregate Maximum. "Aggregate Maximum"
means an amount equal to $10,000 worth of Company Stock (determined using the
fair market value of such Company Stock at each applicable Grant Date) during
each Plan Year; or
(c) The number of shares of Company Stock purchasable by a Participant
on any Purchase Date exceed 1,000 shares, subject to periodic adjustments under
Section 10.4.
ARTICLE IV
OFFERING PERIODS
4.1 OFFERING PERIODS. The initial grant of the right to purchase
Company Stock under the Plan shall commence on the Effective Date and terminate
on December 31, 1996. Thereafter, the Plan shall provide for Offering Periods
commencing on each Grant Date and terminating on the next following Purchase
Date.
ARTICLE V
PAYROLL DEDUCTIONS
5.1 PARTICIPANT ELECTION. Upon the Subscription Agreement, each
Participant shall designate the amount of payroll deductions to be made from his
or her paycheck to purchase Company Stock under the Plan. The amount of payroll
deductions shall be designated in whole dollar amounts of Compensation, not to
exceed 15% of Compensation for any Plan Year. The amount so designated upon the
Subscription Agreement shall be effective as of the next Grant Date and shall
continue until terminated or altered in accordance with Section 5.2 below.
5.2 CHANGES IN ELECTION. A Participant may terminate participation in
the Plan at any time prior to the close of an Offering Period as provided in
Article VIII. A Participant may decrease or increase the rate of payroll
deductions once each calendar quarter by completing and delivering to the Human
Resources Department of the Company a new Subscription Agreement setting forth
the desired change. Any change under this Section shall become effective on the
next payroll period (to the extent practical under the Company's payroll
practices) following the delivery of the new Subscription Agreement.
5.3 PARTICIPANT ACCOUNTS. The Company shall establish and maintain a
separate account ("Account") for each Participant. The amount of each
Participant's payroll deductions shall be credited to his Account. No interest
will be paid or allowed on amounts credited to a Participant's Account. All
payroll deductions received by the Company under the Plan are general corporate
assets of the Company and may be used by the Company for any corporate purpose.
The Company is not obligated
<PAGE>
to segregate such payroll deductions.
ARTICLE VI
GRANT OF PURCHASE RIGHTS
6.1 RIGHT TO PURCHASE SHARES. On each Grant Date, each Participant
shall be granted a right to purchase at the price determined under Section 6.2
that number of shares and partial shares of Company Stock that can be purchased
or issued by the Company based upon that price with the amounts held in his
Account. In the event that there are amounts held in a Participant's Account
that are not used to purchase Company Stock, such amounts shall remain in the
Participant's Account and shall be eligible to purchase Company Stock in any
subsequent Offering Period.
6.2 PURCHASE PRICE. The purchase price for any Offering Period shall
be the lesser of:
(a) 85% of the Fair Market Value of Company Stock on the Grant Date; or
(b) 85% of the Fair Market Value of Company Stock on the Purchase Date.
6.3 FAIR MARKET VALUE. "Fair Market Value" on any given date means the
value of one share of Company Stock, determined as follows:
(a) If the Company Stock is then listed or admitted to trading on the
Nasdaq National Market System or a stock exchange which reports closing sale
prices, the Fair Market Value shall be the opening sale price on the date of
valuation on the Nasdaq National Market System or principal stock exchange on
which the Company Stock is then listed or admitted to trading, or, if no opening
sale price is quoted or no sale takes place on such day, then the Fair Market
Value shall be the opening sale price of the Company Stock on the Nasdaq
National Market System or such exchange on the next preceding day on which a
sale occurred.
(b) If the Company Stock is not then listed or admitted to trading on
the Nasdaq National Market System or a stock exchange which reports closing sale
prices, the Fair Market Value shall be the average of the opening bid and asked
prices of the Company Stock in the over-the-counter market on the date of
valuation.
(c) If neither (a) nor (b) is applicable as of the date of valuation,
then the Fair Market Value shall be determined by the Administrator in good
faith using any reasonable method of valuation, which determination shall be
conclusive and binding on all interested parties.
ARTICLE VII
PURCHASE OF STOCK
7.1 PURCHASE OF COMPANY STOCK. Absent an election by the Participant
to terminate and have his or her Account returned, on each Purchase Date, the
Plan shall purchase on behalf of each Participant the maximum number of shares
and partial shares of Company Stock at the purchase price determined under
Section 6.2 above as can be purchased with the amounts held in each
Participant's
<PAGE>
Account. In the event that there are amounts held in a Participant's Account
that are not used to purchase Company Stock, all such amounts shall be held in
the Participant's Account and carried forward to the next Offering Period.
7.2 DELIVERY OF COMPANY STOCK.
(a) Company Stock acquired under the Plan may either be issued directly
to Participants or may be issued to a contract administrator ("Administrator")
engaged by the Company to administer the Plan under Article IX. If the Company
Stock is issued in the name of the Administrator, all Company Stock so issued
("Plan Held Stock") shall be held in the name of the Administrator for the
benefit of the Plan. The Administrator shall maintain accounts for the benefit
of the Participants which shall reflect each Participant's interest in the Plan
Held Stock. Such accounts shall reflect the number of whole and partial shares
of Company Stock that are being held by the Administrator for the benefit of
each Participant.
(b) Any Participant may elect to have the Company Stock purchased under
the Plan from his or her Account be issued directly to the Participant. Any
election under this paragraph shall be on the forms provided by the Company and
shall be issued in accordance with paragraph (c) below.
(c) In the event that Company Stock under the Plan is issued directly
to a Participant, the Company will deliver to each Participant a stock
certificate or certificates issued in his name for the number of shares of
Company Stock purchased as soon as practicable after the Purchase Date. Where
Company Stock is issued under this paragraph, only full shares of stock will be
issued to a Participant. The time of issuance and delivery of shares may be
postponed for such period as may be necessary to comply with the registration
requirements under the Securities Act of 1933, as amended, the listing
requirements of any securities exchange on which the Company Stock may then be
listed, or the requirements under other laws or regulations applicable to the
issuance or sale of such shares.
ARTICLE VIII
WITHDRAWAL
8.1 IN SERVICE WITHDRAWALS. At any time prior to the Purchase Date of
an Offering Period, any Participant may withdraw the amounts held in his Account
by executing and delivering to the Human Resources Department for the Company
written notice of withdrawal on the form provided by the Company. In such a
case, the entire balance of the Participant's Account shall be paid to the
Participant, without interest, as soon as is practicable. Upon such
notification, that Participant shall cease to participate in the Plan for the
remainder of the Offering Period in which the notice is given. Any Employee who
has withdrawn under this Section shall be excluded from participation in the
Plan for the remainder of the Offering Period and the next succeeding Offering
Period, but may then be reinstated as a Participant for a subsequent Offering
Period by executing and delivering a new Subscription Agreement to the
Committee.
8.2 TERMINATION OF EMPLOYMENT.
(a) In the event that a Participant's employment with the Company
terminates for any reason, the Participant shall cease to participate in the
Plan on the date of termination. As soon as is practical following the date of
termination, the entire balance of the Participant's Account shall be paid
<PAGE>
to the Participant or his beneficiary, without interest.
(b) A Participant may file a written designation of a beneficiary who
is to receive any shares of Company Stock purchased under the Plan or any cash
from the Participant's Account in the event of his or her death subsequent to a
Purchase Date, but prior to delivery of such shares and cash. In addition, a
Participant may file a written designation of a beneficiary who is to receive
any cash from the Participant's Account under the Plan in the event of his death
prior to a Purchase Date under paragraph (a) above.
(c) Any beneficiary designation under paragraph (b) above may be
changed by the Participant at any time by written notice. In the event of the
death of a Participant, the Committee may rely upon the most recent beneficiary
designation it has on file as being the appropriate beneficiary. In the event
of the death of a Participant and no valid beneficiary designation exists or the
beneficiary has predeceased the Participant, the Committee shall deliver any
cash or shares of Company Stock to the executor or administrator of the estate
of the Participant, or if no such executor or administrator has been appointed
to the knowledge of the Committee, the Committee, in its sole discretion, may
deliver such shares of Company Stock or cash to the spouse or any one or more
dependents or relatives of the Participant, or if no spouse, dependent or
relative is known to the Committee, then to such other person as the Committee
may designate.
ARTICLE IX
PLAN ADMINISTRATION
9.1 PLAN ADMINISTRATION.
(a) Authority to control and manage the operation and administration of
the Plan shall be vested in the Board of Directors (the "Board") for the
Company, or a committee ("Committee") thereof. The Board or Committee shall
have all powers necessary to supervise the administration of the Plan and
control its operations.
(b) In addition to any powers and authority conferred on the Board or
Committee elsewhere in the Plan or by law, the Board or Committee shall have the
following powers and authority:
(i) To designate agents to carry out responsibilities relating
to the Plan;
(ii) To administer, interpret, construe and apply this Plan and
to answer all questions which may arise or which may be raised under this
Plan by a Participant, his beneficiary or any other person whatsoever;
(iii) To establish rules and procedures from time to time for the
conduct of its business and for the administration and effectuation of its
responsibilities under the Plan; and
(iv) To perform or cause to be performed such further acts as it
may deem to be necessary, appropriate, or convenient for the operation of
the Plan.
(c) Any action taken in good faith by the Board or Committee in the
exercise of authority
<PAGE>
conferred upon it by this Plan shall be conclusive and binding upon a
Participant and his beneficiaries. All discretionary powers conferred upon the
Board shall be absolute.
9.2 LIMITATION ON LIABILITY. No Employee of the Company nor member of
the Board or Committee shall be subject to any liability with respect to his
duties under the Plan unless the person acts fraudulently or in bad faith. To
the extent permitted by law, the Company shall indemnify each member of the
Board or Committee, and any other Employee of the Company with duties under the
Plan who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed proceeding, whether civil, criminal,
administrative, or investigative, by reason of the person's conduct in the
performance of his duties under the Plan.
ARTICLE X
COMPANY STOCK
10.1 LIMITATIONS ON PURCHASE OF SHARES. For the first Plan Year, the
maximum number of shares of Company Stock that shall be made available for sale
under the Plan shall be 100,000 shares, subject to adjustment under Section 10.4
below. Effective on the Amendment Date, an additional 250,000 shares, subject
to adjustment under Section 10.4 below shall be made available for sale under
the Plan. The shares of Company Stock to be sold to Participants under the Plan
will be issued by the Company. If the total number of shares of Company Stock
that would otherwise be issuable pursuant to rights granted pursuant to Section
6.1 of the Plan at the Purchase Date exceeds the number of shares then available
under the Plan, the Company shall make a pro rata allocation of the shares
remaining available in as uniform and equitable a manner as is practicable. In
such event, the Company shall give written notice of such reduction of the
number of shares to each participant affected thereby and any unused payroll
deductions shall be returned to such participant if necessary.
10.2 VOTING COMPANY STOCK. The Participant will have no interest or
voting right in shares to be purchased under Section 6.1 of the Plan until such
shares have been purchased.
10.3 REGISTRATION OF COMPANY STOCK. Shares to be delivered to a
Participant under the Plan will be registered in the name of the Participant
unless designated otherwise by the Participant.
10.4 CHANGES IN CAPITALIZATION OF THE COMPANY. Subject to any required
action by the stockholders of the Company, the number of shares of Company Stock
covered by each right under the Plan which has not yet been exercised and the
number of shares of Company Stock which have been authorized for issuance under
the Plan but have not yet been placed under rights or which have been returned
to the Plan upon the cancellation of a right, as well as the Purchase Price per
share of Company Stock covered by each right under the Plan which has not yet
been exercised, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Company Stock resulting from a stock split,
stock dividend, spin-off, reorganization, recapitalization, merger,
consolidation, exchange of shares or the like. Such adjustment shall be made by
the Board of Directors for the Company, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Company
Stock subject to any right granted hereunder.
<PAGE>
10.5 MERGER OF COMPANY. In the event that the Company at any time
proposes to merge into, consolidate with or to enter into any other
reorganization pursuant to which the Company is not the surviving entity
(including the sale of substantially all of its assets or a "reverse" merger in
which the Company is the surviving entity), the Plan shall terminate, unless
provision is made in writing in connection with such transaction for the
continuance of the Plan and for the assumption of rights theretofore granted, or
the substitution for such rights of new rights covering the shares of a
successor corporation, with appropriate adjustments as to number and kind of
shares and prices, in which event the Plan and the rights theretofore granted or
the new rights substituted therefor, shall continue in the manner and under the
terms so provided. If such provision is not made in such transaction for the
continuance of the Plan and the assumption of rights theretofore granted or the
substitution for such rights of new rights covering the shares of a successor
corporation, then the Board of Directors or its committee shall cause written
notice of the proposed transaction to be given to the persons holding rights not
less than 10 days prior to the anticipated effective date of the proposed
transaction, and, concurrent with the effective date of the proposed
transaction, such rights shall be exercised automatically in accordance with
Section 7.1 as if such effective date were a Purchase Date of the applicable
Offering Period unless a Participant withdraws from the Plan as provided in
Section 8.1.
ARTICLE XI
MISCELLANEOUS MATTERS
11.1 AMENDMENT AND TERMINATION. The Plan shall terminate on December
31, 2006. Since future conditions affecting the Company cannot be anticipated or
foreseen, the Company reserves the right to amend, modify, or terminate the Plan
at any time. Upon termination of the Plan, all benefits shall become payable
immediately. Notwithstanding the foregoing, no such amendment or termination
shall affect rights previously granted, nor may an amendment make any change in
any right previously granted which adversely affects the rights of any
Participant. In addition, no amendment may be made without prior approval of
the stockholders of the Company if such amendment would:
(a) Increase the number of shares of Company Stock that may be issued
under the Plan;
(b) Materially modify the requirements as to eligibility for
participation in the Plan; or
(c) Materially increase the benefits which accrue to Participants under
the Plan.
11.2 STOCKHOLDER APPROVAL. Continuance of the Plan and the
effectiveness of any right granted hereunder shall be subject to approval by the
stockholders of the Company, within twelve months before or after the date the
Plan is adopted by the Board.
11.3 BENEFITS NOT ALIENABLE. Benefits under the Plan may not be
assigned or alienated, whether voluntarily or involuntarily. Any attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with Article VIII.
11.4 NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a
voluntary undertaking on the part of the Company and shall not be deemed to
constitute a contract between the Company and any Employee or to be
consideration for, or an inducement to, or a condition of, the employment of any
Employee. Nothing contained in the Plan shall be deemed to give the right to
any Employee to be
<PAGE>
retained in the employ of the Company or to interfere with the right of the
Company to discharge any Employee at any time.
11.5 GOVERNING LAW. To the extent not preempted by Federal law, all
legal questions pertaining to the Plan shall be determined in accordance with
the laws of the State of California.
11.6 NON-BUSINESS DAYS. When any act under the Plan is required to be
performed on a day that falls on a Saturday, Sunday or legal holiday, that act
shall be performed on the next succeeding day which is not a Saturday, Sunday or
legal holiday. Notwithstanding the above, Fair Market Value shall be determined
in accordance with Section 6.3.
11.7 COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any provision of
the Plan, the Committee shall administer the Plan in such a way to insure that
the Plan at all times complies with any requirements of Federal Securities Laws.
For example, affiliates may be required to make irrevocable elections in
accordance with the rules set forth under Section 16b-3 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, PRINTRAK INTERNATIONAL INC. has caused this instrument
to become effective as of January 1, 1997.
PRINTRAK INTERNATIONAL INC.
BY: RICHARD M. GILES
-----------------------------------
<PAGE>
EXHIBIT 5.1
October 20, 1997
Printrak International Inc.
1250 North Tustin Avenue
Anaheim, California 92807
RE: REGISTRATION STATEMENT ON FORM S-8 (EMPLOYEE STOCK PURCHASE 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 250,000 shares of the Company's
common stock, $.001 par value ("Common Stock"), issuable under the Company's
Employee Stock Purchase 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 250,000 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
/s/ 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 Employee Stock Purchase 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, 1997
