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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VIISAGE TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 04-3320515
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(State of Incorporation) (I.R.S. Employer Identification No.)
30 Porter Road Littleton, MA 01460
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(Address of Principal Executive Offices, including zip code)
1996 Management Stock Option Plan, As Amended
1997 Employee Stock Purchase Plan
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(Full title of the plan)
Robert C. Hughes
President and Chief Executive Officer
Viisage Technology, Inc.
30 Porter Road
Littleton, MA 01460
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(Name and address of agent for service)
(617) 952-2200
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of securities Amount to be Proposed maximum Proposed Amount of
to be registered registered offering price maximum registration fee
per share/1/ aggregate offering
price/1/
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<S> <C> <C> <C> <C>
Common Stock, 771,000 $5.94 $4,579,740 $1,351.02
$0.001 par value
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</TABLE>
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/1/Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457, on the basis of the average of the high and low prices
of Viisage Technology, Inc.'s Common Stock as reported on the NASDAQ National
Market on December 16, 1997.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Viisage Technology, Inc. (the "Company") hereby incorporates the following
documents by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996, filed with the Securities and Exchange Commission (the "Commission")
on March 21, 1997, including portions of the Company's definitive Proxy
Statement dated April 28, 1997 and 1996 Annual Report.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 30, 1997, June 29, 1997, and September 28, 1997 and Form 8-K dated October
22, 1997.
(c) The description of the Company's Common Stock contained in its
registration statement on Form 8-A, filed with the Commission on October 15,
1996.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all shares
registered hereunder have been sold or which de-registers all shares then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement from the date of filing such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of named experts and counsel.
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The legality of the Common Stock being offered by this Registration
Statement will be passed upon by Finnegan, Hickey, Dinsmoor & Johnson, P.C.,
(the "Firm"), 175 Federal Street, Boston, Massachusetts 02110. Charles J.
Johnson, a principal of the Firm, serves as a director of the Company. As such,
Mr. Johnson owns shares and has vested and unvested options to purchase shares
of Company Common Stock, as disclosed in the Company's 1997 Proxy Statement
referred to in and incorporated by Item 3(a).
Item 6. Indemnification of Officers and Directors.
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The Company's By-laws provide that the Company, subject to limited
exceptions, will indemnify its directors and officers and may indemnify its
other employees and other agents to the fullest extent permitted by Delaware
law.
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In addition, the Company's Certificate of Incorporation provides that, to
the fullest extent permitted by Delaware law, the Company's directors will not
be liable for monetary damages for breach of the directors' fiduciary duty of
care to the Company and its shareholders. The Certificate of Incorporation does
not eliminate the directors' duty of care and, in appropriate circumstances,
equitable remedies such as an injunction or other forms of non-monetary relief
would remain available under Delaware law. Each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Company, for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, for acts or omissions that the director
believes to be contrary to the best interests of the Company or its
shareholders, for any transaction from which the director derived an improper
personal benefit, for acts or omissions involving a reckless disregard for the
director's duty to the Company or its shareholders when the director was aware
or should have been aware of a risk of serious injury to the Company or its
shareholders, for acts or omissions that constitute an unexcused pattern of
inattention that amounts to the abdication of the director's duty to the Company
or its shareholders, for improper transactions between the director and the
Company and for improper distributions to shareholders and loans to directors
and officers. This provision also does not affect a director's responsibilities
under any other laws, such as the federal securities laws or state or federal
environmental laws.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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4.1* Specimen stock certificate.
5.1 Opinion of Finnegan, Hickey, Dinsmoor & Johnson, P.C. as to the
legality of the shares being registered.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Finnegan, Hickey, Dinsmoor & Johnson, P.C. (included in
Exhibit 5.1)
24.1 Power of Attorney
*Incorporated by reference from the Company's Registration Statement on Form S-1
(SEC File No. 333-10649) dated November 8, 1996.
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Item 9. Undertakings.
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a) The Company hereby undertakes:
1) to file, during any period in which offers or sales are being
made, a post-effective amendment of this registration statement (i) to include
any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the 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) of this section do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement;
2) that, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 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 the securities at that time shall be deemed to be
the initial bona fide offering thereof.
h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of 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
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governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all 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 Littleton in the Commonwealth of Massachusetts on December 16,
1997.
VIISAGE TECHNOLOGY, INC.
By: /s/ Robert C. Hughes
________________________
Robert C. Hughes, President
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EXHIBIT INDEX
Item 8. Exhibits
4.1* Specimen stock certificate.
5.1 Opinion of Finnegan, Hickey, Dinsmoor & Johnson, P.C. as to the
legality of the shares being registered.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Finnegan, Hickey, Dinsmoor & Johnson, P.C. (included in
Exhibit 5.1)
24.1 Power of Attorney
*Incorporated by reference from the Company's Registration Statement on Form S-1
(SEC File No. 333-10649) dated November 8, 1996.
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EXHIBIT 5.1
December 11, 1997
Viisage Technology, Inc.
30 Porter Road
Littleton, MA 01460
Ladies and Gentlemen:
This opinion is delivered to you in connection with a registration
statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission on or about December 15, 1997, by Viisage
Technology, Inc. (the "Company") under the Securities Act of 1933, as amended,
for registration under said act of 771,000 shares of common stock, $0.001 par
value (the "Common Stock"), of the Company.
We have acted as counsel for the Company and are familiar with the
Company's Restated Certificate of Incorporation, By-laws, corporate minute book,
and action taken by the Company in connection with the 1996 Management Stock
Option Plan, As Amended, and 1997 Employee Stock Purchase Plan (collectively,
the "Plans"). We have examined the Plans and such other documents, records, and
certificates as we have deemed necessary for the purposes of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock under the Plans have been duly authorized and, when
issued and sold and consideration received therefor by the Company in accordance
with the terms of the Plans, will be legally issued, fully paid, and non-
assessable.
We understand that this opinion is to be used in connection with the
Registration Statement and consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Finnegan, Hickey, Dinsmoor & Johnson, P.C.
FINNEGAN, HICKEY, DINSMOOR & JOHNSON, P.C.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 for the Viisage
Technology, Inc. 1996 Management Stock Option Plan, As Amended, and 1997
Employee Stock Purchase Plan, our report dated February 7, 1997 included in the
Viisage Technology, Inc. 1996 Annual Report on Form 10-K for the year ended
December 31, 1996 and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen, LLP
Boston, Massachusetts
December 15, 1997
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EXHIBIT 24.1
POWER OF ATTORNEY
We, the undersigned officers and directors of Viisage Technology, Inc.,
hereby jointly and severally constitute and appoint Denis K. Berube, Robert C.
Hughes, and William A. Marshall, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all amendments to said Registration
Statement and generally to do all such things in our names and on our behalf in
our capacities as officers and directors to enable Viisage Technology, Inc. to
comply with the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming all
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and all amendments thereto.
Signature Title
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By: /s/ Denis K. Berube Chairman of the Board of Directors
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Denis K. Berube
By: /s/ Robert C. Hughes President and Chief Executive Officer
-------------------- (Principal Executive Officer)
Robert C. Hughes
By: /s/ William A. Marshall Vice President, Treasurer, and
----------------------- Chief Financial Officer (Principal
William A. Marshall Financial and Accounting Officer)
By: /s/ Charles J. Johnson Secretary and Director
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Charles J. Johnson
By: /s/ Harriet Mouchly-Weiss Director
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Harriet Mouchly-Weiss
By: /s/ Peter Nessen Director
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Peter Nessen
By: /s/ Thomas J. Reilly Director
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Thomas J. Reilly
