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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.11)
IDENTIX INCORPORATED
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(Name of Issuer)
COMMON STOCK ($0.01 Par Value)
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(Title of Class of Securities)
451906101
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(CUSIP Number)
Identix Incorporated
510 N. Pastoria Avenue Sunnyvale, CA 94086
Tel: (408) 731-2000
Christopher M. Wells, Esq., Coudert Brothers, 1114 Avenue of the Americas
New York, New York 10036 (212) 626-4400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 8, 1999
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(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 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 10 Pages
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CUSIP No. 451906101 SCHEDULE 13D Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ascom Holding AG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,330,024
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,330,024
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
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14 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 451906101 SCHEDULE 13D Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ascom USA Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,330,024
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,330,024
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
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14 TYPE OF REPORTING PERSON*
CO
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This Eleventh Amended Statement (the "Eleventh 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, 1993, the Ninth Amendment to Schedule 13D filed on July 19, 1996, and the
Tenth Amendment to Schedule 13D filed on August 12, 1999, 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 Eleventh Amended Statement have the same
meanings as those set forth in the Prior Filings.
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)
9,000 shares at $7.27778 per share on August 12, 1999; (ii)
11,000 shares at $7.50 per share on August 13, 1999; (iii)
6,000 shares at $7.54167 per share on August 16, 1999; (iv)
6,900 shares at $7.625 per share on August 17, 1999; (v)
12,000 shares at $7.85417 per share on August 18, 1999; (vi)
7,100 shares at $8.00 per share on August 19, 1999; (vii)
3,000 shares at $8.04167 per share on August 20, 1999; (viii)
3,100 shares at $8.00202 per share on August 23, 1999; (ix)
18,000 shares at $8.06944 per share on August 24, 1999; (x)
8,000 shares at $8.20312 per share on August 25, 1999; (xi)
5,900 shares at $8.31250 per share on August 26, 1999; (xii)
8,000 shares at $8.07812 per share on August 30, 1999; (xiii)
400 shares at $8.125 per share on August 31, 1999; (xiv) 3,800
shares at $8.00 per share on September 1, 1999; (xv) 12,000
shares at $8.02083 per share on September 2, 1999; (xvi)
10,800 shares at $8.0625 per share on September 3, 1999;
(xvii) 18,000 shares at $8.88194 per share on September 7,
1999; (xviii) 3,000 shares at $9.00 per share
Page 4 of 10 Pages
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on September 8, 1999; (xix) 11,200 shares at $9.00223 per
share on September 9, 1999; (xx) 16,900 shares at $9.07433 per
share on September 10, 1999; (xxi) 2,900 shares at $8.5625 per
share on September 27, 1999; (xxii) 5,600 shares at $8.25 per
share on September 28, 1999; (xxiii) 5,000 shares at $8.25 per
share on September 29, 1999; (xxiv) 9,600 shares at $8.33594
per share on September 30, 1999; (xxv) 11,900 shares at
$8.41597 per share on October 1, 1999; (xxvi) 15,000 shares at
$8.94042 per share on October 4, 1999; (xxvii) 11,500 shares
at $8.5625 per share on October 6, 1999; (xxviii) 16,000
shares at $8.375 per share on October 11, 1999; (xxix) 5,200
shares at $8.43269 per share on October 12, 1999; (xxx) 2,900
shares at $8.28879 per share on October 13, 1999; (xxxi) 2,600
shares at $8.10817 per share on October 14, 1999; (xxxii)
2,000 shares at $8.00 per share on October 15, 1999; (xxxiii)
2,000 shares at $8.00 per share on October 21, 1999; (xxxiv)
37,100 shares at $8.00977 per share on October 22, 1999;
(xxxv) 12,000 shares at $8.01198 per share on October 25,
1999; (xxxvi) 5,000 shares at $8.00 per share on October 26,
1999; (xxxvii) 9,800 shares at $8.66326 per share on November
5, 1999; (xxxviii) 22,000 shares at $9.18465 per share on
November 8, 1999; (xxxix) 6,000 shares at $9.00 per share on
November 9, 1999; (xl) 6,800 shares at $9.01654 per share on
November 10, 1999; (xli) 400 shares at $8.875 per share on
November 11, 1999; (xlii) 17,000 shares at $9.04411 on
November 12, 1999; (xliii) 12,500 shares at $10.2 per share on
November 15, 1999; (xliv) 15,000 shares at $10.675 per share
on November 16, 1999; (xlv) 7,000 shares at $10.00 per share
on November 17, 1999; (xlvi) 5,000 shares at $10.00 per share
on November 18, 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:
Page 5 of 10 Pages
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<TABLE>
<CAPTION>
Power to Vote\1 Power to
No of Shares Percentage --------------------- ---------------------
Person Beneficially Owned of Class Sole Shared Sole Shared
- ------ ------------------ -------- ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
Ascom USA 4,330,024 14.1% 0 0 4,330,024 0
Ascom AG2 4,330,024 14.1% 0 0 4,330,024 0
</TABLE>
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 Ascom USA is a wholly-owned subsidiary of Ascom Holding Inc.,
a Delaware corporation, which, in turn, is a wholly-owned
subsidiary of Ascom AG. Therefore, Ascom AG may be deemed a
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) 2,900 shares at
$8.5625 per share on September 27, 1999; (ii) 5,600 shares at $8.25 per
share on September 28, 1999; (iii) 5,000 shares at $8.25 per share on
September 29, 1999; (iv) 9,600 shares at $8.33594 per share on
September 30, 1999; (v) 11,900 shares at $8.41597 per share on October
1, 1999; (vi) 15,000 shares at $8.94042 per share on October 4, 1999;
(vii) 11,500 shares at $8.5625 per share on October 6, 1999; (viii)
16,000 shares at $8.375 per share on October 11, 1999; (ix) 5,200
shares at $8.43269 per share on October 12, 1999; (x) 2,900 shares at
$8.28879 per share on October 13, 1999; (xi) 2,600 shares at $8.10817
per share on October 14, 1999; (xii) 2,000 shares at $8.00 per share on
October 15, 1999; (xiii) 2,000 shares at $8.00 per share on October 21,
1999; (xiv) 37,100 shares at $8.00977 per share on October 22, 1999;
(xv) 12,000 shares at $8.01198 per share on October 25, 1999; (xvi)
5,000 shares at $8.00 per share on October 26, 1999; (xvii) 9,800
shares at $8.66326 per share on November 5, 1999; (xviii) 22,000 shares
at $9.18465 per share on November 8, 1999; (xix) 6,000 shares at $9.00
per share on November 9, 1999; (xx) 6,800 shares at $9.01654 per share
on November 10, 1999; (xxi) 400 shares at $8.875 per share on November
11, 1999; (xxii) 17,000 shares at $9.04411 on November 12, 1999;
(xxiii) 12,500 shares at $10.2 per share on November 15, 1999; (xxiv)
15,000 shares at $10.675 per share on November 16, 1999; (xxv) 7,000
shares at $10.00 per share on November 17, 1999; (xxvi) 5,000 shares at
$10.00 per share on November 18, 1999.
Except as set forth in this Eleventh Amended Statement, neither the
Reporting Persons nor, to the best of their knowledge and belief, any
officer, director or controlling
Page 6 of 10 Pages
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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
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1. Joint Filing Agreement, dated November 18,
1999, between Ascom AG and Ascom USA.
Page 7 of 10 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: November 18, 1999
ASCOM USA INC.
By: /s/ Norbert Weissberg
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Name: Norbert Weissberg
Title: President
ASCOM HOLDING AG
By: /s/ Markus Zimmermann
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Name: Markus Zimmermann
Title: First Vice President
Page 8 of 10 Pages
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EXHIBIT INDEX
Exhibit
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1. Joint Filing Agreement, dated November 18, 1999 between Ascom AG and
Ascom USA.
Page 9 of 10 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: November 18, 1999
ASCOM HOLDING AG
By: /s/ Markus Zimmermann
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Name: Markus Zimmermann
Title: First Vice President
ASCOM USA INC.
By: /s/ Norbert Weissberg______
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Name: Norbert Weissberg
Title: President
Page 10 of 10 Pages
