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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 10)
IDENTIX INCORPORATED
(Name of Issuer)
COMMON STOCK (NO PAR VALUE)
(Title of Class of Securities)
451906101
(CUSIP Number)
Identix Incorporated
510 N. Pastoria Avenue Sunnyvale, CA 94086
Attn: Chief Financial Officer (408) 739-2000
Christopher M. Wells, Esq., Coudert Brothers, 1114 Avenue of the Americas
New York, New York 10036 (212) 626-4400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 1998
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the
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purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
Page 1 of 9 Pages
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CUSIP No. 451906101 Page 2 of 9 Pages
---------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ascom Holding AG
2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |_|
3 SEC Use Only
4 Source of Funds*
00
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
6 Citizenship or Place of Organization
Switzerland
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,715,024
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,715,024
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
|_|
13 Percent of Class Represented By Amount in Row (11)
15.6%
14 Type of Reporting Person*
CO
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CUSIP No. 451906101 Page 3 of 9 Pages
---------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ascom USA Inc.
2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |_|
3 SEC Use Only
4 Source of Funds*
00
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,715,024
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,715,024
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
|_|
13 Percent of Class Represented By Amount in Row (11)
15.6%
14 Type of Reporting Person*
CO
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This Tenth Amended Statement to the initial Schedule 13D filed with the
Securities and Exchange Commission on behalf of Ascom Hasler Ltd. on September
12, 1988, the First Amendment to Schedule 13D filed on October 25, 1988, the
Second Amendment to Schedule 13D filed on December 23, 1988, the Third Amendment
to Schedule 13D filed on March 23, 1989, the Fourth Amendment to Schedule 13D
filed on December 13, 1989, the Fifth Amendment to Schedule 13D filed on July
24, 1990, the Sixth Amendment to Schedule 13D filed on December 26, 1990, the
Seventh Amendment to Schedule 13D filed on August 13, 1992, the Eighth Amendment
to Schedule 13D filed on March 30, 1994, and the Ninth Amendment to Schedule 13D
filed on July 19, 1996, all of which are incorporated by reference herein and
are referred to collectively herein as the "Prior Filings," is being filed
pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended, on
behalf of Ascom Holding AG ("Ascom AG") and Ascom USA Inc. ("Ascom USA" and,
together with Ascom AG, sometimes collectively referred to herein as the
"Reporting Persons"). Unless otherwise stated herein, all capitalized terms used
in this Tenth Amended Statement have the same meanings as those set forth in the
Prior Filings.
Item 1. Security and Issuer.
Item 1 is hereby amended as follows:
The security to which this statement relates is the common
stock, no par value, of Identix Incorporated, a California
corporation ("Identix" or the "Issuer"). The Issuer's
principal executive offices are located at 510 N.
Pastoria Avenue, Sunnyvale, California 94086.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Item 4 is hereby supplemented as follows:
The Reporting Persons effected the following dispositions of the
Issuer's Common Stock in open market transactions: (i) 10,000 shares at
$7.17688 per share on May 7, 1998; (ii) 4,700 shares at $7.125 per
share on May 8, 1998; (ii) 17,400 shares at $7.02443 per share on May
11, 1998; (iv) 14,000 shares at $7.01473 per share on May 12, 1998; (v)
9,700 shares at $7.0 per share on May 13, 1998; (vi) 39,800 shares at
$7.05245 per share on May 14, 1998; (vii) 6,300 shares at $7.0 per
share on May 15, 1998; (viii) 11,500 shares at $8.41848 per share on
July 23, 1998; (ix) 12,500 shares at $8.015 per share on July 24, 1998;
(x) 3,000 shares at $8.25 per share on July 31, 1998; (xi) 47,000
shares at $9.61170 per share on November 19,
Page 4 of 9 Pages
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1998; (xii) 33,000 shares at $9.76884 per share on November 19, 1998;
(xiii) 7,000 shares at $9.91964 per share on November 20, 1998; (xiv)
15,000 shares at $9.08333 per share on November 25, 1998; (xv) 35,000
shares at $9.5 per share on November 27, 1998; (xvi) 30,000 shares at
$9.95833 per share on November 30, 1998; (xvii) 14,900 shares at
$9.61661 per share on December 1, 1998; (xviii) 5,000 shares at $9.5
per share on December 2, 1998; (xix) 3,000 shares at $9.5 per share on
December 7, 1998; (xx) 1,100 shares at $9.125 per share on December 9,
1998; (xxi) 7,400 shares at $9.0 per share on July 15, 1999; (xxii)
6,000 shares at $8.92083 per share on July 16, 1999; (xxiii) 1,600
shares at $8.875 per share on July 19, 1999; (xxiv) 10,900 shares at
$8.835837 per share on July 20, 1999; (xxv) 2,000 shares at $8.3125 per
share on July 21, 1999; (xxvi) 16,000 shares at $7.21484 per share on
July 28, 1999; (xxvii) 10,000 shares at $7.75 per share on July 29,
1999; (xxviii) 10,000 shares at $7.775 per share on July 30, 1999;
(xxix) 7,700 shares at $7.79627 per share on August 2, 1999; (xxx)
5,000 shares at $8.0 per share on August 3, 1999; (xxxi) 11,000 shares
at $7.375 per share on August 5, 1999; (xxxii) 3,400 shares at $7.47794
per share on August 6, 1999; (xxxiii) 41,000 shares at $7.14482 per
share on August 10, 1999; and (xxxiv) 10,900 shares at $7.18807 per
share on August 11, 1999 (collectively, the "Share Disposition
Transactions").
Except as described herein and as set forth in the Prior Filings, the
Reporting Persons have no present plans or proposals which may relate
to the types of changes or transactions described in clauses (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby supplemented as follows:
(a)
and (b). As a result of the Share Disposition Transactions, the aggregate number
of shares and percentage of Common Stock of the Issuer beneficially
owned by the Reporting Persons, as well as the number of shares as to
which there is sole power to vote or direct the vote, shared power to
vote or direct the vote, sole power to dispose or direct the
disposition, or shared power to dispose or direct the disposition of
the Reporting Persons are as follows:
<TABLE>
<CAPTION>
Person No of Shares Percentage Power to Vote(1) Power to Dispose
Beneficially of Class ----------------------- -------------------------
Owned
------------ ----------
Sole Shared Sole Shared
------- -------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Ascom USA 4,715,024 15.6% 0 0 4,715,024 0
Ascom AG(2) 4,715,024 15.6% 0 0 4,715,024 0
</TABLE>
Page 5 of 9 Pages
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(1) The Common Stock is subject to a voting trust described in
Prior Filings pursuant to which Ascom USA has no voting power
except to cast votes regarding certain extraordinary corporate
events.
(2) Since Ascom USA is 100% owned by Ascom AG, Ascom AG is also
the beneficial owner of the Common Stock directly owned
by Ascom USA.
(c) The Reporting Persons effected the following dispositions of
the Issuer's Common Stock in open market transactions: (i)
7,400 shares at $9.0 per share on July 15, 1999; (ii) 6,000
shares at $8.92083 per share on July 16, 1999; (iii) 1,600
shares at $8.875 per share on July 19, 1999; (iv) 10,900
shares at $8.835837 per share on July 20, 1999; (v) 2,000
shares at $8.3125 per share on July 21, 1999; (vi) 16,000
shares at $7.21484 per share on July 28, 1999; (vii) 10,000
shares at $7.75 per share on July 29, 1999; (viii) 10,000
shares at $7.775 per share on July 30, 1999; (ix) 7,700 shares
at $7.79627 per share on August 2, 1999; (x) 5,000 shares at
$8.0 per share on August 3, 1999; (xi) 11,000 shares at $7.375
per share on August 5, 1999; (xii) 3,400 shares at $7.47794
per share on August 6, 1999; (xiii) 41,000 shares at
$7.14482 per share on August 10, 1999; and (xiv) 10,900 shares
at $7.18807 per share on August 11, 1999.
Except as set forth in this Tenth Amended Statement, neither
the Reporting Persons nor, to the best of their knowledge and
belief, any officer, director or controlling person of the
Reporting Persons has effected any transactions in the
Issuer's common stock during the past sixty (60) days.
Item 7. Material to be filed as Exhibits.
Item 7 is hereby supplemented as follows:
Exhibit Description
------- -----------
1. Joint Filing Agreement, dated August 11,
1999, between Ascom AG and Ascom USA.
Page 6 of 9 Pages
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SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 11, 1999
ASCOM USA INC.
By: /s/ Norbert Weissberg
-------------------------
Name: Norbert Weissberg
Title: President
ASCOM HOLDING AG
By: /s/ Markus Zimmermann
-------------------------
Name: Markus Zimmermann
Title: First Vice President
Page 7 of 9 Pages
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EXHIBIT INDEX
-------------
Exhibit
- -------
1. Joint Filing Agreement, dated August 11, 1999
between Ascom AG and Ascom USA.
Page 8 of 9 Pages
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EXHIBIT 1
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JOINT FILING AGREEMENT
The undersigned hereby agree that this Statement on Schedule 13D with
respect to the beneficial ownership of shares of Common Stock of Identix
Incorporated is filed jointly, on behalf of each of them.
Dated: August 11, 1999
ASCOM HOLDING AG
By: /s/ Markus Zimmermann
-----------------------------------
Name: Markus Zimmermann
Title: First Vice President
ASCOM USA INC.
By: /s/ Norbert Weissberg
-----------------------------------
Name: Norbert Weissberg
Title: President
Page 9 of 9 Pages
