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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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. 1997 Employee Stock Purchase 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>
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered/1/ offering price Aggregate offering registration fee
per share/2/ Price/2/
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<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 70,000 $6.78125 $474,687.50 $125.32
=========================================================================================================================
</TABLE>
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/1/ The shares being registered represent an incremental number of shares that
may be purchased under the Plan.
/2/ 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 January 7, 2000.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The Registration Statement under the Securities Act of 1933, as
amended, on Form S-8 of Viisage Technology, Inc. (the "Company"), file number
333-42485, filed with the Securities and Exchange Commission on December 17,
1997, is incorporated into this Post-Effective Amendment No. 1 to Registration
Statement by reference and shall be deemed a part hereof.
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 8. Exhibits.
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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
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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 January 10,
2000.
VIISAGE TECHNOLOGY, INC.
By: /s/ Thomas J. Colatosti
-----------------------
Thomas J. Colatosti
President and Chief Executive Officer
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EXHIBIT INDEX
Item 8. Exhibits
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
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EXHIBIT 5.1
January 10, 2000
Viisage Technology, Inc.
30 Porter Road
Littleton, MA 01460
Ladies and Gentlemen:
This opinion is delivered to you in connection with Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission on or about
January 11, 2000, by Viisage Technology, Inc. (the "Company") under the
Securities Act of 1933, as amended, for registration under said act of 70,000
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 pursuant to the 1997 Employee Stock Purchase Plan 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 in this registration statement 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
January 6, 2000
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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 Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 filed herewith and any and all amendments to said Post-
Effective Amendment No. 1 to 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 Post-Effective Amendment No. 1 to
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
