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As filed with the Securities and Exchange Commission on August 8, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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IDENTIX INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA 94-2842496
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
510 NORTH PASTORIA AVENUE, SUNNYVALE, CALIFORNIA 94086, (408) 731-2000
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
RANDALL C. FOWLER, PRESIDENT AND CHIEF EXECUTIVE OFFICER
510 NORTH PASTORIA AVENUE, SUNNYVALE, CALIFORNIA 94086, (408) 731-2000
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(Name, address, including zip code, and telephone number, including
area code, of agent for service)
-----------------------------------
Copies to:
Richard Friedman, Esq.
Heller Ehrman White & McAuliffe
525 University Avenue
Palo Alto, California 94304
Telephone: (415) 324-7000
Facsimile: (415) 324-0638
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable following the effectiveness of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with a dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration number of the earlier
effective registration statement for the same offering: [ ] _______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ] _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, no par value 112,500 $10.00 $1,125,000 $340
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(1) Estimated solely for the purpose of computing the amount of registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on
the average of the high and low prices of the Common Stock as reported on the
American Stock Exchange, on August 6, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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Information contained herein is a subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED AUGUST 8, 1997
PROSPECTUS
IDENTIX INCORPORATED
112,500 SHARES
COMMON STOCK
This Prospectus (the "Prospectus") covers the offer and sale of 112,500
shares (the "Shares") of Common Stock, no par value (the "Common Stock"), of
Identix Incorporated ("Identix" or the "Company") by the holders thereof named
in this Prospectus (the "Selling Shareholders"). The Shares offered by the
Selling Shareholders were issued to the Selling Shareholders in a private
transaction as a portion of the consideration for the sale of all outstanding
shares of Biometric Applications and Technology, Inc., a Missouri corporation,
by the Selling Shareholders to Identix.
Some or all of the Shares may be offered for sale from time to time by
the Selling Shareholders at such prices and on such terms as may be then
obtainable, in negotiated transactions, or otherwise. This Prospectus may be
used by the Selling Shareholders or by any broker-dealer who may participate in
sales of the Shares. The Selling Shareholders will pay all commissions, transfer
taxes, and other expenses associated with the sales of the Shares by them. The
Company will pay the expenses of the preparation of this Prospectus.
The Common Stock is listed on the American Stock Exchange ("AMEX") under
the symbol "IDX". On August 6, 1997, the closing price on the AMEX was $9.9375
per share.
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 4.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is ___________, 1997
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NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act of
1933, as amended (the "Securities Act") with respect to the securities offered
by this Prospectus. As permitted by the rules and regulations of the Commission,
this Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to Identix and the securities offered hereby, reference
is made to the Registration Statement and the exhibits thereto, which may be
examined without charge at the public reference facilities maintained by the
Commission at Judiciary-Plaza, 450 Fifth Street, N.W., Washington, DC 20549, and
copies of which may be obtained from the Commission upon payment of the
prescribed fees. In addition, the Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements and other
information with the Commission. Reports, proxy and information statements and
other information filed electronically by the Company with the Commission may be
inspected at the public reference facilities of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can
be obtained at prescribed rates from the Public Reference Section of the
Commission at such address. Such reports, proxy statements and other information
can also be inspected at the Commission's regional offices at 7 World Trade
Center, Suite 1300, New York, New York 10048 and at 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and at the offices of the American Stock
Exchange, Inc. at 86 Trinity Place, New York, New York 10006. Reports, proxy and
information statements and other information filed electronically by the Company
with the Commission can also be inspected on the Commission's website at
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
1. The Company's annual report on Form 10-K for the fiscal year ended
June 30, 1996;
2. The Company's quarterly reports on Form 10-Q for the quarters ended
September 30, 1996, December 31, 1996, and March 31, 1997;
3. The Company's current report on Form 8-K dated March 26, 1996, as
amended, the current report on Form 8-K dated June 30, 1996, and the current
report on Form 8-K dated August 26, 1996; and
4. The description of the Common Stock contained in the Company's Form
8-A Registration Statement filed with respect to the Common Stock pursuant to
Section 12 of the Exchange Act.
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All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering of securities hereunder shall be deemed to be incorporated herein by
reference and shall be a part hereof from the date of the filing of such
documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or replaces such statement. Any such
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any document incorporated by reference in this
Prospectus and the Company's most recent definitive proxy statement filed with
the Commission, other than exhibits to such documents not specifically
incorporated by reference. Such requests should be directed to Identix
Incorporated, 510 North Pastoria Avenue, Sunnyvale, California 94086, Attention:
James P. Scullion, Chief Financial Officer (Telephone (408) 731-2000).
THE COMPANY
Identix designs, develops, manufactures and markets two categories of
products for security, anti-fraud, law enforcement and other applications: (i)
biometric identity verification ("Bio-ID") products that identify an individual
through the unique biological characteristics of a fingerprint and (ii)
biometric imaging products that capture forensic quality fingerprint images
directly from an individual's fingers for law enforcement and other
applications. The Company's principal Bio-ID products are TouchNet II*,
TouchSafe II*, TouchLock II*, TouchClock II*, and TouchBlock*. The Company's
principal biometric imaging products are TouchPrint 600*, TouchView II*,
I(3)Workstation* and DocuColor*. The Company provides information technology,
engineering and management consulting services to private and public sector
clients through a wholly owned subsidiary, ANADAC, Inc. ("ANADAC"). ANADAC's
services support the development, installation, integration, and operation of
hardware and software technology solutions, including Identix products, for a
variety of client operating environments.
In March 1996, the Company acquired Fingerscan Pty Limited
("Fingerscan"), a privately-held Australian-based company that designs and
markets Bio-ID products. Fingerscan had been a long-standing Identix OEM partner
integrating Identix fingerprint identification technology into Fingerscan's
fingerprint identity and verification products and systems. In June 1996, the
Company acquired Innovative Archival Solutions, Inc. ("IAS"), a privately-held
company which provides fingerprinting services using the Company's biometric
imaging products. In July 1997, Identix acquired Biometric Applications and
Technology, Inc. ("BAT"), a privately-held Missouri based company which
specializes in biometric verification technology, including fingerprint
identification and smart cards.
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* The Company has adopted TouchNet II(TM), TouchSafe II(TM), TouchLock II(TM),
TouchClock II(TM), TouchBlock(TM), TouchPrint 600(TM), TouchView II(TM),
I(3) Workstation(TM) and DocuColor(TM) as trademarks.
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RISK FACTORS
The statements in this Prospectus that are not historical facts are
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those set
forth below and elsewhere in this Prospectus. The following risk factors should
be considered carefully in evaluating the Company and its business before
purchasing the Common Stock offered hereby.
FLUCTUATIONS IN QUARTERLY RESULTS; HISTORY OF LOSSES
The Company's quarterly operating results have in the past been, and
will continue to be, subject to significant variations resulting from a number
of factors, many of which are outside the Company's control and any one of which
could substantially affect the Company's results of operations for any
particular fiscal period. The Company's revenues in any period have been, and in
the near term are expected to be, derived from large orders from a limited
number of customers, which in most cases are government agencies or resellers
who sell the Company's products to government agencies. Accordingly, revenues in
a particular quarter will be dependent upon the timing and size of major orders
and the timing of recognition of revenues from those orders. Government agencies
are subject to political and budgetary constraints and orders from them may be
canceled or substantially delayed or the receipt of revenues or payments
substantially delayed due to political and budgetary processes or other
scheduling delays relating to the contract or bidding process. In addition, the
Company's contracts with local government agencies may be contingent upon
availability of matching funds from state or federal entities. Other factors
which can result in fluctuations in quarterly results of operations include
budgetary and purchasing cycles of government agencies; changes in the mix of
products and services sold; the pricing of existing and future products by the
Company's competitors; the introduction of new or enhanced products by the
Company or its competitors and the market acceptance thereof; expenses related
to, and results of, litigation; percentage of and costs associated with
firm-fixed price ("FFP") contracts and time-and-material ("T&M") contracts; the
availability and cost of key components; and fluctuations in general economic
conditions. The Company also may choose to reduce prices or to increase spending
in response to competition or to pursue new market opportunities, all of which
may adversely affect the Company's business, financial condition and results of
operations. Further, the lead time for ordering parts and materials and building
the Company's products can be many months and the Company orders parts and
materials and builds products based on its forecasted demand for the products.
If demand for the Company's products lags significantly behind the Company's
forecasts, the Company runs the risk of building too large an inventory, which
may adversely affect cash flow and may result in write-offs or write-downs of
inventory because of product obsolescence. Due to the foregoing factors, the
Company's operating results may be below the expectations of public market
analysts and investors in some future quarters, which would likely result in a
decline in the trading price of the Company's Common Stock. The Company believes
that period-to-period comparisons of its results of operations should not be
relied upon as indications of future performance.
At March 31, 1997, the Company had an accumulated deficit of
approximately $30.2 million. The Company experienced net losses in each year
since inception, including a net loss of approximately $3.4 million for fiscal
1996 which included a $4.7 million write-off of in-process research and
development acquired when the Company purchased Fingerscan on March 26, 1996.
There can be no assurance that the Company will be able to achieve profitability
in any future periods.
DEPENDENCE UPON NEW AND UNCERTAIN MARKETS; UNCERTAINTY OF MARKET ACCEPTANCE
Substantially all of the Company's product revenues to date have been,
and for the foreseeable future are anticipated to be, derived from Bio-ID
products and biometric imaging products. These products represent new
technologies which have not gained widespread commercial acceptance. In
particular, Bio-ID products represent a new approach to identity verification
which has only been used in limited applications to date. The expansion of the
market for the Company's products depends on a number of factors, including the
cost and reliability of the
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Company's products and products of competitors, customers' perception of the
perceived benefits of these products, public perceptions of the intrusiveness of
these products and the manner in which agencies are using the fingerprint
information collected, public confidence as to confidentiality of private
information, customers' satisfaction with the Company's products, and publicity
regarding these products. Public objections have been raised to the use of
biometric imaging products for some applications on civil liberties grounds. The
Company's future success is dependent upon the development and expansion of
markets for Bio-ID products and biometric fingerprinting products both
domestically and internationally. In addition, even if markets develop for
Bio-ID products and additional markets develop for biometric imaging products,
there can be no assurance that the Company's products will gain wide market
acceptance. A number of factors may limit the market acceptance of the Company's
products, including the performance and price of the Company's products compared
to competitive products or technologies, the practicalities of developing the
infrastructure necessary to support certain Bio-ID applications such as ATMs and
point-of-sale applications, the nature of technological innovations and new
product development activities by the Company and its competitors, and the
extent of marketing efforts by the Company's collaborators or partners. If the
markets for the Company's products fail to develop or develop more slowly than
anticipated or if the Company's products fail to gain wide market acceptance,
the Company's business, financial condition and results of operations would be
materially and adversely affected.
COMPETITION AND TECHNOLOGICAL CHANGE
The markets for Bio-ID products and biometric imaging systems are
extremely competitive and are characterized by rapid technological change, both
as a result of technical developments exploited by competitors, the changing
technical needs of the customers and frequent introductions of new features. In
addition, the Company is experiencing intense price competition in the law
enforcement market and, to a lesser extent, price competition in the markets
where the Company sells its Bio-ID products. The Company expects competition to
increase as other companies introduce additional and more competitive products.
In order to compete effectively in this environment, the Company must
continually be able to develop and market new and enhanced products and market
those products at competitive prices. There can be no assurance that the Company
will be able to make the technological advances necessary to compete
successfully in its products business. Some of the Company's present and
potential competitors have financial, marketing and research resources
substantially greater than those of the Company. Existing and new competitors
may enter or expand their efforts in the Company's product markets, or develop
new products to compete against the Company's products. No assurance can be
given that the Company's competitors will not develop new technologies or
enhancements to existing products or introduce new products that will offer
superior price or performance features or that new products or technologies will
not render obsolete the products of the Company. For example, other companies
have developed and are currently developing or have brought to market other
methods of biometric identification such as hand geometry, voice recognition,
signature recognition or retina scanning, which could significantly reduce the
potential market for the Company's products if successfully developed and
commercialized. The Company believes that to remain competitive in the future it
will need to invest increasing financial resources in research and development.
The Company's Bio-ID products also face competition from non-biometric
technologies such as traditional key, card and surveillance systems, personal
identification numbers and similar traditional verification methods.
In its services business, the Company faces substantial competition from
professional services providers of all sizes in the government professional
services market. ANADAC is increasingly being required to bid on FFP and similar
contracts that result in greater performance risk to ANADAC. If ANADAC is not
able to maintain a competitive cost structure, support specialized market
niches, retain its trained technical personnel or align with technology leaders,
its ability to compete successfully will be materially and adversely affected.
DEPENDENCE ON NEW PRODUCT INTRODUCTIONS
The Company's future success will depend upon its ability to address the
needs of the market by enhancing its current products and by developing and
introducing new products on a timely basis that keep pace with technological
developments and emerging industry standards (including FBI accreditation
standards), respond to evolving customer requirements and achieve market
acceptance. The development of new, technologically-advanced products and
product enhancements is a complex and uncertain process requiring high levels of
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innovation, as well as the accurate anticipation of technological and market
trends. Any failure by the Company to anticipate or adequately respond to
technological developments or end user requirements, or any significant delays
in product development or introduction, could result in a loss of
competitiveness or revenue. There can be no assurance that the Company will be
successful in developing and marketing product enhancements or new products on a
timely basis if at all, that the Company will not experience difficulties that
could delay or prevent the successful development, introduction and sale of
these products, or that any of its new products and product enhancements will
adequately meet the requirements of the marketplace and achieve market
acceptance. If the Company is unable, for technological or any other reason, to
develop, introduce and sell its products in a timely manner, the Company's
business, financial condition and results of operations would be materially and
adversely affected. In addition, because a number of the Company's biometric
imaging products and Bio-ID products are incorporated into systems marketed by
other companies, or are co-marketed together with other products or services
sold by other companies, the failure to introduce products in a timely manner
may cause such companies to seek alternative suppliers or marketing partners.
From time to time, the Company or its present or future competitors may announce
new products, capabilities or technologies that have the potential to replace
the Company's existing products. There can be no assurance that announcements of
currently planned or other new products will not cause customers to delay or
alter their purchasing decisions in anticipation of such products, which could
have a material adverse effect on the Company's business, financial condition
and results of operations. In addition, new product introductions may contribute
to fluctuations in quarterly operating results or result in the early
obsolescence of the Company's products, because customers may forego ordering
the Company's existing products. If the Company's new products have reliability
or quality problems, the Company may experience reduced orders, higher
manufacturing costs, delays in collecting accounts receivable and
additional service and warranty expense.
UNCERTAINTY RELATED TO CONTRACTS FOR SERVICES WITH GOVERNMENT AGENCIES
Because of downsizing in certain government programs, the Company has
been expanding its marketing efforts to other targeted government agencies and
commercial organizations, but there can be no assurance that the results of
these efforts will be substantial enough to offset any decline in revenue from
government programs that have been downsizing. There can be no assurance that
the Company's services business will not be adversely affected by further
downsizing in the government agencies to which the Company provides services.
During both the fiscal year ended June 30, 1996 and the nine month
period ended March 31, 1997, the Company derived approximately 41% of services
revenues from T&M contracts and FFP contracts. T&M contracts typically provide
for payment of negotiated hourly rates for labor incurred plus reimbursement of
other allowable direct and indirect costs. FFP contracts provide for a fixed
price for stipulated services or products, regardless of the costs incurred,
which may result in losses from cost overruns. The Company assumes greater
performance risk on FFP and T&M contracts and the failure to estimate accurately
ultimate costs or to control costs during performance of the work can result in
reduced profit margins or losses. There can be no assurance that the Company's
services business will not incur such cost overruns for any FFP and T&M
contracts it is awarded. In addition, revenues generated from contracts with
government agencies are subject to audit and subsequent adjustment by
negotiation between the Company and representatives of such government agencies.
If such revenues are audited, there can be no assurance that no adjustments
would be made and that such adjustments would not have a material adverse effect
on the Company's business, financial condition and results of operations.
OTHER PUBLIC AGENCY CONTRACT CONSIDERATIONS
A majority of the Company's revenues are derived from the sale of
products and services to governmental agencies, VARs or OEMs who sell products
to government agencies. Government agencies frequently require provisions in
contracts that are not standard in private commercial transactions, such as
bonding requirements and provisions permitting the purchasing agency to cancel
the contract without penalty if funding for the contract is no longer available
or is not obtained. As public agencies, the Company's prospective customers are
also subject to public agency contract requirements which vary from jurisdiction
to jurisdiction. Future sales to public agencies will depend on the Company's
ability to meet public agency contract requirements, certain of which may be
onerous or even impossible for the Company to satisfy. In addition, public
agency contracts are frequently awarded only after
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formal competitive bidding processes, which have been and may continue to be
protracted, and typically contain provisions that permit cancellation in the
event that funds are unavailable to the public agency. There can be no assurance
that the Company will be awarded any of the contracts for which its products are
bid or, if awarded, that substantial delays or cancellations of purchases will
not result from protests initiated by losing bidders.
DEPENDENCE ON COLLABORATIVE PARTNERS FOR PRODUCT DISTRIBUTION
The Company's strategy for the distribution of certain of its products
requires entering into various arrangements with corporate collaborators. These
agreements often are of short duration, terminable with little or no notice, and
subject to periodic amendment. Although the Company believes that its
collaborative partners and the systems integrators with which it works have an
economic motivation to promote or use the Company's products, the amount and
timing of resources to be devoted to these activities are not within the control
of the Company. There can be no assurance that such parties will actively
promote the Company's products or pursue installations which use the Company's
equipment, that any distribution or other arrangements with the Company will not
be terminated or renegotiated or that the Company will derive any revenues from
such arrangements. The Company intends to continue to seek collaborative
arrangements to commercialize certain of its products. There can be no assurance
that the Company will be able to negotiate acceptable collaborative arrangements
in the future or that current or future collaborative arrangements will be
successful.
RISKS ASSOCIATED WITH INTERNATIONAL EXPANSION
Approximately 32% and 32% of the Company's net product revenues were for
foreign installations in the nine month period ended March 31, 1997 and the
fiscal year ended June 30, 1996, respectively. A key component of the Company's
strategy is to continue expansion into international markets. There can be no
assurance that the Company will be able to market, sell and deliver its products
in these foreign countries. In addition to the uncertainty as to the Company's
ability to expand its international presence, there are certain risks inherent
in foreign operations, including longer accounts receivable payment cycles in
certain countries, general economic conditions in each country, seasonal
reductions in business activity during the summer months in Europe and certain
other parts of the world, delays in or prohibitions on exporting products
resulting from export restrictions for certain technologies (such as encryption
technology), fluctuations in foreign currencies, fluctuations in the U.S. Dollar
which can increase the sales price of the Company's products in local
currencies, loss of revenue, property and equipment from expropriation,
nationalization, war, insurrection, terrorism and other political risks, the
overlap of different tax structures, risks of increases in taxes and other
government fees and involuntary renegotiation of contracts with foreign
governments. The Company is also at risk from changes in foreign and domestic
laws, regulations and policies governing foreign operations. There can be no
assurance that laws or administrative practice relating to taxation, foreign
exchange or other matters of countries within which the Company operates or will
operate will not change. Any such change could have a material adverse effect on
the Company's business, financial condition and results of operations. In
addition, the laws of foreign countries treat the protection of proprietary
rights differently from, and may not protect the Company's proprietary rights to
the same extent as, laws in the United States.
DEPENDENCE ON LARGE ORDERS BY CUSTOMERS
The Company's revenues have principally consisted, and will continue to
consist principally, of large orders from a limited number of customers. While
the individual customers may vary from period to period, the Company is
nevertheless dependent upon these large orders for a substantial portion of its
total revenues. There can be no assurance that the Company will be able to
obtain large orders on a consistent basis. The Company's inability to obtain
sufficient large orders would have a material adverse effect on the Company's
business, financial condition and results of operations. Moreover, the timing
and shipment of such orders may cause the operating results of the Company in
any given quarter to differ from projections of securities analysts, which could
adversely affect the trading price of the Company's Common Stock. Losses arising
from customer disputes regarding shipping schedules, product condition or
performance, or the Company's inability to collect accounts receivable from any
major customer could also have a material adverse effect on the Company's
business, financial condition and results of operations.
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Orders for the Company's biometric imaging products are often subject to
delays associated with the lengthy approval processes that typically accompany
large capital expenditures by government agencies. The Company's total revenues
depend in significant part upon the decision of a government agency to adopt and
integrate the Company's systems, which often involves a significant capital
commitment as well as significant future support costs. Similar delays may also
be experienced from government agencies procuring the Company's services. The
Company often has a lengthy sales cycle while the customer evaluates and
receives approvals for the purchase of the Company's products or services. Any
significant failure by the Company to receive an order after expending
significant funds and effort could have a material adverse effect on its
business, financial condition and results of operations. It may be difficult to
accurately predict the sales cycle of any large order. In the event one or more
large orders fails to be shipped as forecasted for a fiscal quarter, the
Company's total revenues and operating results for such quarter could be
materially and adversely affected. In addition, even if the Company receives
such an order, the order may be contingent upon availability of matching funds
from state or federal entities or may be canceled or receipt of revenues may be
substantially delayed due to political and budgetary processes.
RISK OF PRODUCT DEFECTS AND FAILURE TO MEET PERFORMANCE CRITERIA
Complex products such as those offered by the Company may contain
undetected or unresolved defects or may fail initially to meet customers'
performance criteria when first introduced or as new versions are released.
There can be no assurance that, despite testing by the Company, defects or
performance flaws will not be found in new products or new versions of products
following commercial release or that performance failures will not result,
causing loss of market share, delay in or loss of market acceptance, additional
warranty expense or product recall. In addition, the failure of products to meet
performance criteria could result in delays in recognition of revenue and higher
operating expenses during the period required to correct and such defects. There
is a risk, that for unforeseen reasons, the Company may be required to repair or
replace a substantial number of products in use or to reimburse persons for
products that fail to work or meet strict performance criteria. Any such
occurrence could have a material adverse effect on the Company's business,
financial condition and results of operations. The Company does carry product
liability insurance, but there can be no assurance that existing coverage is
adequate for current operations or will be adequate for future operations. The
Company's business could be adversely affected by the assertion of product
liability claims.
PROTECTION OF PROPRIETARY TECHNOLOGY
The Company's ability to compete effectively will depend in part on its
ability to maintain the proprietary nature of its technology, products and
manufacturing processes. The Company principally relies upon patent, copyright,
trade secret and contract law to establish and protect its proprietary rights.
The success of the Company's products business will depend in part on its
proprietary technology and the Company's protection of such technology. The
Company holds United States and foreign patents covering certain of its products
and technologies and has other patent applications pending. No assurance can be
given that the claims allowed on any patents held by the Company will be
sufficiently broad to protect the Company's technology. In addition, no
assurance can be given that any patents issued to the Company will not be
challenged, invalidated or circumvented or that the rights granted thereunder
will provide competitive advantages to the Company. The loss of patent
protection on the Company's technology or the circumvention of its patent
protection by competitors could have a material adverse effect on the Company's
ability to compete successfully in its products business. There can be no
assurance that any existing or future patent applications by the Company will
result in issued patents with the scope of the claims sought by the Company, or
at all, that any current or future issued or licensed patents, trade secrets or
know-how will afford sufficient protection against competitors with similar
technologies or processes, or that any patents issued will not be infringed upon
or designed around by others. In addition, there can be no assurance that others
will not independently develop proprietary technologies and processes which are
the same as or substantially equivalent or superior to those of the Company.
Further, there can be no assurance that the Company has not or will not infringe
prior or future patents owned by others, that the Company will not need to
acquire licenses under patents belonging to others for technology potentially
useful or necessary to the Company, or that such licenses will be available to
the Company, if at all, on terms acceptable to the Company. Litigation, which
could result in substantial cost to the Company and diversion of management
attention, may also be necessary to enforce any patents issued to the Company or
to determine the scope and validity of other parties'
8
<PAGE> 10
proprietary rights. If the outcome of any such litigation is adverse to the
Company, its business could be adversely affected. To determine the priority of
inventions, the Company may have to participate in interference proceedings
declared by the United States Patent and Trademark Office or oppositions in
foreign patent offices, which could result in substantial cost to the Company
and limitations on the scope or validity of the Company's patents. The Company
also relies on trade secrets and proprietary know-how which it seeks to protect
by confidentiality agreements with its employees and consultants and with third
parties. There can be no assurance that these agreements will not be breached,
that the Company will have adequate remedies for any breach, or that its trade
secrets and proprietary know-how will not otherwise become known or be
independently discovered by others.
RISKS ASSOCIATED WITH MANAGING EXPANSION OF OPERATIONS
The Company has experienced significant growth in recent years and
believes that in order to be successful it must continue to grow rapidly. In
order to grow rapidly, the Company will be required to expand, train and manage
its employee base, particularly skilled technical, marketing and management
personnel. Rapid growth will also require an increase in the level of
responsibility for both existing and new management and will require the Company
to implement and improve operational, financial and management information
procedures and controls. The Company competes with some of the major technology,
consulting and software companies in seeking to attract qualified personnel.
There can be no assurance that the management skills and systems currently in
place will be adequate or that the Company will be able to manage any
significant growth it experiences effectively and to hire or assimilate new
personnel necessary to pursue its growth strategy. Any failure to adequately
manage growth could materially and adversely affect the Company's business,
financial condition and results of operations.
DEPENDENCE UPON SOLE AND LIMITED SOURCES OF SUPPLY; RISKS ASSOCIATED WITH
IMPLEMENTATION OF LARGER SCALE MANUFACTURING CAPABILITIES
Certain of the components included in the Company's products are
obtained from a single source or a limited group of suppliers, the most
important of which are the charge coupled devices and ASICs for the Bio-ID
products and the charge coupled devices for the biometric imaging products. The
Company has no long term agreements with any of its suppliers. Although the
Company seeks to reduce dependence on these sole and limited sources of
suppliers, the partial or complete loss of certain of these sources or the delay
in receiving supplies from these sources could result in delays in manufacturing
and shipping of products to customers and require the incurrence of development
and other costs to establish alternative sources of supply. While the Company
attempts to maintain a few months worth of inventory on sole sourced components,
it may take the Company several months to locate alternative suppliers if
required, and/or to re-tool its products to accommodate components from
different suppliers. If the Company is required to seek alternative suppliers,
there can be no assurance that the Company will be able to obtain such
components within the time frames required by the Company at an affordable cost,
or at all. Any delays resulting from suppliers failing to deliver components on
a timely basis in sufficient quantities and of sufficient quality or any
significant increase in the price of components from existing or alternative
suppliers could have a material adverse effect on the Company's business,
financial condition and results of operations.
Historically, the volume of the Company's production requirements for
the law enforcement and public sectors has not placed significant capacity
constraints on the Company's manufacturing and assembling products. However, as
the Company begins to market its capabilities for potentially larger volume
commercial applications such as information security and time-and-attendance,
the Company may be required to fulfill larger orders in a short period of time
and to implement measures to decrease product costs. There can be no assurance
that the Company will be able to scale-up its manufacturing and assembling
capacities to fulfill such orders and to decrease manufacturing costs. Any
failure by the Company to implement higher volume manufacturing or reduce
product costs for commercial applications could have a material adverse effect
on the Company's business, financial condition and results of operations.
RISKS ASSOCIATED WITH ACQUISITIONS
As part of its business strategy, the Company intends to acquire assets
and businesses principally relating to or complementary to its current
operations. The Company acquired Fingerscan in March 1996, IAS in June
9
<PAGE> 11
1996 and BAT in July 1997. These and other acquisitions by the Company, if any,
will be accompanied by the risks commonly encountered in acquisitions of
companies. Such risks include, among other things, potential exposure to unknown
liabilities of acquired companies or to acquisition costs and expenses exceeding
amounts anticipated for such purposes; fluctuations in the Company's quarterly
and annual operating results due to the costs and expenses of acquiring and
integrating new businesses; the difficulty and expense of assimilating the
operations and personnel of the companies; the potential disruption of the
Company's ongoing business and diversion of management time and attention; the
inability of management to maximize the Company's financial and strategic
position by the successful incorporation of acquired technology; the maintenance
of uniform standards, controls, procedures and policies; the impairment of
relationships with and possible loss of key employees and customers as a result
of changes in management; the incurrence of amortization expenses if an
acquisition is accounted for as a purchase; and dilution to the shareholders of
the Company if the consideration for the acquisition consists of stock. In
addition, the difficulty of integrating certain companies may be increased by
geographic distances. There can be no assurance that the Company will be
successful in overcoming these risks or any other problems encountered in
connection with such acquisitions.
DEPENDENCE UPON KEY PERSONNEL; NEED TO HIRE ADDITIONAL QUALIFIED PERSONNEL
The Company's success will depend upon its ability to retain its current
senior management team and key technical, marketing and sales personnel and its
ability to identify, attract and retain additional highly qualified personnel.
The Company's employees may voluntarily terminate their employment with the
Company at any time, and competition for qualified employees, especially
engineers, is intense. The process of locating additional personnel with the
combination of skills and attributes required to carry out the Company's
strategy is often lengthy. The loss of the services of key personnel, or the
inability to attract additional qualified personnel, could have a material
adverse effect on the Company's business, financial condition and results of
operations.
VOLATILITY OF STOCK PRICE
The stock market has from time to time experienced significant price and
volume fluctuations that may be unrelated to the operating performance of
particular companies. In addition, the market price of the Company's Common
Stock, like the stock prices of many technology companies, has been, and may
continue to be, highly volatile. Variations in quarterly operating results, the
timing and volume of procurements for the Company's products and services,
announcements of technological innovations or new products or services by the
Company or by the Company's competitors, announcements regarding product pricing
by the Company or its competitors, failure of the Company to meet earnings or
revenue projections of market analysts, the commencement of litigation, the
developments in or outcome of any litigation, developments in patent or other
proprietary rights, and economic and other external factors, among other
factors, may have a material adverse effect on the market price of the Company's
Common Stock.
SHARE HOLDINGS OF ASCOM HOLDING
As of March 31, 1997, Ascom USA Inc. ("Ascom"), beneficially owned
approximately 21% of the outstanding Common Stock. This concentration of
ownership may have the effect of delaying or preventing a change in control of
the Company. The Company is a party to a Voting Trust Agreement ("Voting Trust
Agreement") with Ascom whereby Ascom deposited all of its 5,177,824 shares of
the Company's Common Stock ("Voting Stock") into a voting trust ("Voting
Trust"). The Trustee has voting control of the Voting Stock. The Voting Trust
Agreement expires in 2004. Ascom has preemptive rights with respect to issuances
of the Company's securities and registration rights with respect to the
securities it holds. The Company's ability to obtain additional financing on
favorable terms in the future may be adversely affected by the existence of
these preemptive rights and registration rights.
10
<PAGE> 12
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of Shares
by the Selling Shareholders. See "Selling Shareholders."
PLAN OF DISTRIBUTION
Some or all of the Shares covered by this Prospectus will be offered by
the Selling Shareholders through broker-dealers who receive ordinary brokers'
commissions in connection with such sales. The Shares may be sold in privately
negotiated transactions or otherwise, and participating broker-dealers may act
as agents or principals, or both, in connection with such sales. Identix has not
entered into any agreements, arrangements or understandings for the sale of the
Shares covered by this Prospectus. The Selling Shareholders and any other
persons who participate in the resale of the Shares, may be deemed to be
underwriters under the Securities Act. Any commissions paid or any discounts or
concessions allowed by such person, any profits received on resale of the
Shares, may be deemed to be underwriting discounts and commissions under the
Securities Act. Identix is registering the Shares pursuant to contractual
obligations and has paid expenses of the preparation of the Prospectus.
11
<PAGE> 13
SELLING SHAREHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock by the Selling Shareholders
as of the date of this Prospectus and as adjusted to reflect the sale of the
Common Stock offered hereby. Except as otherwise indicated, the Company believes
that the beneficial owner of the securities listed below, based on information
provided by such owner, has sole investment and voting power with respect to the
Common Stock shown as being beneficially owned by each of the Selling
Shareholders.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED NUMBER OWNED
PRIOR TO OFFERING OF AFTER OFFERING
---------------------- SHARES --------------------
NUMBER PERCENT(1) OFFERED NUMBER PERCENT(1)
------- ---------- ------- ------- ----------
<S> <C> <C> <C> <C> <C>
Michael J. Stock....................... 171,000 * 42,750 128,250 *
David K. Holdsworth...................... 110,250 * 27,563 82,687 *
Max Von Erdsmanndorff.................... 110,250 * 27,562 82,688 *
Rebecca Hierholzer....................... 13,500 * 3,375 10,125 *
Gary A. Landers.......................... 13,500 * 3,375 10,125 *
Steven Lee Russell....................... 13,500 * 3,375 10,125 *
Jim Meyers............................... 4,500 * 1,125 3,375 *
Keith Bowman............................. 4,500 * 1,125 3,375 *
Withrow Landers P.C. Pension Fund, FBO
Gary A. Landers.......................... 4,500 * 1,125 3,375 *
Withrow Landers P.C. Pension Fund, FBO
Stephen Lee Russell...................... 4,500 * 1,125 3,375 *
------- ---- ------- ------- ----
TOTALS 450,000 1.80% 112,500 337,500 1.35%
</TABLE>
* Less than one percent of the outstanding shares of Common Stock.
(1) Applicable percentage of ownership for each shareholder is based on
24,946,778 shares of Common Stock outstanding as of July 31, 1997.
12
<PAGE> 14
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Heller Ehrman White & McAuliffe, Palo Alto, California.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K of Identix Incorporated for the year ended June
30, 1996 have been so incorporated in reliance on the report of Price
Waterhouse, LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
13
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the registrant in connection
with the sale of the Common Stock being registered. All amounts are estimated
except the SEC Registration Fee and the American Stock Exchange, Inc. and
Pacific Stock Exchange, Inc. listing fees.
<TABLE>
<S> <C>
SEC Registration fee.............................. $ 340
American Stock Exchange, Inc. listing fee......... 2,240
Accounting Fees and Expenses...................... 1,000
Legal Fees and Expenses........................... 10,000
Miscellaneous..................................... 1,420
==========
Total..................................... $15,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California Corporations Code permits a corporation to
include in its charter documents and in agreements between the corporation and
its directors and officers, indemnity in terms sufficiently broad to permit
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act").
Article Fourth of the registrant's Articles of Incorporation provides as
follows:
FOURTH: The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law. This corporation is also authorized, to the fullest extent permissible
under California law, to indemnify its agents as defined in Section 317 of the
California Corporations Code), whether by bylaw. agreement or otherwise in
excess of the indemnification expressly permitted by Section 317 and to advance
defense expenses to its agents in connection with such matters, as they are
incurred. If, after the effective date of this Article, California law is
amended in a manner which permits a corporation to limit the monetary or other
liability of its directors or to authorize indemnification of, or advancement of
such defense expenses to, its directors or other persons, in any such case to a
greater extent than is permitted on such effective date, the references in this
Article to "California law" shall to that extent be deemed to refer to
California law as so amended.
Article VI of the registrant's Bylaws provides as follows:
Section 1. INDEMNIFICATION. As authorized by the articles of
incorporation, to the fullest extent permissible under California law and in
excess of that which is expressly permitted by Section 317 of the California
Corporations Code (the "Code"), the corporation shall indemnify its directors
and officers against all expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred by them in connection with any
proceeding, including an action by or in the right of the corporation, by reason
of the fact that such person is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director, officer,
trustee, employee or agent of another corporation, or of a partnership, joint
venture, trust or other enterprise (including service with respect to employee
benefit plans). To the fullest extent permissible under California law, expenses
incurred by a director or officer seeking indemnification under this bylaw in
defending any proceeding shall be advanced by the corporation as they are
incurred upon receipt by the corporation of an undertaking by or on behalf of
the director or officer to repay such amount if it shall ultimately be
determined that the director or officer is not entitled to be indemnified by the
corporation for those expenses. If, after the effective date of this bylaw,
California law is amended in a manner which permits the corporation to authorize
indemnification of, or advancement of expenses to, its directors or officers, in
any such case to a greater extent than is permitted on such effective date, the
references in this bylaw to "California law" shall to that extent be deemed to
refer to California law as so amended. The rights granted by this bylaw are
contractual in nature and, as
II-1
<PAGE> 16
such, may not be altered with respect to any present or former director or
officer without the written consent of that person.
Section 2. PROCEDURE. Upon written request to the Board of Directors by
a person seeking indemnification under this bylaw, the Board shall promptly
determine in accordance with Section 317(e) of the Code whether the applicable
standard of conduct has been met and, if so, the Board shall authorize
indemnification. If the Board cannot authorize indemnification because the
number of directors who are parties to the proceeding with respect to which
indemnification is sought prevents the formation of a quorum of directors who
are not parties to the proceeding, then, upon written request by the person
seeking indemnification, independent legal counsel (by means of a written
opinion obtained at the corporation's expense) or the corporation's shareholders
shall determine whether the applicable standard of conduct has been met and, if
so, shall authorize indemnification.
Section 3. DEFINITIONS. The term "proceeding" means any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative. The term "expenses" includes, without
limitation, attorneys' fees and any expenses of establishing a right to
indemnification.
In addition, the Company has indemnification agreements with each of its
officers and directors.
ITEM 16. EXHIBITS
(a) Exhibits
<TABLE>
<S> <C>
5.1 Opinion of Heller Ehrman White & McAuliffe
23.1 Consent of Heller Ehrman White & McAuliffe (contained in
opinion filed as Exhibit 5. 1)
23.2 Consent of Price Waterhouse LLP, Independent Accountants
24.1 Power of Attorney (see page II-4)
</TABLE>
ITEM 17. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) 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;
(c) 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 (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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.
(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.
II-2
<PAGE> 17
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant'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 offering herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Restated Articles of
Incorporation and Bylaws, and the California Corporations Code, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person for liabilities arising under the Act in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-3
<PAGE> 18
SIGNATURE
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-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sunnyvale, California on August 8, 1997.
IDENTIX, INCORPORATED
By: /s/ Randall C. Fowler
----------------------------------
Randall C. Fowler
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Randall C. Fowler and James P. Scullion his true and lawful attorneys-in-fact
and agents, each acting alone, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to the Registration Statement, and to sign any registration statement for the
same offering covered by this Registration Statement that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and all post-effective amendments thereto, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and 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 said attorneys-in-fact and agents, each acting alone, or his
or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE OFFICE DATE
--------- ------ ----
<S> <C> <C>
/s/ Randall C. Fowler President, Chief Executive Officer August 8, 1997
- ----------------------------------- and Director (Principal Executive
Randall C. Fowler Officer)
/s/ James P. Scullion Vice President, Finance, Chief August 8, 1997
- ----------------------------------- Financial Officer and Secretary
James P. Scullion (Principal Financial and
Accounting Officer)
/s/ Randall Hawks, Jr. Director August 8, 1997
- -----------------------------------
Randall Hawks, Jr.
/s/ Patrick H. Morton Director August 8, 1997
- -----------------------------------
Patrick H. Morton
/s/ Fred U. Sutter Director August 8, 1997
- -----------------------------------
Fred U. Sutter
/s/ Harrison N. Walther Director August 8, 1997
- -----------------------------------
Harrison N. Walther
/s/ Larry J. Wells Director August 8, 1997
- -----------------------------------
Larry J. Wells
/s/ Ed Zschau Director August 8, 1997
- -----------------------------------
Ed Zschau
</TABLE>
II-4
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page
- --------------- ------------------------------------------------ ---------------
<S> <C>
5.1 Opinion of Heller, Ehrman, White & McAuliffe
23.1 Consent of Heller, Ehrman, White & McAuliffe
(contained in opinion filed as Exhibit 5.1))
23.2 Consent of Price Waterhouse LLP, Independent
Accountants
24.1 Power of Attorney (see page II-4)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
August 8, 1997
17506-0023
Identix Incorporated
510 North Pastoria Avenue
Sunnyvale, California 94086
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Identix Incorporated, a California
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 to be filed with the Securities and Exchange Commission (the
"Commission") on August 8, 1997 (the "Registration Statement") for the purpose
of registering under the Securities Act of 1933, as amended, an aggregate of
112,500 shares of its Common Stock, no par value (the "Shares"). The Shares were
issued to the holders thereof pursuant to the Share Purchase Agreement dated
July 23, 1997 (the "Agreement") among the Company, Michael J. Stock, Max Von
Erdsmannsdorff, David K. Holdsworth, Dr. Steven Lee Russell, Dr. Rebecca
Hierholzer, Dr. Gary A. Landers, Jim Myers, Keith Bowman, Withrow Landers P.C.
Pension Fund, FBO Gary A. Landers, and Withrow Landers P.C. Pension Fund, FBO
Steven Lee Russell.
I.
In connection with this opinion, we have assumed the authenticity of all
records, documents and instruments submitted to us as originals, the genuineness
of all signatures, the legal capacity of natural persons and the conformity to
the originals of all records, documents and instruments submitted to us as
copies. In rendering our opinion, we have examined the following records,
documents, instruments and certificates:
(a) The Articles of Incorporation, as amended, of the
Company certified by the Secretary of State of the State
of California as of August 7, 1997, and certified to us
by an officer of the Company as being complete and in
full force and effect as of the date of this opinion;
(b) The Bylaws of the Company certified to us by an officer
of the Company as being complete and in full force and
effect as of the date of this opinion;
<PAGE> 2
Identix Incorporated Page 2
August 8, 1997
(c) The Agreement;
(d) The Certificate of an Officer of the Company: (i)
attaching records certified to us as constituting all
records of proceedings and actions of the Board of
Directors of the Company and any committees of the Board
of Directors relating to the Shares; and (ii) certifying
as to certain factual matters;
(e) The Registration Statement; and
(f) A written statement from ChaseMellon Shareholder
Services, the Company's transfer agent, as to the number
of shares of the Company's Common Stock that were
outstanding on August 5, 1997.
This opinion is limited to the federal laws of the United States of
America and the laws of the State of California, and we disclaim any opinion as
to the laws of any other jurisdiction. We further disclaim any opinion as to any
statute, rule, regulation, ordinance, order or other promulgation of any other
jurisdiction or any regional or local governmental body or as to any related
judicial or administrative decision.
Our opinion expressed herein assumes that the Agreement was duly
authorized, executed and delivered by the parties thereto in the forms that we
have reviewed as of the date of this opinion.
II.
Based upon the foregoing and our examination of such questions of law as
we have deemed necessary or appropriate for the purpose of this opinion, and
assuming that: (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and sold; (ii) the full amount of
consideration stated in the Agreement pursuant to which the Shares were issued
was paid for each Share; (iii) the Shares were issued in accordance with the
terms of the Agreement and the resolutions authorizing their issuance; (iv)
appropriate stock certificates evidencing the Shares were executed and delivered
by the Company; and (v) all applicable securities laws are complied with, it is
our opinion that the Shares were legally issued, and are fully paid and
nonassessable.
III.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon by
you for any other purpose, or relied upon by any other person, firm, corporation
or other entity for any purpose, without our prior consent. We disclaim any
obligation to advise you of any change of law that occurs, or any facts of which
we may become aware, after the date of this opinion.
2
<PAGE> 3
Identix Incorporated Page 3
August 8, 1997
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Heller Ehrman White & McAuliffe
-----------------------------------
HELLER EHRMAN WHITE & MCAULIFFE
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
August 26, 1996, which appears on page 28 of the Identix Incorporated's Annual
Report on Form 10-K for the year ended June 30, 1996. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
San Jose, California
August 6, 1997
