<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 26, 1999
Date of Report (Date of earliest event reported)
IDENTIX INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
-----------------------------------------------------------
Delaware 01-09641 94-2842496
(State or other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation
---------------------------
510 North Pastoria Avenue
Sunnyvale, CA 94086
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408)731-2000
----------------------------------------------------------------
<PAGE>
Item 2. Acquisition or Disposition Assets.
On November 14, 1998, Identix Incorporated, ("Identix"), entered into an
Agreement and Plan of Reorganization and Merger (as amended on December 11,
1998, February 3, 1999 and March 16, 1999, the "Merger Agreement") with IDT
Holdings, Inc. ("IDT"), and ID Acquisition Corp., a wholly-owned subsidiary of
Identix (the "Merger Sub"). Pursuant to the terms of the Merger Agreement, on
April 26, 1999 the Merger Sub merged with and into IDT, the separate existence
of the Merger Sub ceased, and IDT became a wholly-owned subsidiary of Identix.
The terms of the Merger Agreement were determined through arms length
negotiations between Identix and IDT.
Under the terms of the Merger Agreement, Identix acquired all of IDT's
outstanding securities in a stock-for-stock transaction. As a result of the
merger, IDT security holders are entitled to receive an aggregate of 5,050,000
shares of Identix common stock, either in the merger or upon exercise of options
assumed in the merger. Immediately prior to the effective time of the merger,
there were outstanding 4,732,066 shares of IDT capital stock, assuming the
exercise of all IDT stock options. At the effective time of the merger, each
outstanding share of IDT common stock was converted into 1.06719 shares of
Identix common stock, and each outstanding IDT stock option was assumed by
Identix. 10% of the shares of Identix common stock issued to the IDT
stockholders are being held in escrow relating to IDT's indemnification
obligations under the Merger Agreement. In addition to the shares subject to
escrow, 40% of the shares issued in the merger to each IDT stockholder who held
at least 1,000 shares of IDT common stock immediately prior to the merger were
subject to a fifteen month "lock-up" period pursuant to the Merger Agreement.
Subsequent to the closing, Identix waived the last 3 months of the lock-up
restriction so that the lock-up will lapse on April 26, 2000, the first
anniversary of the closing. The holders of the IDT stock options assumed in the
merger have also agreed that their stock options, and the Identix common stock
they receive upon exercise of those options, will be subject to the escrow and
lock-up provisions.
The merger will be accounted for by Identix as a purchase in accordance
with generally accepted accounting principles. Application of the purchase
method of accounting for the merger will reduce Identix's pre-tax earnings for
at least 3 years, and as many as 12 years. The reported results of operations
of Identix will include the results of IDT from and after the closing date. The
assets, including intangible assets, and liabilities of IDT will be recorded at
their fair values as of the closing date. Any excess of the purchase
consideration over the fair values of the assets and liabilities of IDT will be
recorded as goodwill. Identix will write off at closing the value of certain
acquired intangible assets referred to as in-process research and development.
In addition, other acquired intangible assets and goodwill created as a result
of the merger will be amortized by Identix over a period from 3 to 12 years.
IDT changed its name to "Identicator Technology, Inc." upon consummation
of the merger. The following individuals will continue to serve as officers of
Identicator Technology, Inc. and have entered into employment and noncompetition
agreements with Identix: Oscar Pieper, President; Yuri Khidekel, Vice
President-Software; Yury Shapiro, Vice President-Hardware; and Grant Evans, Vice
President-Sales and Marketing.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of IDT. (Incorporated herein by reference
to Identix's Amendment No.4 to the Registration Statement on
Form S-4 filed on April 16, 1999, File No. 333-68805 (the "Form
S-4), pages F-2 through F-16.)
(b) Pro Forma Financial Information. (Incorporated herein by
reference to the Form S-4, pages 53 through 61.)
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
Exhibit 2.1 Agreement and Plan of Reorganization and Merger by and among
Identix Incorporated, IDT Holdings, Inc. and ID Acquisition
Corp., dated as of November 14, 1998, as amended on December 11,
1998, February 3, 1999 and March 16, 1999. (Incorporated herein
by reference to Appendix A of the Form S-4.)
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
IDENTIX INCORPORATED
/s/ James P. Scullion
-------------------------------
By: James P.Scullion
President and
Chief Financial Officer
Date: May 4, 1999
<PAGE>
EXHIBIT INDEX
Exhibit 2.1 Agreement and Plan of Reorganization and Merger by and among
Identix Incorporated, IDT Holdings, Inc. and ID Acquisition
Corp., dated as of November 14, 1998, as amended on December 11,
1998, February 3, 1999 and March 16, 1999. (Incorporated herein
by reference to Appendix A of the Form S-4.)
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this current report on
Form 8-K of Identix, Inc., of our report dated February 26, 1999, relating to
the financial statements of IDT Holdings, Inc. for the three years ended
December 31, 1998, included in the Registration Statement on Form S-4 (No.
333-68805) of Identix, Inc. dated April 16, 1999.
/s/ PricewaterhouseCoopers LLP
San Jose, California
April 16, 1999
