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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 22, 1997 (October 8,
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1997)
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VIISAGE TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-21559 04-3320515
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
30 Porter Road, Littleton, Massachusetts 01460
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (508) 952-2200
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 8, 1997, Viisage Technology, Inc. ("Viisage") completed a System
Sale, License, and Subcontract Agreement (the "Agreement") with Unisys
Corporation ("Unisys"). Under the Agreement, Viisage purchased and licensed
certain assets from Unisys and agreed to perform certain services as Unisys'
subcontractor relating to a digital imaging system for the Florida Department of
Highway Safety and Motor Vehicles ("DHSMV"). The Agreement also provides for
Unisys to support Viisage's efforts in pursuing other opportunities for
biometric applications, including Viisage's facial recognition products, for
DHSMV and other Florida state agencies, for Viisage to act as Unisys' primary
business partner for such projects and procurements for Florida state agencies,
and for Unisys to provide marketing and lobbying support in Florida. The
parties also agreed to work together to develop opportunities for biometric
applications in the public sector marketplace throughout the United States and
Canada.
In consideration of the above-described transaction, Viisage agreed to pay
$4 million, consisting of $3.7 million paid on September 30, 1997 and three
payments of $100,000 each, to be made on December 16, 1997, December 16, 1998,
and October 1, 2000. In addition, Viisage agreed to contingent additional
payments of up to $754,000 depending largely on Viisage's revenues from Florida
state agencies. The purchase price was based upon Viisage's determination of
the value of the assets, license, subcontract, teaming and non-competition
provisions, and other business opportunities. The terms of the Agreement were
determined by arms' length negotiation between the parties.
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The funds to pay such consideration to Unisys were drawn from Viisage's
line of credit facility with State Street Bank and Trust Company, which Viisage
intends to convert to a seven year term facility before the end of the year.
Viisage intends that future fixed and contingent payments will be made from
working capital and/or from operations related to Florida.
The physical assets acquired by Viisage under the Agreement included
computer hardware and software, printers, cameras, and related equipment and
materials which were used by Unisys for license/identification card production
for the DHMSV. Viisage intends to continue to use the acquired assets for
materially the same purposes for which such assets were used prior to the
acquisition.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIISAGE TECHNOLOGY, INC.
/s/ William A. Marshall
Chief Financial Officer
Dated: October 22, 1997
