<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
IDENTIX INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF
IDENTIX INCORPORATED
TO BE HELD ON OCTOBER 30, 1997
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Identix
Incorporated (the "Company") will be held on Thursday, October 30, 1997 at 2:00
p.m. at the Company's principal executive offices located at 510 North Pastoria
Avenue, Sunnyvale, California 94086, for the purpose of considering and acting
upon the following proposals:
1. To elect directors to serve for the ensuing year and until their
successors are elected;
2. To approve an amendment to the Identix Incorporated Equity
Incentive Plan to increase the number of shares of Identix common stock
available for issuance under the Identix Incorporated Equity Incentive Plan
from 1,250,000 to 1,750,000 shares;
3. To ratify the appointment of Price Waterhouse LLP as independent
accountants of the Company for the fiscal year ending June 30, 1998; and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on September 10, 1997
are entitled to notice of and to vote at the meeting.
All shareholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed Proxy as promptly as possible in the postage
prepaid envelope enclosed for that purpose. Any shareholder attending the
meeting may vote in person even if he or she returned a proxy.
Sincerely,
JAMES P. SCULLION
Secretary
Sunnyvale, California
September 24, 1997
<PAGE> 3
IDENTIX INCORPORATED
------------------------
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of the Board of Directors of
Identix Incorporated (the "Company") for use at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held on Thursday, October 30, 1997 at
2:00 p.m., local time, or at any adjournment thereof, for the purposes set forth
herein and in an accompanying Notice of Annual Meeting of Shareholders. The
Annual Meeting will be held at the Company's principal executive offices. The
Company's principal executive offices are located at 510 North Pastoria Avenue,
Sunnyvale, California 94086. The Company's telephone number is (408) 731-2000.
These proxy solicitation materials were mailed on or about September 24,
1997 to all shareholders entitled to vote at the Annual Meeting.
RECORD DATE AND SHARES OUTSTANDING
Shareholders of record at the close of business on September 10, 1997 (the
"Record Date") are entitled to notice of and to vote at the meeting. At the
Record Date, 24,986,861 shares of the Company's common stock were issued and
outstanding.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it any time before its use by delivering to the Secretary of the Company
a written notice of revocation or a duly executed proxy bearing a later date or
by attending the Annual Meeting and voting in person.
VOTING AND SOLICITATION
Except in the election of directors, each share of common stock has one
vote. Every shareholder voting in the election of directors may cumulate such
shareholder's votes and give one candidate a number of votes equal to the number
of directors to be elected multiplied by the number of shares held on the record
date, or distribute the shareholder's votes among the candidates at the
shareholder's discretion. However, no shareholder shall be entitled to cumulate
votes unless the candidate's name has been placed in nomination prior to the
voting and the shareholder or any other shareholder has given notice at the
Annual Meeting prior to the voting of the intention to cumulate the
shareholder's votes.
Abstentions and broker non-votes will be counted towards the tabulations of
votes cast on proposals presented to the shareholders and will have the same
effect as negative votes.
The cost of this solicitation will be borne by the Company. The Company may
reimburse brokerage firms and other persons representing beneficial owners for
their expenses in forwarding solicitation materials to such beneficial owners.
Proxies may also be solicited by certain of the Company's directors, officers
and regular employees without additional compensation, personally or by
telephone or telegraph.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of shareholders of the Company which are intended to be presented
by such shareholders at the Company's 1998 Annual Meeting must be received by
the Company no later than May 27, 1998 in order to be eligible for inclusion in
the proxy statement and form of proxy relating to that meeting.
<PAGE> 4
1. ELECTION OF DIRECTORS
GENERAL
A board of seven directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the Company's seven nominees named below, all of whom are presently
directors of the Company. In the event that any nominee shall become
unavailable, the proxy holders will vote the proxies at their discretion for a
substitute or additional nominee. In the event that additional persons are
nominated for election as directors, the proxy holders intend to vote all
proxies received by them in such a manner in accordance with cumulative voting
as will assure the election of as many of the nominees listed below as possible
and, in such event, the specific nominees to be voted for will be determined by
the proxy holders. It is expected that all nominees will be able and willing to
serve as directors. The term of office of each person elected as a director will
continue until the next Annual Meeting of Shareholders or until his successor
has been elected and qualified.
VOTE REQUIRED
The seven nominees receiving the highest number of affirmative votes of the
shares entitled to be voted shall be elected as directors of the Company. Votes
withheld from any director are counted for purposes of determining the presence
or absence of a quorum but have no other legal effect under California law.
NOMINEES
The names of the nominees and certain information about them are set forth
below:
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
- ---------------------- --- ---------------------------------- --------
<S> <C> <C> <C>
Randall C. Fowler..... 58 Chairman, President, and Chief 1982
Executive Officer of the Company
Patrick H. Morton..... 57 President of Kokusai Semiconductor 1985
Equipment Corporation
Randall Hawks, Jr..... 46 President and Chief Executive 1988
Officer of WHEB Systems, Inc.
Fred U. Sutter........ 69 Retired President, Chairman and 1988
Chief Executive Officer of Ascom
Holding Ltd.
Larry J. Wells........ 54 General Partner of the Management 1992
Company for Sundance Venture
Partners, L.P.
Harrison N. Walther... 60 President and Chief Executive 1995
Officer of ANADAC, Inc.
Ed Zschau............. 57 Senior Lecturer of Business 1995
Administration, Harvard Business
School, Harvard University
</TABLE>
Except as set forth below, each of the nominees has been engaged in the
principal occupation described above during the past five years. There is no
family relationship between any director or executive officer of the Company.
Randall C. Fowler, Chairman of the Board, President, and Chief Executive
Officer of the Company, positions he has held since 1982, is also founder of the
Company.
Patrick H. Morton has been a director of the Company since 1985. Mr. Morton
is president of Kokusai Semiconductor Equipment Corporation. In addition, Mr.
Morton is Chairman of the Board of Directors and co-founder of QuadRep, Inc., a
manufacturers' representative company. He held the position of President of
QuadRep, Inc. from 1981 through 1990 and has been Chairman since 1991.
Randall Hawks, Jr. has been a director of the Company since 1988. Mr. Hawks
is currently President and Chief Executive Officer at WHEB Systems, Inc. From
1994 to 1995, Mr. Hawks was Executive Vice
2
<PAGE> 5
President of AT&T Paradyne, a communications equipment subsidiary of AT&T. Prior
to joining AT&T Paradyne, Mr. Hawks was Executive Vice President of the Company
from 1989 to November 1993 and was Vice President of Marketing from 1985 to
1989.
Fred U. Sutter has been a director of the Company since 1988. Until January
1996, Mr. Sutter was Chairman, Chief Executive Officer and President of Ascom
Holding Ltd., a United States subsidiary of Ascom Holding AG, the parent company
of a group of telecommunication companies and service automation providers. From
December 1993 to July 1995, Mr. Sutter was the Chief Executive Officer and
President of Ascom Holding AG. From January 1991 to August 1993, he was the
Deputy President of Ascom Holding AG. From January 1987 to December 1990, he was
President of Ascom Hasler AG. Ascom Hasler AG is a Swiss telecommunications
company and is a part of Ascom Holding AG.
Larry J. Wells has been a director of the Company since 1992. Since 1989,
Mr. Wells has been a general partner of Anderson and Wells Company, the
management company for Sundance Venture Partners, L.P. Prior to his affiliation
with Anderson and Wells Company, Mr. Wells held similar positions with Inco
Venture Capital from 1988 to 1989 and Citicorp Venture Capital from 1983 to
1987.
Harrison N. Walther has been a director of the Company since February 1995.
Mr. Walther is the President and Chief Executive Officer of ANADAC, Inc.
("ANADAC"), Mr. Walther joined ANADAC in 1982. He served as Vice President of
ANADAC from 1982 through 1984 and Executive Vice President from 1984 through
1985 before assuming the duties of President in 1986.
Ed Zschau was appointed a director of the Company in December 1995.
Currently, Mr. Zschau is a Professor of Management at Harvard Business School,
Harvard University. Mr. Zschau served for two years as General Manager of the
IBM Storage Systems Divisions from 1993 to 1995. From 1988 through 1992 Mr.
Zschau was Chairman of the Board and Chief Executive Officer of Censtor
Corporation, a developer of rigid disk media and thin-film magnetic recording
heads. Mr. Zschau is a former United States congressman. Mr. Zschau is a
director of GenRad, Inc. and Censtor Corporation.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the
Securities and Exchange Commission ("SEC"). Such officers, directors and 10%
stockholders are also required by SEC rules to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that, during the fiscal year ended June 30, 1997, all Section 16(a) filing
requirements applicable to its officers, directors and 10% stockholders were
complied with, with two exceptions. Harrison Walther, an officer and director,
and Patrick Morton, a director, each failed to file in a timely manner one
report required by section 16(a) covering one and two transactions,
respectively. Each person identified filed a report for his respective
transaction on July 17, 1997.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of four meetings during
fiscal year 1997.
The Board of Directors currently has two standing committees: the
Compensation Committee and the Audit Committee. The Compensation Committee
reviews and approves the Company's executive officer compensation policy and
administers the Company's employee stock option plans. The Compensation
Committee held one meeting during fiscal year 1997. Messrs. Morton, Wells and
Hawks are currently the members of the Compensation Committee. The Audit
Committee recommends engagement of the Company's independent auditors and is
primarily responsible for approving the services performed by the Company's
independent auditors and for reviewing and evaluating the Company's accounting
principles and
3
<PAGE> 6
its systems of internal controls. The Audit Committee held six meetings during
fiscal year 1997. Messrs. Morton, Wells and Hawks are currently the members of
the Audit Committee.
The Board of Directors does not have a standing Nominating Committee nor
any committee performing such function.
During fiscal year 1997, no director attended fewer than 75% of the
aggregate of all meetings of the Board of Directors and committees, if any, upon
which such director served.
DIRECTOR COMPENSATION
Beginning August 1, 1996, each non-employee director receives $1,000 for
each board meeting attended up to $4,000 annually. The Company, also, reimburses
non-employee directors for certain expenses incurred by them in connection with
attendance of board meetings. Directors who are employees of the Company
(currently Messrs. Fowler and Walther) receive no additional or special
remuneration for serving as directors.
Under the Non-Employee Directors Stock Option Plan ("Directors Plan"), each
non-employee director of the Company, upon such director's first election to the
Board, is entitled to receive an automatic nondiscretionary grant of (i) a
nonqualified stock option ("NQO") to purchase 10,000 shares of common stock if
less than six months have elapsed since the last annual meeting of shareholders
or (ii) an NQO to purchase 5,000 shares of common stock if more than six months
have elapsed since the last annual meeting of shareholders. In addition, on the
date of the first meeting of the Board following the annual meeting of the
shareholders of the Company, each eligible director is entitled to receive an
NQO to purchase 10,000 shares of common stock.
The exercise price of the NQOs granted under the Directors Plan is equal to
the fair market value of such shares on the date of grant. The NQOs become
exercisable with respect to one fourth of the number of shares covered by such
NQO for each three-month period which elapses after the date of grant, so that
such NQO will be fully exercisable on the first anniversary of the date such NQO
was granted.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of July 31, 1997 by (i) each person
who is known by the Company to own beneficially more than 5% of the outstanding
shares of common stock, (ii) by each of the Company's directors and each of the
Company's executive officers identified in the Summary Compensation Table and
(iii) by all directors and officers as a group. Except as otherwise indicated,
the Company believes that the beneficial owners of the
4
<PAGE> 7
securities listed below, based on information furnished by such owners, have
sole investment and voting power with respect to the common stock shown as being
beneficially owned by them.
<TABLE>
<CAPTION>
DIRECTORS, OFFICERS AND NUMBER OF SHARES PERCENTAGE
5% SHAREHOLDERS BENEFICIALLY OWNED BENEFICIALLY OWNED(1)
- ------------------------------------------------------- ------------------ ---------------------
<S> <C> <C>
Ascom USA Inc.......................................... 5,177,824(2) 20.76%
9 East Ninth Street, #1
New York, NY 10003
Randall C. Fowler...................................... 1,308,749(3) 5.25%
510 N. Pastoria Avenue
Sunnyvale, CA 94086
Larry J. Wells......................................... 5,205,324(2)(4) 20.87%
Randall Hawks, Jr. .................................... 87,500(5) *
Fred U. Sutter......................................... 67,500(6) *
Patrick H. Morton...................................... 65,820(7) *
Ed Zschau.............................................. 17,500(8) *
Harrison N. Walther.................................... 307,436(9) 1.23%
James P. Scullion...................................... 172,707(10) *
Daniel F. Maase........................................ 116,316(11) *
Gary L. Cauble......................................... 19,167(12) *
All directors and officers as a group (11 persons)..... 7,403,419(13) 29.68%
</TABLE>
- ---------------
* Less than one percent.
(1) Applicable percentage of ownership is based on 24,946,778 shares of common
stock outstanding as of July 31, 1997. Shares of common stock subject to
outstanding options or warrants currently exercisable or exercisable within
60 days after July 31, 1997 are deemed outstanding for computing the
percentage ownership of the person holding such options or warrants but are
not deemed outstanding for computing the percentage ownership of any other
person.
(2) All of the Ascom USA Inc. beneficially owned shares are held in a voting
trust for which Mr. Larry Wells, a member of the Board of Directors of the
Company, is serving as the trustee. The trustee of the voting trust votes
all the shares held in the voting trust.
(3) Includes 274,167 shares issuable upon exercise of options.
(4) Includes 5,177,824 shares held by Ascom USA Inc. in a voting trust for
which Mr. Wells is currently serving as voting trustee. Also includes
27,500 shares issuable upon exercise of options held by Mr. Wells.
(5) Includes 87,500 shares issuable upon exercise of options.
(6) Includes 40,000 shares issuable upon exercise of a warrant and 27,500
shares issuable upon exercise of options.
(7) Includes 27,500 shares issuable upon exercise of options.
(8) Includes 17,500 shares issuable upon exercise of options.
(9) Includes 83,083 shares issuable upon exercise of options.
(10) Includes 160,317 shares issuable upon exercise of options.
(11) Includes 116,316 shares issuable upon exercise of options.
(12) Includes 19,167 shares issuable upon exercise of options.
(13) Includes 5,177,824 shares held by Ascom USA Inc. in a voting trust for
which Mr. Wells is currently serving as voting trustee and 915,550 shares
issuable upon exercise of warrants and options.
5
<PAGE> 8
EXECUTIVE COMPENSATION
The table set forth below provides certain summary information concerning
compensation paid to or accrued for the Company's Chief Executive Officer and
each of the four other most highly compensated executive officers of the Company
for fiscal years ended June 30, 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
--------------------- OTHER COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS(#)(1)
- ---------------------------------------- ---- --------- --------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Randall C. Fowler 1997 $ 200,000 $ 2,933 $ 9,600 50,000
Chairman, President and Chief 1996 168,000 -- 45,000
Executive Officer 1995 148,446 12,500 --
Harrison N. Walther 1997 $ 171,167 $ 120,049 45,000
President and Chief Executive Officer of 1996 146,910 110,448 20,000
ANADAC 1995 146,910 84,113 --
James P. Scullion 1997 $ 165,000 $ 1,600 $ 6,000 50,000
Executive Vice President, Chief Operating 1996 126,000 -- 45,000
Officer, Chief Financial Officer and 1995 110,662 17,500 --
Secretary
Daniel F. Maase 1997 $ 126,000 $ 15,358 25,000
Senior Vice President and 1996 126,000 5,000 25,000
Chief Technology Officer 1995 111,482 -- --
Gary L. Cauble 1997 $ 101,248 $ 10,287 15,000
Vice President, Manufacturing 1996 79,191 5,000 25,000
1995 -- -- --
</TABLE>
- ---------------
(1) All figures in this column reflect options to purchase the Company's common
stock.
1997 OPTION GRANTS TABLE
The following table sets forth stock options granted to the executive
officers identified in the Summary Compensation Table during the fiscal year
1997 under the Company's 1995 Equity Incentive Plan. Since inception, the
Company has not granted any stock appreciation rights.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
INDIVIDUAL GRANTS ASSUMED ANNUAL
% OF TOTAL RATES OF STOCK
OPTIONS GRANTED PRICE APPRECIATION
TO EMPLOYEES EXERCISE FOR OPTIONS(1)
OPTIONS IN FISCAL YEAR PRICE PER EXPIRATION --------------------
NAME GRANTED 1997 SHARE(4) DATE 5% 10%
- ------------------------------ ------- ----------------- --------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Randall C. Fowler............. 50,000(2) 5 % 11.125 7/26/2006 349,823 886,519
Harrison N. Walther........... 25,000(2) 3 % 11.125 7/26/2006 174,911 443,260
Harrison N. Walther........... 20,000(3) 2 % 7.8125 10/30/2006 98,265 249,022
James P. Scullion............. 50,000(2) 5 % 11.125 7/26/2006 349,823 886,519
Daniel F. Maase............... 25,000(2) 3 % 11.125 7/26/2006 174,911 443,260
Gary Cauble................... 15,000(2) 2 % 11.125 7/26/2006 104,947 265,956
</TABLE>
- ---------------
(1) Potential realizable value is based on an assumption that the market price
of the stock appreciates at the stated rate, compounded annually, from the
date of grant until the end of the ten-year option term. These values are
calculated based on the requirements promulgated by the Securities and
Exchange Commission and do not reflect the Company's estimated future stock
price appreciation.
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<PAGE> 9
(2) Options are incentive stock options which vest ratably over twenty-four
months with cliff vesting of options if the Company achieves certain fiscal
1997 financial goals set by the Compensation Committee. These options have a
term of ten years and were granted on July 26, 1996.
(3) Options are incentive stock options which vest ratable over twenty-four
months with cliff vesting of options if the Company achieves certain fiscal
1997 financial goals set by the Compensation Committee. These options have a
term of ten years and were granted on October 30, 1996.
(4) Exercise price is the fair market value on the date of grant.
1997 OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth stock options exercised by the executive
officers identified in the Summary Compensation Table during fiscal year 1997,
and the number and value of all unexercised options at fiscal year end. The
value of "in-the-money" options refers to options having an exercise price,
which is less than the market price of the Company's common stock on June 30,
1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR END FISCAL YEAR END(2)
SHARES --------------- ------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE
- -------------------------------------- ----------- -------------- --------------- ------------------
<S> <C> <C> <C> <C>
Randall C. Fowler..................... -- -- 267,917/27,083 1,922,452/3,385
Harrison N. Walther................... -- -- 75,458/29,542 425,431/70,194
James P. Scullion..................... 12,000 62,963 153,817/27,333 929,574/5,542
Daniel F. Maase....................... -- -- 113,191/13,542 790,313/1,693
Gary L. Cauble........................ -- -- 16,042/23,958 10,026/16,849
</TABLE>
- ---------------
(1) Value realized is determined by multiplying the exercised shares by the
difference between the market close price on the date of exercise and the
stated exercise price.
(2) Represents market value of the Company's common stock at fiscal year end
less the exercise price.
The Company did not make any awards during the fiscal year ended June 30,
1997 to any of the executive officers named in the Summary Compensation Table
under any long-term incentive plan providing compensation intended for
performance to occur over a period longer than one fiscal year.
AGREEMENTS WITH EXECUTIVE OFFICER
As of June 30, 1997, Mr. Walther, a director of the Company and President
and Chief Executive Officer of ANADAC, was indebted to ANADAC in the amount of
$122,921 for premium payments made on his behalf for a split dollar life
insurance policy. Such indebtedness is represented by non-interest-bearing
notes, and will be paid with the proceeds from the policy or, in the event the
policy is canceled or terminated, with the policy's cash surrender value. ANADAC
will continue to make such premium payments as a loan to Mr. Walther in an
amount equal to approximately $12,500 per year. Mr. Walther is also indebted to
ANADAC in the principal amount of $44,094 for a loan made to Mr. Walther in July
1989. This loan bears interest at the rate of 7.5% per annum. Interest is
payable monthly and principal is payable upon demand.
REPORT OF THE BOARD OF DIRECTORS COMPENSATION COMMITTEE
Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Exchange Act") that might
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<PAGE> 10
incorporate this Proxy Statement or future filings with the Securities and
Exchange Commission, in whole or in part, the following report and the
Performance Graph which follows shall not be deemed to be incorporated by
reference into any such filing.
The Compensation Committee is responsible for establishing and
administering the policies which govern both annual compensation and stock
ownership programs for the Chief Executive Officer and certain other executive
officers. Each year, salaries are determined and awards are made, if warranted,
under the Company's stock option plans.
The Compensation Committee annually evaluates the Company's corporate
performance and its executive compensation and incentive programs compared with
the industry and with a broader group of similar size companies. In determining
the Chief Executive Officer's compensation for fiscal year 1997, the
Compensation Committee considered the compensation paid by the Company's direct
competitors, a group of similar size companies and the corporate performance for
the Company for the fiscal year.
The Company's compensation programs are designed to reward executives for
long-term strategic management, to align the interests of the executive officers
with the interests of the Company's shareholders and to attract and retain
highly talented and productive executives, and are leveraged on the basis of
performance in terms of both cash compensation and incentive plans, paying more
with good performance and less when it is below standard.
The principal components of executive compensation are base salary,
performance bonuses and stock options.
Base salary is based on competitive factors and the historic salary
structure for various levels of responsibility within the Company. The
Compensation Committee annually evaluates the Company's corporate performance
and conducts surveys of companies in the industry and of a broader group of
similar size companies in order to determine whether the Company's executive
base salaries are in a competitive range. Generally, salaries are set at the
middle of the range.
Performance bonuses are linked directly to the profitability of the Company
and specific performance objectives. These bonuses in particular emphasize the
Compensation Committee's belief that, when the Company is successful, the
executives should be highly compensated, but that, conversely, if the Company is
not successful and is not profitable, no bonuses should be paid absent
extraordinary circumstances. With respect to each officer, a cash bonus is based
on a formula using Company profitability levels.
The principal equity component of executive compensation is the stock
option program. Stock options are generally granted when an executive joins the
Company and on an annual basis thereafter. Options are occasionally granted for
promotions or other special achievements. The initial option granted to the
executive vests over a period of five years. The purpose of the annual option
grant is to ensure that the executive always has options that vest in increments
in the future. This provides a method of retention and motivation for the senior
level executives of the Company and also aligns senior management's objectives
with the shareholders.
During fiscal 1997, the Chief Executive Officer and the other executive
officers received salary increases equivalent to the amount required to align
them with comparable executives in similar industries, as well as, incentive
stock options. Mr. Walther received performance bonuses pursuant to an incentive
bonus agreement. Mr. Maase and Mr. Cauble both received bonuses during fiscal
1997 for meeting specific performance objectives.
During fiscal 1998, the Compensation Committee will continue to carefully
consider executive compensation in relation to the Company's performance
compared to that of industry performance levels.
Larry J. Wells
Patrick H. Morton
Randall Hawks, Jr.
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<PAGE> 11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Randall Hawks Jr., a member of the Compensation Committee of the Company's
Board of Directors during fiscal year 1997, formerly was Executive Vice
President of the Company from 1989 to November 1993 and was Vice President of
Marketing from 1985 to 1989.
IDENTIX STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
common stock of the Company from July 1, 1992 to June 30, 1997 with cumulative
total return on the Russell 2000 Index and a Peer Group (Printrak, Digital
Biometrics, Inc. and National Registry Inc.) over the same period (assuming the
investment of $100 in the Company's common stock and in the Index and the Peer
Group on July 1, 1992, and reinvestment of all dividends).
COMPARATIVE FIVE-YEAR TOTAL RETURNS
IDENTIX, PEER GROUP, RUSSELL 2000
(PERFORMANCE RESULTS THROUGH 6/30/97)
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) IDENTIX PEER GROUP BROAD MARKET
<S> <C> <C> <C>
1992 100 100 100
1993 70.45 174.19 125.96
1994 129.55 129.19 131.51
1995 229.55 115.16 157.91
1996 531.82 83.25 195.82
1997 404.55 55.80 227.79
</TABLE>
CERTAIN TRANSACTIONS
At July 31, 1997, Ascom USA Inc. ("Ascom") owned approximately 20.8% of the
outstanding common stock of the Company. The Company granted Ascom registration
rights with respect to the common stock acquired from the Company and preemptive
rights to participate in any offering of certain securities of the Company.
Ascom's preemptive rights allow it to purchase a sufficient number of shares of
common stock to preserve its ownership interest in the Company at a purchase
price per share equal to the lower of (a) the weighted average price of the
shares sold in the dilutive event or (b) the average closing price of the common
stock for the 20 trading days immediately preceding the dilutive event. The
presence of Ascom's registration and preemptive rights may adversely affect the
terms on which the Company could obtain additional financing. On September 2,
1994, the Company entered into a Voting Trust Agreement (the "Agreement") with
Ascom whereby Ascom deposited all of its shares of the Company's common stock
held by Ascom (at
9
<PAGE> 12
July 31, 1997, 5,177,824) (the "Voting Stock") into a voting trust. The trustee
of the voting trust is on the Company's Board of Directors and has voting
control of the Voting Stock. The Voting Trust Agreement expires in 2004. In
consideration for Ascom entering into the Agreement, the Company granted Ascom
certain additional registration rights with respect to the Voting Stock,
modified certain contractual transfer restrictions with respect to the Voting
Stock, and granted Ascom price protections regarding certain sales of Voting
Stock.
2. APPROVAL OF AMENDMENT TO THE IDENTIX INCORPORATED EQUITY INCENTIVE PLAN
BACKGROUND
The Board has approved, subject to shareholder approval, an amendment to
the Identix Incorporated Equity Incentive Plan (the "Incentive Plan") as
described below.
DESCRIPTION OF THE PROPOSAL
Currently, the Incentive Plan provides that a total of 1,250,000 shares of
common stock may be issued thereunder. As of July 31, 1997, there were 10,150
shares that were currently unreserved and available for option grants under the
Incentive Plan. The proposed amendment to the Incentive Plan is to increase the
number of shares available for issuance under the Incentive Plan by 500,000
shares to a total of 1,750,000 shares. The Company believes the proposed
increase in the number of shares available for grant is necessary in order to
ensure that there will be a sufficient reserve of shares to permit the grant of
further options to existing and new employees and non-employee directors of and
consultants to the Company.
The following table shows the number of shares awarded to the executive
officers and the identified groups under the Incentive Plan in fiscal 1997. All
options were granted at fair market value as of the date of grant.
<TABLE>
<CAPTION>
NUMBER
NUMBER AND POSITION OF SHARES
--------------------------------------------------------- ------------
<S> <C>
Randall C. Fowler........................................ 50,000
Chairman, President and Chief Executive Officer
Harrison N. Walther...................................... 45,000
President and Chief Executive Officer of ANADAC, Inc.
James P. Scullion........................................ 50,000
Executive Vice President, Chief Operating Officer,
Chief Financial Officer and Secretary
Daniel F. Maase.......................................... 25,000
Senior Vice President, Engineering and Chief Technology
Officer
Gary L. Cauble........................................... 15,000
Vice President, Manufacturing
All executive officers as a group........................ 225,000
All directors who are not executive officers as a
group.................................................. --
All employees and consultants (other than executive
officers) as a group................................... 708,350
</TABLE>
DESCRIPTION OF THE INCENTIVE PLAN
The Incentive Plan is intended to strengthen the Company by providing
selected eligible key employees of, and consultants to, the Company an
opportunity to participate in the Company's future by offering them an
opportunity to acquire stock in the Company so as to retain, attract and
motivate them. Administration of the Incentive Plan may either be by the Board
or a Committee of the Board (in either case, the "Committee"). The Committee may
select key employees, including executive officers, or consultants to receive
awards under the Incentive Plan and has broad discretion to determine the amount
and type of awards and terms and conditions of the awards. However, the
Committee may not grant, in any one fiscal year, awards covering more than
200,000 shares of common stock to any executive officer whose compensation is
required to be disclosed under Item 402 of Regulation S-K. Individual grants
will generally be based on a person's present and
10
<PAGE> 13
potential contribution to the Company. As of June 30, 1997, the Company had
approximately 360 employees eligible to participate in the Incentive Plan. Since
the grant of awards is based upon a determination made by the Committee after a
consideration of various factors, the Company currently cannot determine the
nature and amount of any awards that will be granted in the future to any
eligible individual or group of individuals.
Awards may be granted in the form of incentive stock options ("ISOs")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), NQOs (each ISO or NQO, an "Option," and collectively,
"Options"), restricted stock ("Restricted Stock"), stock purchase rights ("Stock
Purchase Rights") or performance shares ("Performance Shares"). Any award may be
granted either alone or in addition to other awards granted under the Incentive
Plan. The Committee may condition the grant of the award upon the attainment of
specified Company, group or division performance goals or other criteria, which
need not be the same for all participants. No award may be granted under the
Incentive Plan on or after July 5, 2005, but outstanding awards may extend
beyond that date.
Options. Options granted under the Incentive Plan may be ISOs or NQOs. The
exercise price of ISOs may not be less than the fair market value of the shares
subject to the Option on the date of grant. The exercise price of NQOs must be
at least 85 percent of the fair market value of the shares subject to the Option
on the date of grant. The term of any ISO granted under the plan may not exceed
ten years and the term of any NQO may not exceed fifteen years. Certain other
limitations are also applicable to ISOs in order to take advantage of the
favorable tax treatment that may be available for ISOs.
Restricted Stock. Restricted Stock awards consist of non-transferable
shares of common stock of the Company. The Committee may provide for the lapse
of the transfer restrictions over a period of not more than ten years or may
accelerate or waive such restrictions, in whole or in part, based on service,
performance or other criteria determined by the Committee.
Stock Purchase Rights. Stock Purchase Rights consist of a grant to purchase
common stock at a purchase price of not less than 85 percent of the fair market
value of the common stock on the grant date. Stock Purchase Rights are generally
exercisable for a period of up to 30 days after the grant date.
Performance Shares. Performance Shares are shares of common stock issuable
upon the attainment of performance criteria. At the time of a grant, the
Committee will determine the number of shares of common stock to be awarded at
the end of the performance period if and to the extent that the specified
performance targets are met. The consideration payable by a participant with
respect to a Performance Share award will be determined by the Committee but may
not exceed 50 percent of the fair market value of the common stock on the date
of grant. The Committee will determine the performance period, the performance
objectives to be used in granting the awards and the extent to which awards have
been earned. Performance periods may overlap, and participants may be awarded
Performance Shares having different performance criteria. Performance Share
awards may be payable in cash or stock, at the discretion of the Committee, and
may bear interest or earn dividends.
The consideration payable for, upon exercise of, or for tax payable in
connection with, an award may be paid in cash, by promissory note of the
participant or by delivery of other property, including securities of the
Company, as authorized by the Committee. The Company generally will not receive
any consideration upon the grant of any awards, although the Incentive Plan
provides that consideration may be payable with respect to the grant of
Performance Shares. Awards generally may be exercised at any time within three
months after a participant's employment by, or consulting relationship with, the
Company terminates (but, only to the extent exercisable or payable at the time
of termination). If termination is due to the participant's death, retirement or
disability, the award may be exercised for two years thereafter. Shares issued
under an award may be subject to a right of repurchase by the Company. No award
shall be assignable or otherwise transferable by a participant other than by
will or by the laws of descent and distribution.
The Committee may adjust the performance goals and measurements applicable
to awards. The Committee also may waive in whole or in part any or all
restrictions, conditions, vesting or forfeiture with respect to any award
granted under the Incentive Plan.
11
<PAGE> 14
The Board may amend, alter or discontinue the Incentive Plan or any award
at any time, except that the consent of a participant is required if the
participant's rights under an outstanding award would be impaired. In addition,
to the extent required for the Incentive Plan to satisfy the conditions of Rule
16b-3 under the Exchange Act or, with respect to provisions solely as they
relate to ISOs, to the extent required for the Incentive Plan to comply with
Section 422 of the Code, the shareholders of the Company must approve any
amendment, alteration or discontinuance of the Incentive Plan that would (i)
increase the total number of shares reserved under the Incentive Plan, (ii)
change the minimum price terms for Option exercise, (iii) change the class of
employees, non-employee directors and consultants eligible to participate in the
Incentive Plan, (iv) extend the maximum option exercise period or (v) materially
increase the benefits accruing to participants under the Incentive Plan.
The Incentive Plan constitutes an unfunded plan for incentive and deferred
compensation. The Committee may authorize the creation of trusts or arrangements
to meet the obligations under the Incentive Plan to deliver stock or make
payments.
In the event of a "change in control" of the Company, as defined in the
Incentive Plan, the Board may, subject to certain limitations, accelerate the
vesting provisions of awards or may cash out the awards. A "change in control"
is defined to include the acquisition of 20 percent or more of the voting power
of the Company's outstanding stock, a proxy solicitation for one or more
directors without support of the then current Board, a dissolution or
liquidation of the Company and certain asset sales, mergers or reorganizations
or other changes in ownership of the Company's assets or stock.
FEDERAL INCOME TAX CONSEQUENCES
For a discussion of the federal income tax consequences of awards issued
pursuant to the Incentive Plan, see "Certain Federal Income Tax Consequences"
below.
PROPOSAL
Shareholders are being asked to approve the amendment to the Incentive
Plan. The affirmative vote of the holders of a majority of the outstanding
shares of the common stock of the Company represented and voting at the Annual
Meeting is required to adopt the amendment to the Incentive Plan.
BOARD RECOMMENDATION
The Board recommends a vote "FOR" approval of the proposal.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
THE FOLLOWING SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES IS BASED UPON
EXISTING STATUTES, REGULATIONS AND INTERPRETATIONS THEREOF. THE APPLICABLE RULES
ARE COMPLEX, AND INCOME TAX CONSEQUENCES MAY VARY DEPENDING UPON THE PARTICULAR
CIRCUMSTANCES OF EACH PLAN PARTICIPANT. THIS PROXY STATEMENT DESCRIBES FEDERAL
INCOME TAX CONSEQUENCES OF GENERAL APPLICABILITY, BUT DOES NOT PURPORT TO
DESCRIBE PARTICULAR CONSEQUENCES TO EACH INDIVIDUAL PLAN PARTICIPANT OR FOREIGN,
STATE OR LOCAL INCOME TAX CONSEQUENCES, WHICH MAY DIFFER FROM THE UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES.
INCENTIVE STOCK OPTIONS
Awards; Exercise. ISOs are intended to constitute "incentive stock options"
within the meaning of Section 422 of the Code. ISOs may be granted only to
employees of the Company (including directors who are also employees). The
recipient of an Option (the "Optionee") does not recognize taxable income upon
either the grant or exercise of an ISO. However, the excess of the fair market
value of the shares purchased upon exercise over the Option exercise price (the
"Option Spread") is includable in the Optionee's
12
<PAGE> 15
"alternative minimum taxable income" ("AMTI") for purposes of the alternative
minimum tax ("AMT").
The Option Spread is generally measured on the date of exercise and is
includable in AMTI in the year of exercise. Special rules regarding the time of
AMTI inclusion may apply for shares subject to a repurchase right or other
"substantial risk of forfeiture" (including, in the case of each person subject
to the reporting requirements of Section 16 of the Exchange Act, certain
limitations on resale of shares imposed under Section 16(b) of the Exchange
Act). In addition, when stock is acquired subject to a "substantial risk of
forfeiture", an Optionee's holding period for purposes of determining whether
any capital gain or loss on sale is long-term will generally not begin until the
restriction lapses or the Optionee files an election under Section 83(b) of the
Code (a "Section 83(b) Election").
Sale of Option Shares. If an Optionee holds the shares purchased under an
ISO for at least two years from the date the ISO was granted and for at least
one year from the date the ISO was exercised, any gain from a sale of the shares
other than to the Company should be taxable as long term capital gain. Under
these circumstances, the Company would not be entitled to a tax deduction at the
time the ISO was exercised or at the time the stock was sold. If an Optionee
were to dispose of stock acquired pursuant to an ISO before the end of the
required holding periods (a "Disqualifying Disposition"), the amount by which
the market value of the stock at the time the ISO was exercised exceeded the
exercise price (or, if less, the amount of gain realized on the sale) would be
taxable as ordinary income, and the Company would be entitled to a corresponding
tax deduction. Such income is subject to information reporting requirements and
may become subject to withholding. Gain from a Disqualifying Disposition in
excess of the amount required to be recognized, as ordinary income is capital
gain. Optionees are required to notify the Company immediately prior to making a
Disqualifying Disposition. If stock is sold to the Company rather than to a
third party, the sale may not produce capital gain or loss. But will constitute
a redemption of such shares, which could be taxable as a dividend unless the
redemption is "not essentially equivalent to a dividend" within the meaning of
the Code.
Exercise With Stock. If an Optionee pays for ISO shares with shares of the
Company acquired under an ISO or a qualified employee stock purchase plan
("statutory option stock"), the tender of shares is a Disqualifying Disposition
of the statutory option stock if the above described (or other applicable)
holding periods respecting those shares have not been satisfied. If the holding
periods with respect to the statutory option stock are satisfied, or the shares
were not acquired under a statutory stock option of the Company, then any
appreciation in value of the surrendered shares is not taxable upon surrender.
Special basis and holding period rules apply where previously-owned stock is
used to exercise an ISO.
NONQUALIFIED STOCK OPTIONS
Award; Exercise. An Optionee is not taxable upon the award of a NQO.
Federal income tax consequences upon exercise will depend upon whether the
shares thereby acquired are subject to a "substantial risk of forfeiture." If
the shares are not subject to a substantial risk of forfeiture, or if they are
so restricted and the Optionee files a Section 83(b) Election with respect to
the shares, the Optionee will have ordinary income at the time of exercise
measured by the Option Spread on the exercise date. The Optionee's tax basis in
the shares will be the share's fair market value on the date of exercise, and
the holding period for purposes of determining whether capital gain or loss upon
sale is long- or short-term also will begin on that date. If the shares are
subject to a substantial risk of forfeiture and no Section 83(b) Election is
filed, the Optionee will not be taxable upon exercise, but instead will have
ordinary income, on the date the restrictions lapse, in an amount equal to the
difference between the amount paid for the shares under the Option and the
share's fair market value as of the date of lapse; in addition, the Optionee's
holding period will begin on the date of lapse.
Whether or not the shares are subject to a substantial risk of forfeiture,
the amount of ordinary income taxable to an Optionee who was an employee at the
time of grant constitutes "supplemental wages" subject to withholding of income
and employment taxes by the Company, and the Company receives a corresponding
income tax deduction.
13
<PAGE> 16
Sale of Option Shares. Upon sale, other than to the Company, of shares
acquired under a NQO, an Optionee generally will recognize capital gain or loss
to the extent of the difference between the sale price and the Optionee's tax
basis in the shares, which will be long-term gain or loss if the employee's
holding period in the shares is more than one year. If stock is sold to the
Company rather than to a third party, the sale may not produce capital gain or
loss. But will constitute a redemption of such shares, which could be taxable as
a dividend unless the redemption is "not essentially equivalent to a dividend"
within the meaning of the Code.
Exercise with Stock. If an Optionee tenders common stock (other than
statutory option stock -- see above) to pay all or part of the exercise price of
a NQO, the Optionee will not have a taxable gain or deductible loss on the
surrendered shares. Instead, shares acquired upon exercise that are equal in
value to the fair market value of the shares surrendered in payment are treated
as if they had been substituted for the surrendered shares, taking as their
basis and holding period the basis and holding period that the Optionee had in
the surrendered shares. The additional shares are treated as newly acquired with
a zero basis.
If the surrendered shares are statutory option stock as described above
under "Incentive Stock Options", with respect to which the applicable holding
period requirements for favorable income tax treatment have not expired, then
the newly acquired shares substituted for the statutory option shares should
remain subject to the federal income tax rules governing the surrendered shares,
but the surrender should not constitute a "disqualifying disposition" of the
surrendered stock.
RESTRICTED STOCK
Upon receipt of Restricted Stock, a recipient generally has taxable income
in the amount of the excess of the then fair market value of the common stock
over any consideration paid for the Common Stock (the "spread"). However, if the
common stock is subject to a "substantial risk of forfeiture" (described under
"Incentive Stock Options," above) and the recipient does not make a Section
83(b) Election, the recipient will have taxable income upon lapse of the risk of
forfeiture, rather than at receipt, in an amount equal to the spread on the date
of lapse. The taxable income constitutes supplemental wages subject to income
and employment tax withholding, and the Company receives a corresponding income
tax deduction. Supplemental wages are subject to federal income tax withholding
at a rate of 28 percent. The consequences upon sale or disposition of Restricted
Stock generally are the same as for common stock acquired under a NQO (see
above).
PERFORMANCE SHARES
Depending on the exact terms of an award of Performance Shares, the Award
could be treated for tax purposes in the same manner as a Restricted Stock
Award, i.e., as receipt of property, subject to restrictions.
STOCK PURCHASE RIGHTS
The tax treatment of Stock Purchase Rights is identical to that of NQOs, as
described above.
SPECIAL FEDERAL INCOME TAX CONSIDERATION DUE TO SHORT SWING PROFIT RULE
The potential liability of a person subject to Section 16 of the Exchange
Act to repay short-swing profits from the resale of shares acquired under a
Company plan constitutes a "substantial risk of forfeiture" within the meaning
of the above-described rules, which is treated as lapsing at such time as the
potential liability under Section 16 lapses. Persons subject to Section 16 who
would be required by Section 16 to repay profits from the immediate resale of
stock acquired under a Company plan should consider whether to file a Section
83(b) Election at the time they acquire stock under a Company plan in order to
avoid deferral of the date that they are deemed to acquire shares for federal
income tax purposes.
3. RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Price Waterhouse LLP, independent
accountants, to audit the consolidated financial statements of the Company for
the fiscal year ending June 30, 1998, and recommends
14
<PAGE> 17
that shareholders vote "FOR" ratification of such appointment. It is anticipated
that a representative of Price Waterhouse LLP will be present at the Annual
Meeting with the opportunity to make a statement and to respond to appropriate
questions.
4. OTHER MATTERS
Management knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
Company that the persons named in the enclosed form of proxy vote the shares
they represent as Management may recommend.
Dated September 24, 1997
THE BOARD OF DIRECTORS
15
<PAGE> 18
PROXY
FOR THE SHARES OF
IDENTIX INCORPORATED
A CALIFORNIA CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Common Stock of Identix Incorporated (the
"Company") hereby revokes all previous proxies, acknowledges receipt of the
notice of the shareholders' meeting to be held on October 30, 1997, and
appoints Randall C. Fowler and James P. Scullion, and each of them, as proxy of
the undersigned with power of substitution and revocation, to vote and
otherwise represent all the shares of the undersigned at said meeting and any
adjournment or postponement thereof with the same effect as if the undersigned
were present and voting the shares. The shares represented by this proxy shall
be voted as specified on the reverse side. If no choice is indicated, the
shares will be voted FOR all proposals.
(CONTINUED ON OTHER SIDE)
- --------------------------------------------------------------------------------
-FOLD AND DETACH HERE-
<PAGE> 19
Please mark
your vote as [X]
indicated in
the example.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1. TO ELECT DIRECTORS FOR WITHHOLD 3. To ratify the appointment FOR AGAINST ABSTAIN
Nominees: Randall C. Fowler, ? nominees ? AUTHORITY of Price Waterhouse LLP as [ ] [ ] [ ]
Patrick M. Morton, Randall except as to to vote for the independent accountants of
Hawks, Jr., Fred U. Sutter, the contrary nominees listed the Company for the fiscal FOR AGAINST ABSTAIN
Larry J. Wells, Harrison N. year ending June 30, 1998, [ ] [ ] [ ]
Walther, Ed Zschau and
(INSTRUCTION: To withhold authority 4. To transact such other
to vote for any nominee, write the business as may properly
nominees name in the space provided come before the meeting
below.) or any adjournment thereof.
- -----------------------------------
2. To approve an amendment to the FOR AGAINST ABSTAIN
Identix Incorporated Equity [ ] [ ] [ ]
Incentive Plan described in the
Company's proxy statement. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, YOU ARE URGED TO MARK, SIGN, DATE,
AND PROMPTLY RETURN THIS PROXY, USING THE
ENCLOSED ENVELOPE.
Date and sign exactly as name(s) appear(s) on this proxy. If signing for estates, trusts, corporations, or other entities, title or
capacity should be stated. If shares are held jointly, each holder should sign.
Signature _________________________________________________________________________________________ Date __________________________
Signature _________________________________________________________________________________________ Date __________________________
- -----------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
