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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)
Viisage Technology, Inc. 1999 Stock in Lieu of Cash Compensation for
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Directors Plan
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(Full title of the plan)
Thomas J. Colatosti
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>
========================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price Aggregate offering registration fee
per share/1/ Price/1/
========================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $0.001 150,066 $1.90625 $286,063.31 $79.53
par value
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</TABLE>
_________________________________
/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 October 27, 1999.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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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, 1998, filed with the Securities and Exchange Commission (the
"Commission") on April 26, 1999.
(b) The Company's Quarterly Reports on Form 10-Q for the quarter ended
March 28, 1999, filed with the Commission on May 12, 1999, and for the quarter
ended June 29, 1999, filed with the Commission on August 11, 1999.
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form S-1, filed with the Commission on November 8,
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 Registration Statement on
Form S-1, as filed with the Commission on November 8, 1996.
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.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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The exhibits required to be filed as part of this Registration
Statement are listed in the attached index to Exhibits.
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
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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 governed by the final
adjudication of such issue.
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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, hereunto duly
authorized in Littleton in the Commonwealth of Massachusetts on
October 28, 1999.
VIISAGE TECHNOLOGY, INC.
By: /s/ Thomas J. Colatosti
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Thomas J. Colatosti
President and Chief Executive Officer
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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
November 1, 1999
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 November 2, 1999, by Viisage
Technology, Inc. (the "Company") under the Securities Act of 1933, as amended,
for registration under said act of 150,066 shares of common stock, $0.001 par
value (the "Common Stock"), of the Company.
We have examined instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, we are of the opinion that the Shares to be
issued to the Directors in lieu of cash compensation are validly authorized,
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the above-
referenced Registration Statement and to the use of our name wherever it appears
in said Registration Statement. In giving such consent, we do not consider that
we are "experts" within the meaning of such terms as used in the Securities Act
of 1933, as amended, or the rules and regulations of the Securities and Exchange
Commission issued thereunder, with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
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 of our report dated March 19, 1999 included in Viisage Technology,
Inc.'s Form 10-K for the year ended December 31, 1998 and to all references to
our Firm included in this registration statement.
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
Boston, Massachusetts
November 1, 1999
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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 Thomas J. Colatosti and Charles J.
Johnson, 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/ Thomas J. Colatosti President and Chief Executive Officer
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Thomas J. Colatosti (Principal Executive Officer and Principal
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
By: /s/ Charles E. Levine Director
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Charles E. Levine
