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
May 2, 1996
Date of Report (Date of earliest event reported)
DIGITAL BIOMETRICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-18856 41-545069
(State or other jurisdiction (Commission File No.) (IRS Employer ID No.)
of incorporation)
5600 Rowland Road, Minnetonka, Minnesota 55343
(Address of principal executive offices)
(612) 932-0888
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES
On May 2, 1996, the Board of Directors of Digital Biometrics, Inc. (the
"Company") declared a dividend of one Common Share purchase right (a "Right")
for each outstanding share of common stock, par value $ .01 per share (the
"Common Shares"), of the Company and authorized the issuance of one Right for
each Common Share which shall become outstanding between the Record Date and the
earlier of the Distribution Date (as hereinafter defined) or the final
expiration date of the Rights. The dividend is payable on May 22, 1996 (the
"Record Date"), to the stockholders of record on that date. Each Right will
entitle the registered holder to purchase from the Company a number of Common
Shares of the Company to be determined upon the issuance of the certificates
evidencing the Rights at a price of $35 (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Norwest Bank
Minnesota, National Association, as Rights Agent (the "Rights Agent").
The Rights become exercisable on the first day after the Distribution
Date. The Distribution Date is defined as the earlier to occur of (i) ten
business days following a public announcement that a person or group of
affiliated or associated persons (not including the Company, any subsidiary of
the Company, any Person holding Common Shares acquired in a transaction approved
in advance in writing by a majority of the Disinterested Directors of the Board
of Directors of the Company, any employee benefit plan of the Company or its
subsidiaries or any entity holding Common Shares for or pursuant to any such
plan, or any person who beneficially owns 7.5% or more of the Common Shares
outstanding on the 20th day preceding the Record Date, to the extent of such
ownership) (an "Acquiring Person"), has acquired beneficial ownership of 15% or
more of the outstanding Common Shares, or (ii) ten business days following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of such outstanding Common Shares.
The Rights will expire on April 30, 2006 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case, as described below.
Until the Distribution Date, the Rights will be evidenced, with respect
to any Common Share certificate outstanding as of the Record Date, by such
Common Share certificate together with a copy of this Summary of Rights attached
thereto. The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
new Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common Shares, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption,
exchange or expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date, even without
such notation or copy of this Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
In the event that any person becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which Rights will thereafter be null
and void for all purposes of the Rights Agreement and the holder thereof shall
thereafter have no rights with respect to such Rights, whether under the Rights
Agreement or otherwise), will thereafter have the right to receive upon exercise
thereof, at the then current Purchase Price, a number of Common Shares equal to
the result obtained by dividing the then current Purchase Price by 50% of the
market price per Common Share at the date such person became an Acquiring
Person. Under certain circumstances, other equity and debt securities, property,
cash or combinations thereof, including a combination with Common Shares that
are equal in value to the number of Common Shares for which the Right is
exercisable, may be issued in lieu of Common Shares for which the Right is
exercisable. In such event, the purchase price per Common Share will be fifty
percent (50%) of the then current per share market price of the Common Shares.
The Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the issuance of certain rights, options or warrants to
subscribe for or purchase Common Shares at a price, or securities convertible
into Common Shares, with a conversion price less than the then current market
price of the Common Shares, or (iii) upon the distribution to holders of the
Common Shares of evidences of indebtedness or assets (excluding regular periodic
cash dividends paid out of earnings or retained earnings or dividends payable in
Common Shares) or of subscription rights or warrants (other than those referred
to above). The number of outstanding Rights and the number of Common Shares
issuable upon exercise of each Right are also subject to adjustment in the event
of a stock split of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution Date.
In the event, following the first date of public announcement by the
Company or an Acquiring Person that an Acquiring Person has become such (a
"Shares Acquisition Date"), that the Company is, in effect, acquired in a merger
or other business combination transaction or 50% or more of its consolidated
assets or earning power is sold, proper provision will be made so that each
holder of a Right, other than Rights that were or are beneficially owned by an
Acquiring Person (which will thereafter be null and void for all purposes of the
Rights Agreement and the holder thereof shall thereafter have no rights with
respect to such Rights, whether under the Rights Agreement or otherwise), will
thereafter generally have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of shares of common stock
of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
Under certain circumstances, after a Person has become an Acquiring
Person, the Board of Directors of the Company may exchange the Rights (other
than Rights that were or are beneficially owned by an Acquiring Person), in
whole or in part, at an exchange ratio to be determined in accordance with the
Rights Agreement.
In the event that the Company does not have sufficient authorized but
unissued Common Shares to permit the delivery of the required number of Common
Shares upon the exercise in full of the Rights, then each Rights Certificate
shall entitle the holder thereof to purchase the number of Common Shares equal
to a fraction, (i) the numerator of which shall be the number of Common Shares
authorized as of the Distribution Date, less: (A) the number of Common Shares
issued and outstanding as of the Distribution Date, (B) the number of Common
Shares reserved for issuance pursuant to stock options, warrants, and other
rights to purchase Common Shares from the Company outstanding on the
Distribution Date, and (C) the number of Common Shares reserved for issuance by
the Company under convertible debentures, preferred stock, or other securities
outstanding on the Distribution Date and convertible into or exchangeable for
Common Shares; and (ii) the denominator of which shall be the number of Common
Shares issued and outstanding as of the Distribution Date, less Common Shares of
which an Acquiring Person is the Beneficial Owner. In such event, the purchase
price per Common Share will be fifty percent (50%) of the then current per share
market price of the Common Shares.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Common Shares will be issued and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Shares on the last trading day prior to the date of exercise.
At any time prior to the close of business on the tenth business day
after a Shares Acquisition Date, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $ .01 per right (the
"Redemption Price") which may be paid in cash or with Common Shares or other
consideration deemed appropriate by the Board of Directors of the Company.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights at any time to cure any
ambiguity or to correct or supplement any defective or inconsistent provisions
and may, prior to the Distribution Date, be amended to change, delete or
supplement any other provision in any manner which the Company may deem
necessary or desirable. After the Distribution Date the terms of the Rights may
be amended (other than to cure ambiguities or correct or supplement defective or
inconsistent provisions) only so long as such amendment shall not adversely
affect the interests of the holders of the Rights (which may not be an Acquiring
Person in whose hands Rights are void).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including without limitation, the right
to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
May 2, 1996. A copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The exhibits filed herewith are set forth in the accompanying exhibit
index.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DIGITAL BIOMETRICS, INC.
Dated: May ____, 1996 By: ___________________________
Donald E. Berg
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
4 Rights Agreement between Digital Biometrics, Inc. and Norwest Bank
Minnesota, National Association, as Rights Agreement, dated as of May
2, 1996 incorporated by reference to the Company's Registration on Form
8-A filed with the Securities and Exchange Commission on May 9, 1996.
99.1 Press Release issued by Registrant on May 6, 1996 concerning Rights
Agreement.
DIGITAL BIOMETRICS INC.
ELECTRONIC FINGERPRINTING SYSTEMS
PRESS RELEASE
FOR IMMEDIATE RELEASE
DIGITAL BIOMETRICS ANNOUNCES
SHAREHOLDER RIGHTS PLAN
Minnetonka, Minnesota, May 8, 1996-- PRNewswire/--Digital Biometrics,
Inc. ("DBI") (NASDAQ: DMII), a Minnetonka, Minnesota based manufacturer of
biometric identification products, today announced that its Board of Directors
has adopted a Shareholder Rights Plan ("the Plan"). The Plan is designed to
enable DBI and its Board of Directors to develop and preserve long term values
for stockholders and to protect stockholders in the event an attempt is made to
acquire control of DBI without an offer of fair value to all stockholders. The
Company said that the Plan was not adopted in response to any specific offer to
acquire control of the Company and the Company is not aware of any such effort.
DBI Chairman and Chief Executive Officer Jack A. Klingert said
"Shareholder rights plans are a common and effective deterrent against hostile
takeover attempts of public companies by giving the boards of directors
negotiating strength when offers to purchase all or a portion of the company's
outstanding common stock are at less than what the board of directors and the
company's investment bankers consider a fair price to existing stockholders."
Under the Plan, each stockholder of record at the close of business on
May 15, 1996, will receive as a dividend one right for each share of DBI common
stock held. The rights expire on April 30, 2006. Each right will entitle the
holder to buy from DBI a number of shares of DBI common stock at a purchase
price 50% less than the market price at such time that the Plan is activated.
The total number of shares purchasable is limited to total authorized common
shares and is determined in accordance with a formula set forth in a Rights
Agreement between DBI and Norwest Bank Minnesota, National Association. The
rights will attached to and trade with DBI common stock and will not detach from
the common stock and become exercisable until after a person or group acquires
15% of DBI's common stock or begins a tender offer that would result in
ownership of at least 15% of DBI's common stock.
If any person or group were to acquire 15% (except pursuant to a tender
offer for all outstanding shares of DBI common stock at a price and on terms
determined to be fair by a majority of DBI's independent directs), the Plan
would be triggered. In that case, each right (except those held by the acquiring
person) will then entitle its holder to purchase, in accordance with the Rights
Agreement, a number of shares of DBI common stock having twice the value of the
exercise price. Also, if DBI is acquired in a merger or other business
combination transaction, or sells more than 50% of its assets or earning power
to any person, each right will entitle its holder to purchase a number of shares
of common stock of the acquiring company at a price equivalent to 50% of the
then-current per share market price of the common stock of the acquiring
company.
DBI may redeem the rights at $.01 per right at any time on or prior to
the tenth business day following the acquisition of 15% or more of its common
stock or commencement of a tender offer for at least 15% ownership of DBI.
At any time when the rights are outstanding and exercisable, the Board
of Directors, may, at its option, exchange all or any part of the rights for
common stock at an exchange ratio of one share per right, subject to adjustment
for the availability of authorized common shares.
A copy of the press release, in its entirety, will be mailed to all
stockholders.
Contact Donald E. Berg, Vice President-Finance, (612) 932-0888.
