TELIDENT INC /MN/
S-3/A, 1999-04-02
TELEPHONE & TELEGRAPH APPARATUS
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      As filed with the Securities and Exchange Commission on April 2, 1999
                                                      Registration No. 333-67741
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------
                        PRE-EFFECTIVE AMENDMENT NO. 1 TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                                 TELIDENT, INC.
             (Exact name of registrant as specified in its charter)

          MINNESOTA                        3661                   41-1533060
(State or Other Jurisdiction        (Primary Standard          (I.R.S. Employer
    of Incorporation or         Industrial Classification       Identification
       Organization)                   Code Number)                 Number)

                        TEN SECOND STREET N.E., SUITE 212
                              MINNEAPOLIS, MN 55413
                                 (612) 623-0911
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                              W. EDWARD MCCONAGHAY
                                 TELIDENT, INC.
                        TEN SECOND STREET N.E., SUITE 212
                              MINNEAPOLIS, MN 55413
                                 (612) 623-0911
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:
                              BRIAN D. WENGER, ESQ.
                             BRETT D. ANDERSON, ESQ.
                              DAVID H. MASON, ESQ.
                             BRIGGS AND MORGAN, P.A.
                                 2400 IDS CENTER
                          MINNEAPOLIS, MINNESOTA 55402
                                 (612) 334-8400
                                 ---------------
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
             AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
                      AS DETERMINED BY MARKET CONDITIONS.
                                 ---------------

         If the only securities being registered on this form are being offered
pursuant to dividend or interest 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
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, please check the following box
and list the Securities Act registration statement 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, 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: |_|

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
                                                           Proposed Maximum     Proposed Maximum
        TITLE OF EACH CLASS OF            Amount to be   Offering Price per    Aggregate Offering       Amount of
     SECURITIES TO BE REGISTERED          Registered          Share                 Price           Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S>                                        <C>               <C>                 <C>                     <C>    
COMMON STOCK ($0.08 PAR VALUE).........    3,090,842         $1.047(1)           $3,236,112(1)           $900(2)
- --------------------------------------------------------------------------------------------------------------------
COMMON STOCK ($0.08 PAR VALUE).........     228,196           $2.00(3)            $456,392(3)            $127(4)
====================================================================================================================
</TABLE>
(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(a).
(2)      Previously paid.
(3)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c) and based upon the average of the high and low
         sale prices for such stock on March 30, 1999, as reported by the Nasdaq
         SmallCap Market.
(4)      Paid herewith.
                           --------------------------
         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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a)
MAY DETERMINE.
================================================================================
    
<PAGE>


   
The information contained in this prospectus is not complete and may be amended.
These securities may not be sold until the related registration statement filed
with the SEC or any applicable state securities commission becomes effective.
This prospectus is not an offer to sell nor is it seeking an offer to buy any
securities in any state where the offer or sale is not permitted.

                   SUBJECT TO COMPLETION, DATED APRIL 2, 1999


PROSPECTUS

- --------------------------------------------------------------------------------

                                3,319,038 SHARES

                                 TELIDENT, INC.

                                  COMMON STOCK

- --------------------------------------------------------------------------------


         The shareholders of Telident identified on page 11 are offering and
selling 3,319,038 shares of common stock under this prospectus. We will not
receive any part of the proceeds from this offering.


         Our common stock is quoted on the Nasdaq SmallCap Market and trades
under the ticker symbol "TLDT." On March 30, 1999, the closing price of one
share of our stock on the Nasdaq SmallCap Market was $2.125.



                                 ---------------


         NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



                                 ---------------


        THE SHARES INVOLVE RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 4.


                                 ---------------






                THE DATE OF THIS PROSPECTUS IS ____________, 1999
    

<PAGE>


   
                               PROSPECTUS SUMMARY


         BECAUSE THIS IS A SUMMARY, IT DOES NOT CONTAIN ALL THE INFORMATION THAT
MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY BEFORE
YOU DECIDE TO INVEST.

TELIDENT

         We design, manufacture and market hardware and software systems which
provide the exact location of a 911 telephone call to the emergency dispatcher
at the 911 public safety answering point who receives the call. Our systems
provide information which can speed the response time to a 911 call, reduce the
costs associated with responses to incorrect locations and improve the safety of
individuals within private businesses and public institutions that own or
operate private telephone systems. We also manufacture and market systems that
direct emergency calls to the correct 911 response center and which are used to
create emergency networks for public and private telephone networks and
governmental agencies.

         Our products utilize existing enhanced 911 network technology which
automatically transmits the caller's telephone number and address to the nearest
emergency dispatcher. Over two-thirds of the telephone systems in the United
States have access to this enhanced technology. Despite this level of access,
generally only individual telephones (such as residential telephones) connected
to the public telephone company are able to take advantage of this enhanced
technology. Private telephone systems, such as those used by private businesses
and public institutions, generally do not have the ability to send a caller's
location to an emergency 911 dispatcher without equipment such as ours. Our
products work with enhanced technology to transmit the precise location, and
generally the caller's name, to the nearest emergency dispatcher through the
existing enhanced public network. Six states have adopted legislation mandating
the modification of certain private telephone systems to make them fully
compatible with existing 911 technology. We believe other states are considering
such legislation.

         The primary markets for our systems and services include a wide variety
of private telephone system owners such as:

         *   Medium to large corporations       *   Apartments and condominiums

         *   Colleges and universities          *   Nursing and retirement homes

         *   City, county and state
             government offices                 *   Hotels and motels

         *   Public schools                     *   Hospitals and clinics

OUR BUSINESS STRATEGIES

         We have implemented strategies to grow our core business. Such plans
include extending our current products to include additional features and
adapting our hardware and software to take advantage of the information
networking capabilities of sophisticated private data networks and the Internet.
We have also created a special board committee and hired an investment banking
firm to explore our strategic options, including selling Telident or acquiring
another company. There can be no assurance that we will consummate any such
transaction or that any such transaction, if consummated, will ultimately be
advantageous or profitable for us.
    

                                        2
<PAGE>


   
THE OFFERING

         We issued the securities covered by this prospectus to the selling
shareholders primarily in connection with stock purchase agreements between us
and the selling shareholders. The selling shareholders currently hold about
one-third of the shares covered by this prospectus and will receive the other
two-thirds upon the conversion of preferred stock and the exercise of warrants.
The precise number of shares of common stock which the selling shareholders will
receive upon conversion of Series III Convertible Preferred Stock cannot be
determined at this time. Accordingly, the actual number of shares issued may be
higher or lower than the number of common shares underlying preferred stock
registered hereby.

         The selling shareholders may offer their shares through public or
private transactions, on or off the Nasdaq SmallCap Market, at prevailing market
prices or privately negotiated prices. No period of time has been fixed within
which the shares may be offered or sold.

GENERAL

         Our principal executive offices are located at Ten Second Street, N.E.,
Suite 212, Minneapolis, Minnesota 55413, and our telephone number is (612)
623-0911.
    

                                        3
<PAGE>


   
                                  RISK FACTORS

         BEFORE YOU INVEST IN OUR COMMON STOCK, YOU SHOULD BE AWARE THAT THERE
ARE VARIOUS RISKS, INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CONSIDER
CAREFULLY THESE RISK FACTORS, AND THE OTHER INFORMATION INCLUDED IN THIS
PROSPECTUS BEFORE YOU DECIDE TO PURCHASE SHARES OF OUR COMMON STOCK.

         TELIDENT'S HISTORY OF OPERATING LOSSES. Except for the last three
quarters, we have historically incurred losses from operations because we have
not sold enough products to cover our expenses. We had an accumulated deficit of
approximately $13.6 million as of December 31, 1998. Net losses applicable to
our common stock including deemed dividends for the years ended June 30, 1998
and 1997, were approximately $1.1 million and $3.8 million, respectively. We
cannot assure you that we will be able to operate profitably in the future.

         IMPACT OF CONVERSION OF TELIDENT'S PREFERRED STOCK AND EXERCISE OF
WARRANTS AND OPTIONS. In general, the 400,000 outstanding shares of Series III
Convertible Preferred Stock are convertible at a floating rate that may be
substantially below the market price of the common stock. Based on a 10-day
average closing price for the period ending March 30, 1999 (approximately $1.46
per common share), each share of this series was convertible into approximately
2.14 common shares. Pursuant to a modification agreement with one holder of
Series III Convertible Preferred Stock, such holder is entitled to convert each
preferred share, during a limited period of time, into approximately 3.18 common
shares. The lower the common stock price at the time a holder converts, the more
common shares the holder gets. Due to the conversion formula applicable to this
series, there is no limit on the number of common shares into which shares of
this series can be converted.

         To the extent a holder of Series III Convertible Preferred Stock
converts and then sells its common stock, the common stock price may decrease
due to the additional shares in the market. This could allow a holder to convert
its shares of Series III Convertible Preferred Stock into a greater amount of
common stock, the sales of which would further decrease the price of the common
stock. The significant downward pressure on the price of the common stock as the
holder converts and sells material amounts of common stock could encourage short
sales by the holder or others. This could place further downward pressure on the
price of the common stock. The conversion of shares of this series, or any other
series of preferred stock, may result in substantial dilution to the interests
of the other holders of common stock since each holder of preferred stock may
ultimately convert and sell the full amount issuable upon conversion.

         As of March 30, 1999, there were 2,787,657 shares of common stock
outstanding. There were warrants outstanding to purchase 1,084,907 shares of
common stock and options outstanding to purchase 93,519 shares of common stock.
In addition, there were 37,500 shares of Series I Convertible Preferred Stock
and 400,000 shares of Series III Convertible Preferred Stock outstanding. While
the Series III Convertible Preferred Stock converts at a floating rate, the
Series I Convertible Preferred Stock converts at a fixed rate of 6.4 common
shares for each preferred share. In general, each outstanding warrant is
exercisable for one common share. However, if Telident issues new securities at
a price less than $2.50 per share, the antidilution provisions of the Series III
Convertible Preferred Stock and the related warrants would cause the Telident to
issue a greater number of common shares upon their conversion/exercise.

         Based on the 10-day average closing price presented above and assuming
full conversion of all outstanding preferred stock and the exercise of all
outstanding warrants and options, Telident would have issued approximately
2,483,450 shares of common stock. Such shares would have represented
approximately 89.1% of our issued and outstanding common stock on that date.

         The following chart depicts the number of common shares we would be
required to issue upon full conversion of all outstanding preferred stock and
exercise of all outstanding warrants and options, including those which have
exercise prices higher than the current market price. It is worthwhile to note
that, depending upon the 10-day average closing price at the time of conversion,
Telident's average daily trading volume may prevent Special Situations from
converting its Series III Convertible Preferred Stock into the numbers of
    

                                        4
<PAGE>


   
common shares presented in the following chart. See "Selling Shareholders -
Preferred Stock Conversion Terms."

<TABLE>
<CAPTION>
                                                                                  Number of Common
                                                                                       Shares
                                                                               Issuable Upon Conversion
  10-Day          Percentage       Number of Common       Number of Common     of 400,000 Outstanding       Percentage of
  Average          Above or        Shares Issuable        Shares Issuable       Shares of Series III            Total
   Common        Below Recent      Upon Exercise of      Upon Conversion of     Convertible Preferred        Outstanding
Stock Price         10-Day            1,178,426          37,500 Outstanding             Stock               Common Stock
 at Time of        Average           Outstanding         Shares of Series I    ------------------------   the Newly Issued
Conversion/         Common           Warrants and           Convertible                      Special        Shares Would
  Exercise       Stock Price           Options            Preferred Stock        FAMCO      Situations        Represent
- -------------   --------------   --------------------   --------------------   ----------   -----------   ----------------
<S>               <C>                 <C>                     <C>               <C>          <C>               <C>   
   $0.584            -60%             1,178,426               240,000           1,070,205    1,070,205          127.7%
   $0.876            -40%             1,178,426               240,000             713,470      713,470          102.1%
   $1.168            -20%             1,178,426               240,000             535,102      636,942           92.9%
   $1.460         No Change           1,178,426               240,000             428,082      636,942           89.1%
   $1.752            +20%             1,178,426               240,000             356,735      636,942           86.5%
   $2.044            +40%             1,178,426               240,000             305,772      636,942           84.7%
   $2.336            +60%             1,178,426               240,000             267,551      636,942           83.3%
</TABLE>

         POTENTIAL INABILITY TO SELL TELIDENT OR ACQUIRE ANOTHER COMPANY. We are
exploring strategic options, including selling Telident or acquiring another
company. These options are designed to increase the size and capability of
Telident, to spread the cost of our existing infrastructure, and to increase
shareholder value. We do not have any understandings, commitments or agreements
with respect to any such transactions. There can be no assurance that we will
consummate any such transaction or that any such transaction, if consummated,
will ultimately be advantageous or profitable for us.

         TELIDENT'S FUTURE CAPITAL REQUIREMENTS. At December 31, 1998, we had
approximately $1.3 million in cash and $2.3 million in net tangible assets. We
believe that the proceeds from our August 1998 private placement and the cash
received from future operations will enable us to meet the working capital
requirements of our current operating plan and to sustain our business as a
going concern at least through December 31, 1999. However, should we incur
additional operating losses in the future, we may require additional capital to
meet Nasdaq's $2.0 million net tangible asset requirement for continued listing
on the Nasdaq SmallCap Market. If additional capital is not available in these
circumstances, we could lose our listing on the Nasdaq SmallCap Market. The
availability of capital may also impact our ability to consummate a future
acquisition of another company. Additional capital may not be available on terms
acceptable to us or at all.

         NO ASSURANCE OF TELIDENT'S CONTINUED QUOTATION ON THE NASDAQ STOCK
MARKET. Telident barely exceeds the minimum standards for continued listing on
the Nasdaq SmallCap Market. The Nasdaq Stock Market may also decide that our
past issuances of securities violated Nasdaq's corporate governance
requirements. In either case, our shares could be delisted. If our shares do not
continue to be listed on the Nasdaq SmallCap Market, trading, if any, would be
conducted in the over-the-counter market in the so-called "pink sheets" or the
OTC Bulletin Board, which was established for securities that do not meet the
Nasdaq SmallCap Market listing requirements. Consequently, selling our shares
would be more difficult because smaller quantities of shares could be bought and
sold, transactions could be delayed, and security analyst and news media
coverage of Telident may be reduced. These factors could result in lower prices
and larger
    

                                        5

<PAGE>


   
spreads in the bid and ask prices for our shares. There can be no assurance that
our common stock will continue to be listed on the Nasdaq SmallCap Market.

         EFFECTS OF TELIDENT'S RECENT RESTRUCTURING. We have focused on
strengthening our market position, reducing our costs and examining ways to grow
and be profitable. Such efforts have included reducing operating expenses,
cutting our workforce and repositioning our sales force. These steps may not
lead to increased revenue, improved market position or profitability. If these
measures and other reorganization efforts prove unsuccessful, our business,
operating results and financial condition could be materially adversely affected
and we may be unable to achieve the strategic objectives described above.

         TELIDENT'S DEPENDENCE ON NEW OR IMPROVED PRODUCTS; TECHNOLOGICAL
CHANGES. We participate in an industry in which significant changes and new and
better products are rapidly introduced. To keep up with the industry changes and
product development, we must make substantial investments in product and
technology developments. We are currently investing in hardware and software
upgrades to increase our product capabilities and to take advantage of improving
microprocessor and software capabilities available on the market. New products
that we attempt to develop may not work as expected, may not meet a competitive
market's needs or timing and may not meet necessary regulatory requirements.
Furthermore, we may not have the funds required to continue these developments
or to make additional investments on a timely basis in the future.

         DEPENDENCE ON W. EDWARD MCCONAGHAY AND OTHER KEY PERSONNEL. We believe
that our development and ability to operate profitably depends on the continued
employment of our senior management team. If W. Edward McConaghay, the President
and Chief Executive Officer, who Telident has employed since April 1, 1997, or
other members of the management team do not continue to serve in their present
positions, our business, operating results, financial condition, and cash flows
could be materially adversely affected. We have not entered into non-competition
or employment agreements with our employees. As a result, our employees could
leave at any time and compete against us in our industry. Further, we do not
maintain life insurance on any of our employees.

         COMPETITION IN 911 TRANSLATION. We face increasing competition from
other companies that market products similar to our station translation system
product. We are aware of two competitors which market similar products. In
addition, several other competitors provide a basic 911 translation capability
through hardware and software used in connection with private telephone systems.
While we believe we have the industry-leading on-site notification and database
management software applications, many of our potential competitors are larger
and have greater resources than we do. In addition, the technology used in the
telecommunications industry is subject to rapid change. We must be able to adapt
to such changes by our competitors or our products will become obsolete. There
can be no assurance that we will be able to adapt to such changes on a timely
basis, if at all. Our competitors continually take steps to attract customers
and increase their market share. The most heavily used techniques are
advertising, target marketing and price competition. These competitive
practices, as well as competition that may develop in the future, could diminish
our ability to obtain and keep customers.

         ACCEPTANCE OF 911 TRANSLATION PRODUCTS. There can be no assurance that
additional states or the FCC will mandate the modification of certain private
telephone systems to make them fully compatible with existing 911 technology. In
the absence of such mandates, there can be no assurance that our products will
maintain their current level of acceptance.

         COOPERATION WITH TELEPHONE COMPANIES. The attractiveness of our
products to the public depends, in part, on the tariffs filed by local or
regional telephone companies. We depend, and our customers depend, upon the
cooperation of local telephone companies for the installation and operation of
our products. If the
    

                                        6
<PAGE>


   
pricing for network interfaces or database access provided by telephone
companies is not favorable to our products, or if telephone companies are
uncooperative, our sales in the affected market may drop.

         We presently are experiencing delays with Ameritech, the telephone
company for Illinois, Michigan, Ohio, Indiana and Wisconsin. We believe that
other telephone equipment manufacturers and related service providers are having
similar difficulties with Ameritech. We have installed and continue to install
working systems in these states; however, we can experience 120-150 day delays
by Ameritech in the installation of requested network interfaces throughout this
territory. Although the delays have not had a material adverse effect on our
business, we are exploring ways to improve our relationship with Ameritech so
that completion of projects for our customers are not unduly delayed. There can
be no assurance that we will be successful in these endeavors.

         POTENTIAL OBSOLESCENCE OF TELIDENT'S ANALOG PRODUCTS; DEVELOPMENT OF
DIGITAL INTERFACES. Several telephone companies have expressed a preference to
sell digital equipment to customers within their territories instead of the
current standard analog interface offered by Telident. We are currently
preparing for a change to the use of digital interfaces connecting our products
to private telephone systems. We are in the early stages of developing such
interfaces, we believe that we have the technical ability to develop such
interfaces and we estimate that such development will cost $20,000 to $30,000.
We also offer our customers software applications which operate with digital
equipment independent of the type of interface.

         VOLATILITY OF MARKET PRICE OF TELIDENT STOCK. The market price of our
common stock has fluctuated significantly in recent days in response to numerous
factors. Variations in our financial results, changes by financial research
analysts in their estimates of our earnings, conditions in the economy in
general or in our industry in particular, unfavorable publicity or changes in
applicable laws and regulations affecting us may cause such fluctuations. In the
first three months of 1999, our stock ranged from a high of $7.00 per share on
January 12 to a low of $1.06 per share on March 19 and 22. There can be no
assurance that purchasers of our stock can sell such stock at or above the
prices at which it was purchased.

         POTENTIAL LIABILITY FOR DELAYED RESPONSES TO 911 CALLS. We may be
liable if, through the failure any of our products, any such products contribute
to a delayed response from a 911 call resulting in injury, illness or death.
While our products are designed to complete 911 calls even if they fail to
provide number and location detail, there can be no assurance that this feature
will always work as expected. We carry product liability insurance, but this
insurance may not be adequate to cover successful product liability claims. We
know of no product liability claims against us and we know of no product
liability claims brought against our competitors. However, a successful product
liability suit could materially adversely affect our business, operating
results, financial condition and cash flows.

         PROTECTION OF TELIDENT'S INTELLECTUAL PROPERTY. We rely upon trade
secrets and patents to protect the technology we develop. We also require our
employees to execute nondisclosure agreements to preserve our trade secrets. It
is important for our success to preserve our intellectual property. Our
competitors may develop or acquire substantially equivalent technologies or gain
access to our trade secrets. We may not be able to protect our rights in our
trade secrets and our attempts to do so may not provide us with a competitive
advantage.

         IMPACT OF SALE OF TELIDENT STOCK. The market price of our common stock
could drop as a result of a large number of shares of common stock being sold in
the market following resale registrations, the exercise of warrants and options,
the conversion of convertible securities, or the perception that such sales
could occur. These factors could also make it more difficult for us to raise
funds through future equity offerings.
    

                                        7
<PAGE>


   
         LIMITATIONS ON BROKER-DEALER SALES OF TELIDENT STOCK; APPLICABILITY OF
"PENNY STOCK" RULES. If our shares are not listed on the Nasdaq SmallCap Market,
they may become subject to an Exchange Act rule which imposes additional sales
practice requirements on broker-dealers that sell low-priced securities to
persons other than established customers and institutional accredited investors.
For transactions covered by this rule, a broker-dealer must make a special
suitability determination for the purchaser and receive the purchaser's written
consent to the transaction prior to sale. Consequently, this rule may affect the
ability of holders to sell our shares in the secondary market.

         The SEC's regulations generally define a "penny stock" to be any equity
security that has a market price less than $5.00 per share or with an exercise
price of less than $5.00 per share. The penny stock restrictions will not apply
if our shares continue to be listed on the Nasdaq SmallCap Market and we provide
price and volume information on a current and continuing basis, or meet required
minimum net tangible assets or average revenue criteria. We cannot assure you
that our shares will continue to qualify for exemption from these restrictions.
If our shares were subject to the penny stock rules, the market liquidity for
the shares would be adversely affected.

         CONTROL BY TELIDENT'S MANAGEMENT. Our current officers and directors
beneficially own over half of our common stock. Accordingly, such persons exert
substantial influence over our business and affairs. Such persons may also
control the outcome of shareholder approvals of business acquisitions, mergers
and combinations and other actions.

         TELIDENT'S YEAR 2000 READINESS DISCLOSURE. Many currently installed
computer systems and software products, which are currently coded to accept only
two digit date entries, will need to accept four digit date entries to
distinguish 21st century dates from 20th century dates. As a result, in less
than one year, computer systems and software used by many companies may need to
be upgraded to comply with such "Year 2000" requirements. The failure of our
products, our vendors or our customers to achieve Year 2000 compliance on a
timely basis could materially adversely affect our business, operating results,
financial condition and cash flows.

         State of Readiness. We are presently completing the assessment of our
Year 2000 readiness for operations, focusing on critical operating and
applications systems, particularly the Year 2000 compliance of: (a) our hardware
and software products, (b) our internal administrative systems, and (c) the
compliance of our key software/hardware vendors.

         We believe that all Telident products currently manufactured and
marketed are Year 2000 compliant. None of our current products rely on a date to
function properly. To the extent that our products process dates, they use four
digit years and are not subject to the effects of Year 2000. We communicate
these facts, and specific product compliance, non-compliance and upgrade
options, to our customers through our Internet web page and routine sales and
marketing communications activities.

         As a part of our Year 2000 assessment, we simulated the event by
inserting key dates leading up to and beyond the Year 2000 in an orchestrated
manner for our key infrastructure components, critical business processes and
key applications systems. We expect that minor Year 2000 compliance issues will
continue to be identified as an outcome of these Year 2000 simulation tests and
we intend to address these compliance issues no later than the second quarter of
calendar 1999.

         Telident's internal accounting software is not Year 2000 compliant;
however, we have already purchased Year 2000 compliant accounting software and
we plan to roll over our accounting operations to utilize the new software in
1999. In addition, we are in the process of determining whether our voice mail
    

                                        8
<PAGE>


   
system is Year 2000 compliant. If we determine that our voice mail system is not
Year 2000 compliant, we plan to upgrade the system to achieve Year 2000
compliance.

         We are currently performing a compliance survey of our critical
vendors. Our key computer and software application suppliers are Year 2000
compliant, or we know their plans to become so. Our internal telecommunications
and data processing systems are compliant. We have requested and will review our
building operator's and utility vendors' plans for becoming Year 2000 compliant.

         Costs to Address Year 2000 Issues. We intend to complete our Year 2000
remediation efforts primarily with in-house resources, but will utilize
consultants should the need arise. In the aggregate, we have spent an estimated
$20,000 and anticipate spending an additional $15,000 as part of our Year 2000
assessment and remediation. The additional $15,000 includes the estimated $3,000
to $5,000 cost of rolling over our accounting operations to utilize new software
that is Year 2000 compliant.

         Risks of Year 2000 Issues. We recognize that issues related to Year
2000 constitute a material known uncertainty. We also recognize the importance
of ensuring that Year 2000 issues will not adversely affect our operations. We
believe that the processes described above will be effective to manage the risks
associated with the problem. However, there can be no assurance that the
processes can be completed on the timetable described above or that remediation
will be fully effective. The failure to identify and remediate Year 2000 issues,
or the failure of customers, key vendors or other critical third parties who do
business with us to timely remediate their Year 2000 issues could cause system
failures or errors, business interruptions and, in a worst case scenario, the
inability to engage in normal business practices for an unknown length of time.
Our business, operating results, financial condition and cash flows could be
materially adversely affected. At this time, however, Telident does not possess
information necessary to estimate the overall potential financial impact of Year
2000 compliance issues. Specific risks we face with regard to Year 2000 issues
include the following:

         1. Decreased Sales. Although we have tested and believe that our
current products are Year 2000 compliant, we believe that the purchasing
patterns of customers and potential customers may be affected as they direct a
significant portion of their scarce information technology resources to complete
their Year 2000 compliance programs. These expenditures may result in reduced
funds available to purchase 911 hardware and software products such as ours.
This could result in a material adverse effect on our business, operating
results, financial condition and cash flows.

         2. Customer Litigation. We have developed a program to advise our
customers of the Year 2000 compliance status of our products and we have
identified upgrade and replacement products for our customers potentially
affected by Year 2000 issues. Although we believe that our efforts will ensure
no disruption in the business or operations of our customers, the possibility
exists that some customers may experience problems that may motivate them to sue
us for restitution and damages that may be related to such problems.

         3. Disruption of Supply Materials. Several months ago, we began an
ongoing process of surveying our vendors with regard to their Year 2000
readiness and we are now in the process of assessing and cataloging the first
responses to the survey. We are hopeful of receiving adequate responses from
critical vendors and many non-critical vendors by the second calendar quarter of
1999. We presently expect to work with vendors that show a need for assistance
or that provide inadequate responses, and in many cases expect that survey
results will be refined significantly by such work. Where ultimate survey
results show that the need arises, we will arrange for back-up vendors before
the change-over date.

         4. Disruption of Internal Computer Systems. The Company has simulated
the Year 2000 event by inserting key dates leading up to and beyond the Year
2000 in an orchestrated manner for our key
    

                                        9
<PAGE>


   
infrastructure components, critical business processes and key applications
systems. We believe that disruption of our internal computer systems is
unlikely; however, we expect that minor Year 2000 compliance issues will
continue to be identified as an outcome of these Year 2000 simulation tests. We
intend to address these compliance issues no later than the second quarter of
calendar 1999.

         5. Disruption of Non-Computer Systems. We are currently conducting a
comprehensive assessment of all non-computer systems, including utility,
telecommunications, delivery and other services. Although we intend to work with
any third party providers of such services to ensure that there will be no
disruption in our operations, we believe that if any disruptions do occur, such
will be dealt with promptly and will be no more severe with respect to
correction or impact than would be an unexpected breakdown of such services and
related equipment.

         Contingency Plans. We recognize the need for Year 2000 contingency
plans in the event that remediation is not fully successful or that the
remediation efforts of our vendors, suppliers and governmental/regulatory
agencies are not timely completed. We intend to address contingency planning
during calendar 1999.

         If key parts suppliers or contract manufacturers do not achieve Year
2000 compliance in a timely manner, or at all, we believe that we have
identified alternative sources that will meet our business or operations
requirements. Additionally, we plan to create sufficient reserves of finished
goods inventory, such that any delay in changing vendors will have a minimal
effect on our business, operating results, financial condition and cash flows.

SPECIAL NOTE REGARDING TELIDENT'S FORWARD-LOOKING STATEMENTS

         Some of the information in this document may contain forward-looking
statements. You can identify such statements by noting the use of
forward-looking terms such as "believes," "expects," "plans," "estimates" and
other similar words. Risks, uncertainties or assumptions that are difficult to
predict may affect such statements. The risk factors presented above and other
cautionary statements could cause our actual operating results to differ
materially from those expressed in any forward-looking statement. We caution you
to keep in mind these risk factors and other cautionary statements and to
refrain from placing undue reliance on any forward-looking statements, which
speak only as of the date of this document.
    

                                       10
<PAGE>


   
                              SELLING SHAREHOLDERS

         The following table presents information regarding the selling
shareholders. The shares listed below represent the shares that each selling
shareholder owned on March 30, 1999, or which each selling shareholder may own,
upon the conversion of preferred stock or the exercise of warrants.

         The securities "beneficially owned" by a person are determined in
accordance with the SEC's definition of "beneficial ownership" and, accordingly,
may include securities owned by or for, among others, the spouse, children or
other relatives of such person, as well as other securities over which the
person has or shares voting or investment power or securities which the person
has the right to acquire within 60 days of March 30, 1999.

         In the following chart, percentage of beneficial ownership is based on
2,787,657 outstanding shares of common stock. Shares issuable pursuant to the
conversion of preferred stock and the exercise of warrants and options are
deemed outstanding for computing the percentage of the person holding such
securities but are not deemed outstanding for computing the percentage of any
other person. The number of shares purchasable pursuant to the conversion of
preferred stock assumes a 10-day average closing bid price of $1.00 per common
share. We have used this price because $1.00 represents the minimum bid price
required for continued listing on the Nasdaq SmallCap Market. See "- Preferred
Stock Conversion Terms."

<TABLE>
<CAPTION>
                                                                PERCENTAGE OF
                                                     SHARES       OUTSTANDING                       SHARES
                                                  BENEFICIALLY      SHARES                       BENEFICIALLY
                                                     OWNED       BENEFICIALLY                    OWNED IF ALL
                                                     BEFORE      OWNED BEFORE      SHARES      SHARES ARE SOLD
           SELLING SHAREHOLDER                      OFFERING       OFFERING        OFFERED     IN THE OFFERING
- -----------------------------------------        -------------   -------------   -----------   ---------------
<S>                                                <C>               <C>          <C>              <C>
FAMCO III, Limited Liability Company(1)            2,242,096         56.4%        2,242,096              0
  Interchange Tower, Suite 850
  600 S. Highway 169
  Minneapolis, MN 55426

Special Situations Private Equity Fund, L.P.(2)      836,942         23.1%          836,942              0
  153 East 53rd Street
  New York, NY 10022

Willis Drake(3)                                      181,296          6.3%           80,000        101,296

Warren Tyler Estate(4)                               115,937          4.0%           80,000         35,937

Richard Hencley(5)                                   107,374          3.7%           80,000         27,374
</TABLE>

- ---------------

(1)      Represents 625,000 shares purchasable pursuant to the conversion of
         200,000 shares of Series III Convertible Preferred Stock, 564,907
         shares purchasable pursuant to the exercise of warrants and 1,052,189
         shares of common stock.

(2)      Represents 636,942 shares purchasable pursuant to the conversion of
         200,000 shares of Series III Convertible Preferred Stock and 200,000
         shares purchasable pursuant to the exercise of warrants.
    

                                       11

<PAGE>


   
(3)      Represents 80,000 shares purchasable pursuant to the conversion of
         12,500 shares of Series I Convertible Preferred Stock, 2,702 shares
         purchasable pursuant to the exercise of options, 14,625 shares
         purchasable pursuant to the exercise of warrants and 83,969 shares of
         common stock.

(4)      Represents 80,000 shares purchasable pursuant to the conversion of
         12,500 shares of Series I Convertible Preferred Stock and 35,937 shares
         of common stock.

(5)      Represents 80,000 shares purchasable pursuant to the conversion of
         12,500 shares of Series I Convertible Preferred Stock, 23,624 shares of
         common stock and 3,750 shares of common stock which Mr. Hencley owns
         jointly with his spouse.

SALES TO SELLING SHAREHOLDERS

         In April 1998, Telident entered into a securities purchase agreement
with FAMCO and Special Situations pursuant to which FAMCO and Special Situations
each purchased 200,000 shares of Series III Convertible Preferred Stock and
warrants to purchase 200,000 shares of common stock. Family Financial
Strategies, Inc. is the manager of FAMCO. John Wunsch, Greg Nelson and Diane
Neimann are the sole officers and directors of Family Financial Strategies, Inc.
Mr. Wunsch has also been a director of Telident since July 1997. MG Advisers,
L.L.C. acts as general partner of and investment adviser to Special Situations.
Austin W. Marxe and David Greenhouse are the sole members of MG Advisers.

         In June 1994, Telident sold 62,500 shares of Series I Convertible
Preferred Stock for an aggregate consideration of $1,000,000 in a private
transaction. Of such shares, only 37,500 remain outstanding. Willis Drake,
Richard Hencley and Warren Tyler's Estate each currently hold 12,500 shares of
Series I Convertible Preferred Stock. All three individuals were directors of
Telident at the time of such transaction and Mr. Drake continues to serve as a
director of Telident.

PREFERRED STOCK CONVERSION TERMS

SERIES III CONVERTIBLE PREFERRED STOCK

         In general, the 400,000 outstanding shares of Series III Convertible
Preferred Stock are convertible at a floating rate which depends on the 10-day
average closing bid price of the common stock at the time of conversion. The
following conversion formula applies to the Series III Convertible Preferred
Stock:

                                            $2.50
                         --------------------------------------------
                         The lesser of (a) $2.50 or (b) if the 10-day
                         average closing bid price of the common
                         stock is less than $2.50, then 80% of such
                         average price

         The Series III Convertible Preferred Stock also contains antidilution
rights which provide that the number of shares issuable upon conversion will be
increased if Telident issues new securities at a price less than $2.50 per
share.

         Based on a 10-day average closing price for the period ending March 30,
1999 (approximately $1.46 per common share), the holders of Series III
Convertible Preferred Stock would have been entitled to convert each preferred
share into approximately 2.14 common shares.
    

                                       12
<PAGE>


   
         Pursuant to a modification agreement, Telident amended the conversion
terms that apply to one holder of its Series III Convertible Preferred Stock,
Special Situations. Special Situations owns 200,000 shares of Series III
Convertible Preferred Stock.

         The modification agreement only applies to those shares of common stock
which Special Situations receives upon conversion and sells between (a) the
effect date of the registration statement which registers such shares and (b)
the last date that the closing bid price of the common shares exceeds $1.75 for
a period of 10 consecutive trading days (the "Special Conversion Period").
During the Special Conversion Period, the phrase "80% of such average price" in
the conversion formula shall not exceed $0.785. In other words, as to those
shares which Special Situations is able to sell during the Special Conversion
Period, the conversion rate will be approximately 3.18 shares of common stock,
as opposed to approximately 2.14 shares of common stock which would otherwise be
received upon conversion, for each share of preferred stock. Depending upon the
10-day average closing price at the time of conversion, Telident's average daily
trading volume may prevent Special Situations from converting all of its Series
III Convertible Preferred Stock during the Special Conversion Period. At the end
of the Special Conversion Period, the conversion rate set forth in the
modification agreement will no longer apply to the shares of Series III
Convertible Preferred Stock then owned by Special Situations.

         The actual number of common shares issuable upon conversion of the
shares of Series III Convertible Preferred Stock is subject to adjustment
depending on factors that cannot be predicted at this time, such as the future
market price of the common stock.

SERIES I CONVERTIBLE PREFERRED STOCK

         Pursuant to a modification agreement, the outstanding shares of Series
I Convertible Preferred Stock are convertible at a fixed rate of 6.4 common
shares per preferred share. The Series I Convertible Preferred Stock also
contains customary antidilution rights.

PREFERRED STOCK DIVIDEND RIGHTS

         Holders of outstanding preferred stock are entitled to dividends if
dividends are paid on the common stock. If dividends are paid on the common
stock, a comparable dividend (in cash or common shares) must be paid on the
preferred stock. In addition, holders of Series III Convertible Preferred Stock
are also entitled to dividends if dividends are paid on the Series I Convertible
Preferred Stock. No cumulative dividends are currently outstanding on any series
of Telident's preferred stock.

TERMS OF THE RELATED WARRANTS

         In connection with their purchase of Series III Convertible Preferred
Stock, FAMCO and Special Situations each received warrants to purchase 200,000
shares of common stock. Such warrants are exercisable at $3.125 per share and
they terminate in April 2000. These warrants also contain antidilution rights
which provide that the number of shares issuable upon exercise will be increased
if Telident issues new securities at a price less than $2.50 per share. Telident
may call the warrants if the bid price of the common stock equals or exceeds
$4.375 per share for at least 10 consecutive trading days immediately before the
call. Telident may not call the warrants during any period in which the
registration of the shares underlying the warrants is not effective.

         In July 1997, Telident issued 277,778 shares of Series II Convertible
Preferred Stock and warrants to purchase 312,500 shares of common stock to
FAMCO. Although the Series II Convertible Preferred Stock has been completely
converted to common shares, FAMCO still holds the related warrant. This warrant
is
    

                                       13
<PAGE>


   
exercisable at $4.83 per share and terminates in July 1999. The number of shares
issuable pursuant to this warrant has been adjusted pursuant to antidilution
rights substantially similar to those described above. As of March 30, 1999,
such warrant could have been exercised for 364,907 common shares. Telident may
call the warrants if the bid price of the common stock equals or exceeds $7.88
per share for at least 10 consecutive trading days immediately before the call.

SELLING SHAREHOLDERS' REGISTRATION RIGHTS

         Under our stock purchase agreements with FAMCO and Special Situations,
we agreed to register (a) their shares of common stock, (b) shares to be issued
to them upon the conversion of their preferred stock, and (c) shares to be
issued to them upon the exercise of their warrants. We also agreed to use our
best efforts to keep the registration statement effective for three years, until
they no longer hold or have the right to acquire the shares, or until all of
their shares may be sold pursuant to SEC rules without volume restrictions,
whichever comes first.

         Pursuant to our modification agreement with the selling shareholders
holding Series I Convertible Preferred Stock, we agreed to register shares to be
issued to them upon the conversion of their preferred stock. We also agreed to
use our best efforts to keep the registration statement effective for two years.

         Our registration of the shares does not necessarily mean that the
selling shareholders will sell all or any of the shares covered by this
prospectus.
    

                                 USE OF PROCEEDS

         All of the net proceeds from the sale of the shares will go to the
shareholders who offer and sell their shares. Accordingly, we will not receive
any proceeds from the sale of the shares.

                              PLAN OF DISTRIBUTION

         The selling shareholders may offer their shares at various times in one
or more of the following transactions:

         *         on the Nasdaq SmallCap Market
         *         in transactions other than on such market
         *         in privately negotiated transactions, or
         *         in a combination of any of the above transactions

   
         The selling shareholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such prices, or at
negotiated prices. We are indemnifying the selling shareholders against
liabilities under the Securities Act.

         The selling shareholders may use broker-dealers to sell their shares.
If this happens, broker-dealers will either receive discounts or commissions
from the selling shareholders, or they will receive commissions from purchasers
of shares for whom they acted as agents.

         The selling shareholders and any persons who participate in the sale of
the shares from time to time, may be deemed to be "underwriters" within the
meaning of Section 2(a)(11) of the Securities Act. Any
    

                                       14
<PAGE>


   
commissions paid or discounts or concessions allowed to any such persons and any
profits received on resale of the shares, may be deemed to be underwriting
compensation under the Securities Act.

         In order to comply with applicable state securities laws, the shares
will be sold only through registered or licensed brokers or dealers. In
addition, the shares will not be sold until they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available.

                                  LEGAL MATTERS

         For the purposes of this offering, Briggs and Morgan, Professional
Association, is giving its opinion on the validity of the shares and certain
legal matters pertaining to Telident.

                                     EXPERTS

         The financial statements incorporated in this prospectus by reference
from Telident's Annual Report on Form 10-KSB/A for the year ended June 30, 1998
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's web site at http://www.sec.gov.

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to documents we file with the SEC. The information incorporated by
reference is considered to be part of this prospectus. Information that we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until the selling shareholders sell all of the
shares covered by this prospectus:

         *        Annual Report on Form 10-KSB/A for the year ended June 30,
                  1998;

         *        Quarterly Reports on Form 10-QSB for the quarters ended
                  September 30, 1998 and December 31, 1998;

         *        Description of our common stock contained in our Registration
                  Statement on Form SB-2 (No. 333-04311) filed on May 22, 1996
                  (as amended);

         *        Current Reports on Form 8-K filed on August 19, 1998; and

         *        Definitive Schedule 14A (Proxy Statement) filed on September
                  29, 1998.
    

                                       15
<PAGE>


   
         This prospectus is part of a registration statement we filed with the
SEC. You may request a copy of the registration statement or any of the above
filings, at no cost, by writing or telephoning the Chief Executive Officer at
the following address:

                                Telident, Inc.
                                Ten Second Street N.E., Suite 212
                                Minneapolis, Minnesota 55413
                                (612) 623-0911

         You should rely only on the information or representations provided in
this prospectus. We have not authorized anyone else to provide you with
different information. The selling shareholders will not make an offer of these
shares in any state where the offer is not permitted. You should not assume that
the information in this prospectus is accurate as of any date other than the
date on the front of this document.
    

                                       16
<PAGE>


================================================================================

         YOU SHOULD RELY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT
TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN
THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF
THIS DOCUMENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN
OFFER TO BUY ANY SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.





                                -----------------

                                TABLE OF CONTENTS

                                -----------------

                                                                            Page
                                                                            ----


   
Prospectus Summary..........................................................  2
Risk Factors................................................................  4
Selling Shareholders........................................................ 11
Use of Proceeds............................................................. 14
Plan of Distribution........................................................ 14
Legal Matters............................................................... 15
Experts..................................................................... 15
Where You Can Find More Information......................................... 15
    

================================================================================


================================================================================

   
                                3,319,038 SHARES
    




                                 TELIDENT, INC.





                                  COMMON STOCK







                                -----------------

                                   PROSPECTUS

                                -----------------





                              ______________, 1999

================================================================================

<PAGE>


                PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

   
         The following table sets forth the various expenses payable by Telident
in connection with the sale and distribution of the shares being registered. All
amounts shown are estimates, except the registration fee.

         SEC registration fee......................................  $  1,027
         Legal fees and expenses...................................    17,500
         Accounting fees and expenses..............................     7,500
         Blue sky and related fees and expenses....................     1,000
         Miscellaneous (including listing fees, if applicable).....    22,973
                                                                     --------
              Total................................................  $ 50,000
                                                                     ========
    

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Minnesota Statutes Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, employee or agent of a
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of a corporation. Section 302A.521 contains detailed terms regarding
such right of indemnification and reference is made thereto for a complete
statement of such indemnification rights.

   
         Article VII of Telident's Restated Articles of Incorporation eliminates
certain personal liability of the directors of Telident for monetary damages for
certain breaches of the directors' fiduciary duties.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit
Number        Description
- ------        -----------

 5.1          Opinion of Briggs and Morgan, Professional Association.

10.1          Stock Purchase Agreement dated April 13, 1998, between Telident
              and FAMCO III Limited Liability Company and Special Situations
              Private Equity Fund, L.P. (incorporated by reference to the
              Registrant's Annual Report on Form 10-KSB filed with the SEC on
              August 28, 1998, File No. 000-20887).

10.2          Series I Convertible Preferred Stock Modification Agreement dated
              December 29, 1998, between Telident and the holders of Series I
              Convertible Preferred Stock (incorporated by reference to the
              Registrant's Quarterly Report on Form 10-QSB filed with the SEC on
              February 16, 1999, File No. 000-20887).

10.3          Series III Convertible Preferred Stock Modification Agreement
              dated December 29, 1998, between Telident and Special Situations
              Private Equity Fund, L.P. (incorporated by reference to the
              Registrant's Quarterly Report on Form 10-QSB filed with the SEC on
              February 16, 1999, File No. 000-20887).

23.1          Consent of Briggs and Morgan, Professional Association (included
              in Exhibit 5.1).

23.2          Independent Auditors' Consent.

24.1          Power of Attorney (previously filed).
    

                                      II-1
<PAGE>


ITEM 17. UNDERTAKINGS

         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:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     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;
                           and

                  (iii)    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 the undertakings set forth in paragraphs (i) and (ii)
above 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.

         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 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         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 provisions summarized in Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the SEC 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 the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person 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 whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                      II-2
<PAGE>


                                   SIGNATURES

   
         Pursuant to the requirements of the Securities Act, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis and State of Minnesota, on April 2, 1999.


                                        TELIDENT, INC.

                                        By   /s/ W. Edward McConaghay
                                           -------------------------------------
                                           W. Edward McConaghay
                                           President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons on the dates and in the
capacities indicated.

         Signature                           Title                      Date
         ---------                           -----                      ----

 /s/ W. Edward McConaghay     President, Chief Executive           April 2, 1999
- --------------------------    Officer and Director (Principal
  W. Edward McConaghay        Executive Officer)


 /s/ W. Edward McConaghay     Treasurer and Chief Financial        April 2, 1999
- --------------------------    Officer (Principal Financial and
   W. Edward McConaghay       Accounting Officer)


             *                Chairman of the Board and
- --------------------------    Director
 Mark W. Sheffert


             *                Director
- --------------------------
 Scott R. Anderson


             *                Director
- --------------------------
 Willis K. Drake


             *                Director
- --------------------------
 David F. Durenberger


             *                Director
- --------------------------
 John D. Wunsch


             *                Director
- --------------------------
 Mack V. Traynor, III


* By  /s/ W. Edward McConaghay                                     April 2, 1999
     --------------------------
          W. Edward McConaghay
          As Attorney-In-Fact
    

<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number        Description
- ------        -----------

   
 5.1          Opinion of Briggs and Morgan, Professional Association.

10.1          Stock Purchase Agreement dated April 13, 1998, between Telident
              and FAMCO III Limited Liability Company and Special Situations
              Private Equity Fund, L.P. (incorporated by reference to the
              Registrant's Annual Report on Form 10-KSB filed with the SEC on
              August 28, 1998, File No. 000-20887).

10.2          Series I Convertible Preferred Stock Modification Agreement dated
              December 29, 1998, between Telident and the holders of Series I
              Convertible Preferred Stock (incorporated by reference to the
              Registrant's Quarterly Report on Form 10-QSB filed with the SEC on
              February 16, 1999, File No. 000-20887).

10.3          Series III Convertible Preferred Stock Modification Agreement
              dated December 29, 1998, between Telident and Special Situations
              Private Equity Fund, L.P. (incorporated by reference to the
              Registrant's Quarterly Report on Form 10-QSB filed with the SEC on
              February 16, 1999, File No. 000-20887).

23.1          Consent of Briggs and Morgan, Professional Association (included
              in Exhibit 5.1).

23.2          Independent Auditors' Consent.

24.1          Power of Attorney (previously filed).
    



   
                                                                     EXHIBIT 5.1



                                  April 2, 1999



Telident, Inc.
Ten Second Street N.E., Suite 212
Minneapolis, MN 55413

Gentlemen:

         We are counsel to Telident, Inc., a Minnesota corporation, in
connection with its filing of a registration statement on Form S-3, under the
Securities Act, relating to the proposed sale by selling shareholders of
3,319,038 shares of common stock of the Company.

         We have examined the registration statement and those documents,
corporate records, and other instruments we deemed relevant as a basis for the
opinion herein expressed.

         Based on the foregoing, it is our opinion that when the registration
statement shall have been declared effective by order of the SEC, and the shares
have been sold as contemplated by the registration statement, the shares will be
legally and validly issued, fully-paid and nonassessable.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
registration statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus included in such registration statement.


                                         Very truly yours,

                                         BRIGGS AND MORGAN,
                                         Professional Association


                                         By    /s/ Brian D. Wenger
                                               Brian D. Wenger
    



                                                                    EXHIBIT 23.2



                          Independent Auditors' Consent

   
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-67741 of Telident, Inc. on Form S-3 of our
report dated July 31, 1998, except as to Note 7 which is dated August 18, 1998,
appearing in the Annual Report on Form 10-KSB/A of Telident, Inc. for the year
ended June 30, 1998 and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.




  /s/ DELOITTE & TOUCHE LLP
- -----------------------------------
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
April 2, 1999
    



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