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As filed with the Securities and Exchange Commission on May 6, 1999
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)
Delaware 94-2842496
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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)
James P. Scullion, President and Chief Financial 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)
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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:
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
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, $.01 par value 1,700,000 $9.125 $15,512,500 $4,313
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</TABLE>
(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 April 29, 1999.
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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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been file 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 buy nor shall there by 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 ______________, 1999
PROSPECTUS
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IDENTIX INCORPORATED
1,700,000 Shares
Common Stock
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The stockholder of Identix identified on page 10 may offer and sell the
shares covered by this prospectus from time to time. The selling stockholder
will receive all of the proceeds from the sale of the shares and will pay all
underwriting discounts and selling commissions, if any, applicable to the sale
of the shares. Identix will pay the expenses of registration of the sale of the
shares.
Our common stock trades on the AMEX under the symbol "IDX". On April 30, 1999,
the last reported sale price of our common stock on AMEX was $9.875 per share.
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BEGINNING ON PAGE 2, WE HAVE LISTED SEVERAL "RISK FACTORS" WHICH YOU SHOULD
CONSIDER. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY BEFORE YOU MAKE YOUR
INVESTMENT DECISION.
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The Securities and Exchange Commission and state regulatory authorities
have not approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is ___________, 1999
<PAGE>
RISK FACTORS
YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS, ALONG WITH THE
OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, IN
DECIDING WHETHER TO INVEST IN OUR SHARES. THESE FACTORS, AMONG OTHERS, MAY CAUSE
ACTUAL RESULTS, EVENTS OR PERFORMANCE TO DIFFER MATERIALLY FROM THOSE EXPRESSED
IN ANY FORWARD-LOOKING STATEMENTS MADE IN THIS PROSPECTUS.
All of our product revenues are derived from the sale of biometric products and
our business will not grow unless the market for biometric products expands both
domestically and internationally.
Biometric products have not gained widespread commercial acceptance. We cannot
accurately predict the future growth rate, if any, or the ultimate size of the
biometric technology market. The expansion of the market for our products
depends on a number of factors including:
. the cost, performance and reliability of our products and products of
competitors
. customers' perception of the perceived benefit of these products
. public perceptions of the intrusiveness of these products and the manner in
which firms are using the fingerprint information collected
. public perceptions regarding the confidentiality of private information
. customers' satisfaction with our products
. marketing efforts and publicity regarding these products.
Certain groups have publicly objected to the use of biometric products for some
applications on civil liberties grounds and legislation has been proposed to
regulate the use of biometric security products.
Even if biometric markets develop, our products may not gain wide market
acceptance.
We face intense competition from other biometric identification providers as
well as traditional identification and security systems providers.
A significant number of established and startup companies are developing and
marketing software and hardware for fingerprint biometric security applications
that could compete directly with our biometric security products. Some of these
companies are developing semiconductor or optically-based direct contact
fingerprint image capture devices. Other companies are developing and marketing
other methods of biometric identification such as retinal blood vessel or iris
pattern, hand geometry, voice and facial structure. If one or more of these
approaches were widely adopted, it would significantly reduce the potential
market for our products.
Our biometric security products also compete with non-biometric technologies
such as traditional key, card, surveillance systems and passwords.
Our biometric imaging products face intense competition from a limited number of
competitors who are actively engaged in developing and marketing livescan
products, including Digital Biometrics, Inc., Heimann Biometric Systems GmbH and
Printrak International Inc.
We expect competition to increase as other companies introduce products that are
competitively priced, that may have increased performance or functionality or
that incorporate technological advances not yet developed or implemented by us.
Some present and potential competitors have financial, marketing and research
resources substantially greater than ours. In order to compete effectively in
this
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environment, we must continually develop and market new and enhanced products at
competitive prices and must have the resources available to invest in
significant research and development activities.
In our services business, we face substantial competition from professional
services providers of all sizes in the government marketplace.
ANADAC is increasingly being required to bid on firm fixed price 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 highly qualified personnel or align with technology leaders, we
may lose our ability to compete successfully in the services business.
The biometrics industry is characterized by rapid technological change and
evolving industry standards which could render existing products obsolete.
Our future success will depend upon our ability to develop and introduce a
variety of new products and product enhancements to address the changing,
sophisticated needs of the marketplace. Material delays in introducing new
products and enhancements or the failure to offer innovative products at
competitive prices may cause customers to forego purchases of our products and
purchase those of our competitors.
Our revenues and operating results often vary significantly from quarter to
quarter and may be negatively affected by a number of factors, including the
timing of large orders.
Usually, most of our revenues in a quarter come from a small number of large
orders. Accordingly, revenues in a particular quarter depend on the timing and
size of major orders.
The following are some other reasons why our financial results may fluctuate
from quarter to quarter:
. reduced demand for products caused by a competitor's price reductions or
introduction of new or enhanced products
. changes in the mix of products and services we or our distributors sell
. cancellation, delays or contract amendments by government agency customers
. litigation costs
. expenses related to acquisitions
. other one-time financial charges
. the lack of availability or increase in cost of key components
. economic downturns domestically or internationally.
We also may reduce prices or increase spending in response to competition or to
pursue new market opportunities.
Our products often have a lengthy sales cycle while the customer evaluates and
receives approvals for purchase. If after expending significant funds and effort
we fail to receive an order, a severe negative impact on our financial results
and stock price could result. It is difficult to predict accurately the sales
cycle of any large order. If we do not ship one or more large orders as
forecasted for a fiscal quarter, our total revenues and operating results for
that quarter could be materially and adversely affected.
Further, the lead time for ordering parts and materials and building our
products can be many months. As a result, we must order parts and materials and
build our products based on forecasted demand. If demand for our products lags
significantly behind our forecasts, we may produce more products than we can
sell, which can result in cash flow problems and write-offs or write-downs of
obsolete inventory.
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We derive a majority of our revenue from government contracts which are often
non-standard, involve competitive bidding and may be subject to cancellation
without penalty.
Government contracts frequently include provisions that are not standard in
private commercial transactions. For example, government contracts may include
bonding requirements and provisions permitting the purchasing agency to cancel
the contract without penalty in certain circumstances. As public agencies, our
prospective customers are also subject to public agency contract requirements
that vary from jurisdiction to jurisdiction. Some of these requirements may be
onerous or impossible to satisfy.
In addition, public agency contracts are frequently awarded only after formal
competitive bidding processes, which have been and may continue to be
protracted, and typically impose provisions that permit cancellation in the
event that funds are unavailable to the public agency. There is a risk that we
may not be awarded any of the contracts for which our products are bid or, if
awarded, that substantial delays or cancellations of purchases may follow as a
result of protests initiated by losing bidders. In addition, local government
agency contracts may be contingent upon availability of matching funds from
state or federal entities.
During fiscal 1998, we derived approximately 89% of our services revenue
directly from contracts relating to the Department of Defense and other U.S.
Government agencies. The loss of a material government contract due to budget
cuts or otherwise could have a severe negative impact on our financial results
and stock price.
During fiscal 1998, we derived approximately 68% of our services revenue from
time and materials contracts and firm-fixed-price contracts. We assume certain
performance risk on these contracts. If we fail to estimate accurately ultimate
costs or to control costs during performance of the work, our profit margins may
be reduced and we may suffer losses. In addition, revenues generated from
government contracts are subject to audit and subsequent adjustment by
negotiation with representatives of the government agencies. The Defense
Contract Audit Agency has completed an audit of ANADAC for the period from July
1, 1992 to June 30, 1995. We believe that the results of this audit will not
result in a material adjustment of revenues, but there is a risk that
significant adjustments could be required.
We rely on marketing partners to distribute our products and may be adversely
affected if those parties do not actively promote our products or pursue
installations which use our equipment.
A significant portion of our product revenues come from sales to marketing
partners including OEMs, systems integrators, distributors and resellers. Some
of these relationships are formalized in agreements; however, the agreements are
often terminable with little or no notice and subject to periodic amendment. We
cannot control the amount and timing of resources that our marketing partners
devote to activities on our behalf.
We intend to continue to seek strategic relationships to distribute and sell
certain of our products. We, however, may not be able to negotiate acceptable
distribution relationships in the future and cannot predict whether current or
future distribution relationships will be successful.
Loss of sole or limited source suppliers may result in delays or additional
expenses.
We obtain certain components for our products from a single source or a limited
group of suppliers. We do not have long term agreements with any of our
suppliers. We will experience delays in manufacturing and shipping of products
to customers if we lose these sources or if supplies from these sources are
delayed.
As a result, we may be required to incur additional development and other costs
to establish alternative sources of supply. It may take several months to locate
alternative suppliers, if required, or to re-tool our products
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to accommodate components from different suppliers. We cannot predict if we will
be able to obtain replacement components within the time frames we require 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 severe negative impact on our financial
results and stock price.
The success of our strategic plan to pursue sales in international markets may
be limited by risks related to international trade and marketing.
During fiscal 1998, we derived 18% of our net product revenues from
international sales. We currently have offices overseas in Australia, Singapore,
Brazil and Switzerland. There is a risk that we may not be able to market, sell
and deliver our products in foreign countries. Our net product revenues
attributable to international sales declined by 55% in the three months ended
December 31, 1998 from the three months ended December 31, 1997, mainly due to a
decline in sales resulting from economic instability in Asia.
In addition to the uncertainty as to our ability to maintain and expand our
international presence, there are certain risks inherent in foreign operations,
including:
. regional economic conditions
. delays in or prohibitions on exporting products resulting from export
restrictions for certain products and technologies, including "crime control"
products and encryption technology
. fluctuations in foreign currencies and the U.S. dollar
. loss of revenue, property and equipment from expropriation, nationalization,
war, insurrection, terrorism and other political risks
. the overlap of different tax structures
. seasonal reductions in business activity
. risks of increases in taxes and other government fees
. involuntary renegotiation of contracts with foreign governments.
In addition, foreign laws treat the protection of proprietary rights differently
from laws in the United States and may not protect our proprietary rights to the
same extent as U.S. laws.
We may need to raise additional debt or equity financing in the next twelve
months.
As of December 31, 1998, we had $19,716,000 in working capital, which included
$2,418,000 in cash and cash equivalents. In addition, we had $5,029,000
available under our bank line of credit, which expires in December 1999. The
availability under this line of credit was reduced by $1,500,000 in February
1999 when we provided a standby letter of credit to Identicator Technology.
ANADAC had $4,407,000 available under its bank line of credit, which expires in
March 2000. We may need to raise additional debt or equity financing in the next
12 months if current sources of capital are not sufficient to finance our
operations or if our lines of credit are not renewed or if we fail to obtain a
waiver of any covenant breaches under our lines of credit. We were in default of
certain covenants at December 31, 1998 and March 31, 1999 for which waivers were
obtained. We may not be able to obtain additional equity or debt financing on
terms that are not excessively dilutive to existing stockholders or more costly
than existing sources of debt financing.
The selling stockholder owns a significant portion of our stock and may delay or
prevent a change in control or adversely affect the stock price through sales in
the open market.
As of April 30, 1999, the selling stockholder beneficially owned approximately
17.5% of our outstanding common stock. This concentration of ownership may delay
or prevent a change in control of Identix. Ascom deposited all of its shares of
Identix common stock into a voting
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trust which expires in 2004. Ascom has preemptive rights with respect to
issuances of Identix securities and registration rights with respect to the
securities it holds. If Ascom sells a significant number of our shares in the
open market pursuant to this prospectus or otherwise, our common stock price may
be adversely affected. In addition, we may not be able to obtain additional
financing on favorable terms in the future because of Ascom's preemptive rights
and registration rights.
We may experience unanticipated expenses and other problems related to Year 2000
issues.
Year 2000 problems are caused by computer systems that only use a two-digit year
value and, accordingly, will be subject to error or failure when the year 2000
arrives. We have a program for evaluating and addressing risks related to the
Year 2000 that is described under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our most recent Form 10-Q. The
Year 2000 problem is pervasive and complex and there is a risk that we have not
identified all of the Year 2000 issues that may affect us or that our remedial
efforts do not adequately address identified Year 2000 problems. Our products
are used in systems that perform a number of critical functions. For example,
the biometric security products are used to verify individual identity in a
number of high risk situations such as prisons and airports. The biometric
security products are also used to protect computer data and to verify
commercial transactions, such as the authorization of money transfers by bank
personnel. Although we believe that we should not have liability for a system
failure relating to the Year 2000, any failure in these or other critical
applications could potentially require us to expend substantial resources to
assist in remediating the failure or result in litigation to ascertain liability
or recover costs.
Our products are complex and may contain undetected or unresolved defects when
sold or may not meet customer's performance criteria.
Performance failure may cause loss of market share, delay in or loss of market
acceptance, additional warranty expense or product recall. The negative effects
of any failure could be exacerbated if the failure occurred in products that
provide personal security, secure sensitive computer data, authorize significant
financial transactions or perform other functions where a security breach could
have significant consequences.
If a product fails to meet performance criteria, we may delay recognizing
revenue associated with a product and face higher operating expenses during the
period required to correct the defects. There is a risk that for unforeseen
reasons we may be required to repair or replace a substantial number of products
in use or to reimburse customers for products that fail to work or meet strict
performance criteria. We carry product liability insurance, but existing
coverage may not be adequate to cover potential claims.
Failure by us to maintain the proprietary nature of our technology, products and
manufacturing processes would negatively impact our ability to compete
effectively.
We principally rely upon patent, copyright, trade secret and contract law to
establish and protect our proprietary rights. There is a risk that claims
allowed on any patents we hold may not be broad enough to protect our
technology. In addition, our patents may be challenged, invalidated or
circumvented and we cannot be certain that the rights granted thereunder will
provide competitive advantages to us. Moreover, any current or future issued or
licensed patents, trade secrets or know-how may not afford sufficient protection
against competitors with similar technologies or processes, and the possibility
exists that already issued patents may infringe upon or be designed around by
others. In addition, there is a risk that others may independently develop
proprietary technologies and processes, which are the same as, substantially
equivalent or superior to ours.
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There is a risk that we have infringed or in the future will infringe patents
owned by others, that we will need to acquire licenses under patents belonging
to others for technology potentially useful or necessary to us, and that
licenses will not be available to us on acceptable terms, if at all.
We may have to litigate to enforce our patents or to determine the scope and
validity of other parties' proprietary rights. Litigation could be costly and
divert management's attention. An adverse outcome in any litigation may have a
severe negative impact on our financial results and stock price. To determine
the priority of inventions, we 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
us and limitations on the scope or validity of our patents.
We also rely on trade secrets and proprietary know-how which we seek to protect
by confidentiality agreements with our employees, consultants, service providers
and third parties. There is a risk that these agreements may be breached, and
that the remedies available to us may not be adequate. In addition, our trade
secrets and proprietary know-how may otherwise become known to or be
independently discovered by others.
If we fail to adequately manage growth of our business, it could have a severe
negative impact on our financial results or stock price.
We have experienced significant growth recently and believe that in order to be
successful we must grow rapidly. In order to do so, we must expand, train and
manage our 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. In addition, we will be
required to implement and improve operational, financial and management
information procedures and controls. The management skills and systems currently
in place may not be adequate and we may not be able to manage any significant
growth we experience effectively.
We may encounter difficulties in acquiring and effectively integrating
complementary assets and businesses.
As part of our business strategy, we intend to acquire assets and businesses
principally relating to or complementary to our current operations. We acquired
Identicator Technology in fiscal 1999, one company in fiscal 1998 and two
companies in fiscal 1996. These and any other acquisitions by Identix will be
accompanied by the risks commonly encountered in acquisitions of companies.
These risks include, among other things:
. potential exposure to unknown liabilities of acquired companies
. higher than anticipated acquisition costs and expenses
. effects of costs and expenses of acquiring and integrating new businesses on
our operating results and financial condition
. the difficulty and expense of assimilating the operations and personnel of
the companies
. the potential disruption of our ongoing business
. diversion of management time and attention
. failure to maximize our financial and strategic position by the successful
incorporation of acquired technology
. the maintenance of uniform standards, controls, procedures and policies
. loss of key employees and customers as a result of changes in management
. the incurrence of amortization expenses
. possible dilution to our stockholders.
In addition, geographic distances may make integration of businesses more
difficult. We may not be successful in overcoming these risks or any other
problems encountered in connection with any acquisitions.
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Loss of current senior executives and key technical, marketing and sales
personnel would adversely affect our business.
Our personnel may voluntarily terminate their relationship with us at any time,
and competition for qualified personnel, especially engineers, is intense. The
process of locating additional personnel with the combination of skills and
attributes required to carry out our strategy could be lengthy, costly and
disruptive.
We are dependent on the services of certain key personnel, including the
following:
. Randall C. Fowler, Chairman, CEO and founder of Identix, has approximately
thirty years of experience in the biometrics industry and is considered one
of the industry's pioneers.
. James P. Scullion, President and Chief Financial Officer, and Daniel F.
Maase, Vice President, Biometric Imaging Division, have a combined total of
20 years experience with Identix and have a substantial amount of acquired
knowledge regarding Identix and the biometrics industry generally and play a
major role in the execution of Identix's strategic plan.
. Oscar Pieper, President of Identicator Technology, has approximately thirty
years of experience in the biometrics industry and is considered one of the
industry's pioneers.
. Grant Evans, Vice President--Sales and Marketing of Identicator Technology,
has established relationships with major companies and plays a central role
in the company's marketing strategy.
. Yuri Khidekel, Vice President--Software of Identicator Technology, and Yury
Shapiro, Vice President--Hardware of Identicator Technology, serve as key
researchers and developers and are responsible for Identicator Technology's
research and development activities.
If we lose the services of key personnel, it could have a severe negative impact
on our financial results and stock price.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and
other documents with the Securities and Exchange Commission. You may read and
copy any document we file at the SEC's public reference room at Judiciary Plaza
Building, 450 Fifth Street, NW, Room 1024, Washington, D.C. 20549. You should
call 1-800-SEC-0330 for more information on the public reference room. The SEC
maintains an Internet site at http://www.sec.gov where certain information
regarding issuers (including Identix) may be found.
This prospectus is part of a registration statement that we filed with the
SEC (Registration No. 333-______). The registration statement contains more
information than this prospectus regarding Identix and its common stock,
including certain exhibits and schedules. You can get a copy of the registration
statement from the SEC at the address listed above or from its Internet site.
You should rely only on the information contained, or incorporated by
reference, in this prospectus or the registration statement. We have not
authorized anyone to provide you with information different from that contained
in this prospectus. The selling stockholder is offering to sell, and seeking
offers to buy, shares of our common stock only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or of any sale of the shares.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate" into this prospectus information we file
with the SEC in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information may include documents filed after the date of this
prospectus which update and supersede the information you read in this
prospectus. We incorporate by reference the documents listed below, except to
the extent information in those documents is different from the information
contained in this prospectus, and all future documents filed with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until
we terminate the offering of these shares.
1. Identix's Annual Report on Form 10-K/A for the fiscal year ended June
30, 1998;
2. Identix's Quarterly Report on Form 10-Q for the quarter ended September
30, 1998 and on Form 10-Q/A for the quarter ended December 31, 1998;
3. Identix's Current Reports on Form 8-K dated December 16, 1998 and May 4,
1999; and
4. the description of Identix Common Stock in Identix's Registration
Statement (File No. 001-09641) filed pursuant to Section 12 of the Exchange Act
on April 8, 1991, and any amendment or report filed for the purpose of updating
any such description.
You may request a copy of these documents, at no cost, by calling (408) 731-2000
or writing to:
Identix Incorporated
510 North Pastoria Avenue
Sunnyvale, California 94086
Attention: Chief Financial Officer
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SELLING STOCKHOLDER
The following table sets forth the name of the selling stockholder, the
number of shares of common stock owned beneficially by the selling stockholder
as of April 30, 1999 and the number of shares that may be offered pursuant to
this prospectus. This information is based upon information provided by the
selling stockholder. There are currently no agreements, arrangements or
understandings with respect to the sale of any of the shares. The shares are
being registered to permit public secondary trading of the shares, and the
selling stockholder may offer the shares for resale from time to time. The
percentages of ownership set forth in the table are based on 28,415,170 shares
of common stock outstanding on April 30, 1999. The selling stockholder is
controlled by Ascom AG, a Swiss corporation. Identix and the selling
stockholder are parties to a voting trust agreement that expires in 2004 whereby
the selling stockholder has deposited all of the shares into a voting trust.
The voting trustee, who is a member of the Company's Board of Directors, has
voting control of the shares.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Number Owned
Prior to Offering of After Offering
---------------------- Shares ----------------------
Number Percent Offered Number Percent
---------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Ascom USA, Inc. 4,954,924 17.44% 1,700,000 3,254,924 11.45%
</TABLE>
PLAN OF DISTRIBUTION
The selling stockholder may offer its shares at various times in one or
more of the following transactions:
- on AMEX (or any other exchange on which the shares may be listed);
- in the over-the-counter market;
- in negotiated transactions other than on such exchanges;
- in a combination of any of the above transactions.
The selling stockholder may sell its shares at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices. The selling stockholder may use broker-
dealers to sell its shares. The broker-dealers will either receive discounts or
commissions from the selling stockholder, or they will receive commissions from
purchasers of shares.
Under certain circumstances the selling stockholder and any broker-dealers
that participate in the distribution may be deemed to be "underwriters" within
the meaning of the Securities Act. Any commissions received by such broker-
dealers and any profits realized on the resale of shares by them may be
considered underwriting discounts and commissions under the Securities Act. The
selling stockholder may agree to indemnify such broker-dealers against certain
liabilities, including liabilities under the Securities Act.
Under the rules and regulations of the Exchange Act, any person engaged in
the distribution of the resale of shares may not simultaneously engage in market
making activities with respect to Identix's common stock for a period of two
business days prior to the commencement of such distribution. The selling
stockholder will also be subject to applicable provisions of the Exchange Act
and regulations under the Exchange Act which may limit the timing of purchases
and sales of shares of Identix's common stock by the selling stockholder.
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The selling stockholder will pay all commissions, transfer taxes, and other
expenses associated with the sale of securities by it. The shares offered hereby
are being registered pursuant to contractual obligations of Identix, and Identix
has paid the expenses of the preparation of this prospectus. We have not made
any underwriting arrangements with respect to the sale of shares offered hereby.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares by the
selling stockholder.
LEGAL MATTERS
Heller Ehrman White & McAuliffe of Palo Alto, California, our counsel, has
issued an opinion about the validity of the securities being offered.
EXPERTS
The consolidated financial statements of Identix Incorporated as of June
30, 1998 and 1997 and for each of the three years in the period ended June 30,
1998 have been incorporated by reference in this prospectus and in the
registration statement in reliance upon the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The consolidated financial statements of IDT Holdings, Inc. (formerly
Identicator Technology, a California general partnership) as of December 31,
1998 and 1997 and for each of the three years in the period ended December 31,
1998 have been incorporated by reference in this prospectus and in the
registration statement in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
11
<PAGE>
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 resale of the shares being registered. All amounts are estimated
except the SEC Registration Fee.
<TABLE>
<S> <C>
SEC Registration fee................................ $ 4,313
Accounting Fees and Expenses........................ 1,000
Legal Fees and Expenses............................. 3,000
Miscellaneous....................................... 1,687
-------
Total............................................... 10,000
=======
</TABLE>
Item 15. Indemnification of Directors and Officers
Pursuant to the Delaware General Corporation Law, the Registrant has
included in its Certificate of Incorporation provisions regarding the limitation
of liability and indemnification of officers and directors of the Registrant.
Articles NINTH and TENTH of the Registrant's Certificate of Incorporation
provide as follows:
NINTH. No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability: (a) for any breach of the director's
duty of loyalty to the corporation or its stockholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (c) under Section 174 of the Delaware General
Corporation Law; or (d) for any transaction from which the director derived
any improper personal benefit. If the Delaware General Corporation Law is
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended. Any repeal or
modification of this paragraph shall not adversely affect any right or
protection of a director of the corporation existing at the time of the repeal
or modification.
TENTH.
A. RIGHT TO INDEMNIFICATION
Each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact that
he or she or a person of whom he or she is the legal representative, is or was
a director or officer of the corporation or is or was serving at the request
of the corporation as a director or officer, employee or agent of another
corporation, or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless
by the corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than that law permitted
the corporation to provide before the amendment) against all expenses,
liabilities and losses including, without limitation, attorneys' fees,
judgments, fines, ERISA excise taxes and penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person in
connection therewith. Such indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators. However, the
corporation shall indemnify any such person seeking indemnity in connection
with an action, suit or proceeding (or part thereof) initiated by that person
only if that action, suit or proceeding (or part thereof) was authorized by
the board of directors of the corporation. The rights set forth in this
Article TENTH shall be contract rights and shall include the right to be paid
expenses incurred in defending any such proceeding in advance of its final
disposition. However, the payment of such expenses incurred by a director or
officer of the corporation in his or her capacity as a director or officer
(and not in any other capacity in which service was or is rendered by such
person while a director or officer, including, without limitation,
II-1
<PAGE>
service to an employee benefit plan) in advance of the final disposition of
such proceeding shall be made only upon delivery to the corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it should be determined ultimately that such director or
officer is not entitled to be so indemnified.
B. RIGHT OF CLAIMANT TO BRING SUIT
If a claim under Paragraph A of this Article TENTH is not paid in full by
the corporation within 90 days after a written claim has been received by the
corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim. If successful in whole
or in part, the claimant shall be entitled to be paid the expense of
prosecuting that claim. It shall be a defense to any such action (other than
an action an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the
required undertaking, if any, has been tendered to this corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the corporation to indemnify the
claimant for the amount claimed. However, the burden of proving such defense
shall be on the corporation. Neither the failure of the corporation
(including its board of directors, independent legal counsel or its
stockholders) to have made a determination before the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the
corporation (including its board of directors, independent legal counsel or
its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
C. NON EXCLUSIVITY OF RIGHTS
The rights conferred on any person by Paragraphs A and B of this Article
TENTH shall not be exclusive of any other rights which such person may have or
hereafter may acquire under any statute, provision of the Certificate of
Incorporation, by law, agreement, vote of stockholders or of disinterested
directors, or otherwise.
D. EXPENSES AS A WITNESS
To the extent that any director, officer, employee, or agent of the
corporation is by reason of such position, or a position with another entity
at the request of the corporation, a witness in any action, suit or
proceeding, he or she shall be indemnified and held harmless against all costs
and expenses actually and reasonably incurred by him or her on his or her
behalf in connection therewith.
E. INDEMNITY AGREEMENTS
The corporation may enter into agreements with any director, officer,
employee or agent of the corporation or any person who serves at the request
of the corporation as a director, officer, employee, or agent of another
corporation or other enterprise, providing for indemnification to the fullest
extent permissible under the Delaware General Corporation Law and the
corporation's Certificate of Incorporation.
F. EFFECT OF REPEAL OR MODIFICATION
Any repeal or modification of this Article TENTH shall not adversely affect
any right of indemnification or advancement of expenses of a director or
officer, employee or agent of the corporation existing at the time of such
repeal or modification with respect to any action or omission occurring before
the repeal or modification.
G. SEPARABILITY
Each and every paragraph, sentence, term and provision of this Article
TENTH is separate and distinct. If any paragraph, sentence, term or provision
is held to be invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect the validity or enforceability of any other
such paragraph, sentence, term or provision. To the extent required in order
to make any such paragraph, sentence, term or provision of this Article TENTH
valid or enforceable, the corporation shall, and the indemnitee or potential
indemnitee may, request a court of competent jurisdiction to modify the
paragraph, sentence, term or provision in order to preserve its validity and
provide the broadest possible indemnification permitted by applicable law.
H. INSURANCE
II-2
<PAGE>
The corporation may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss of the type referred to in this Article TENTH,
whether or not the corporation would have the power to indemnify such person
against such expense, liability or loss under applicable law.
I. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION
The corporation may, to the extent authorized from time to time by the board
of directors, grant rights to indemnification, and to the advancement of
expenses to any employee or agent of the corporation to the fullest extent of
the provisions of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the corporation.
Item 16. Exhibits
(a) Exhibits
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 PricewaterhouseCoopers LLP, Independent Accountants
23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants
24.1 Power of Attorney (see page II-5)
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)(i) and (1)(ii) 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.
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.
II-3
<PAGE>
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-4
<PAGE>
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 May 4, 1999.
IDENTIX INCORPORATED
By: /s/ James P. Scullion
----------------------------------------------
James P. Scullion
President, Chief Financial 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
- ---------------------------------
Randall C. Fowler Chief Executive Officer and Chairman of the Board May 4, 1999
(Principal Executive Officer)
/s/ James P. Scullion
- ---------------------------------
James P. Scullion President, Chief Financial Officer and Secretary May 4, 1999
(Principal Financial and Accounting Officer)
/s/ Randall Hawks, Jr.
- ---------------------------------
Randall Hawks, Jr. Director May 4, 1999
/s/ Patrick H. Morton
- ---------------------------------
Patrick H. Morton Director May 4, 1999
/s/ Charles W. Richion
- ---------------------------------
Charles W. Richion Director May 4, 1999
/s/ Fred U. Sutter
- ---------------------------------
Fred U. Sutter Director May 4, 1999
/s/ Larry J. Wells
- ---------------------------------
Larry J. Wells Director May 4, 1999
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ---------------- ------------------------------------------------------------------ ------------------
<C> <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 PricewaterhouseCoopers LLP, Independent Accountants
23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants
24.1 Power of Attorney (see page II-5)
</TABLE>
<PAGE>
EXHIBIT 5.1
[HELLER EHRMAN WHITE & MCAULIFFE LETTERHEAD]
May 4, 1999
17506-0030
Identix Incorporated
510 N. Pastoria Avenue
Sunnyvale, CA 94086
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Identix Incorporated, a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") which the Company proposes to file with the Securities
and Exchange Commission on or about May 4, 1999 for the purpose of registering
under the Securities Act of 1933, as amended, 1,700,000 shares of its Common
Stock, par value $.01 (the "Shares").
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 and instruments:
(a) The Certificate of Incorporation of the Company, certified by the Delaware
Secretary of State as of April 20, 1999, and certified to us by an officer
of the Company as being complete and in full force 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;
(c) A 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, including any committee thereof, and stockholders of the
Company relating to the Shares, and (ii) certifying as to certain factual
matters;
(d) The Registration Statement; and
(e) A letter from Chase Mellon Shareholder Services LLC, the Company's
transfer agent, dated May 3, 1999, as to the number of shares of the
Company's Common Stock that were outstanding on April 30, 1999.
This opinion is limited to the federal law of the United States of America
and the General Corporation Law of the State of Delaware, and we disclaim any
opinion as to the laws of any other jurisdiction. We further disclaim any
opinion as to any other 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 opinion.
<PAGE>
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
consideration stated in the Board resolutions pursuant to which the issuances of
the Shares were authorized was paid, (iii) appropriate certificates evidencing
the Shares were executed and delivered by the Company, and (iv) all applicable
securities laws are complied with, it is our opinion that the Shares were
legally issued, and are fully paid and nonassessable.
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 written 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ HELLER EHRMAN WHITE & MCAULIFFE
<PAGE>
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
July 28, 1998 appearing on page 35 of Identix Incorporated's Annual Report on
Form 10-K/A for the year ended June 30, 1998. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
/s/ PricewaterhouseCoopers LLP
San Jose, California
May 4, 1999
<PAGE>
EXHIBIT 23.3
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
February 26, 1999, relating to the consolidated financial statements of IDT
Holdings, Inc., which appears on page F-2 of the Registration Statement on Form
S-4 (File No. 333-68805) of Identix Incorporated which is incorporated by
reference in the Current Report on Form 8-K of Identix Incorporated dated May 4,
1999. We also consent to the reference to us under the heading "Experts" in
such Prospectus.
/s/ PricewaterhouseCoopers LLP
San Jose, California
May 4, 1999
