As filed with the Securities and Exchange Commission on August 29, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DIGITAL BIOMETRICS, INC.
(Exact name of Registrant as Specified in Its Charter)
DELAWARE 3577 41-1545069
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
5600 ROWLAND ROAD
MINNETONKA, MINNESOTA 55343
(Address, including Zip Code, of Principal Executive Offices)
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1990 STOCK OPTION PLAN
(Full Title of the Plan)
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JAMES C. GRANGER, PRESIDENT AND CHIEF EXECUTIVE OFFICER
DIGITAL BIOMETRICS, INC.
5600 ROWLAND ROAD
MINNETONKA, MINNESOTA 55343
(612) 932-0888
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
AVRON L. GORDON, ESQ.
BRIGGS AND MORGAN, P.A.
2400 IDS CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 334-8400
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered registered share(1) price(1) registration fee
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Common stock,
$.01 par value, issuable under
the 1990 Stock Option Plan 500,000 $1.875 $937,500 $285
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the last reported sale for such
stock on August 27, 1997, as reported by the Nasdaq National Market
System.
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REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is being filed by Digital Biometrics, Inc.
(the "Company") pursuant to General Instruction E to the Registration Statement
on Form S-8 under the Securities Act of 1933, as amended, to register an
additional 500,000 shares of the Company's common stock, $.01 par value per
share (the "Common Stock"), which will be issued pursuant to the Company's 1990
Stock Option Plan (the "Plan"). A total of 1,500,000 shares of Common Stock
issuable under the Plan have been previously registered pursuant to the
Company's Registration Statements on Form S-8 filed with the Securities and
Exchange Commission on June 28, 1991 (Registration No. 33-41510), June 2, 1993
(Registration No. 33-63984) and March 31, 1995 (Registration No. 33-90900), and
the information contained therein is hereby incorporated by reference herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company incorporates herein by reference the following documents or
portions of documents, as of their respective dates as filed with the Securities
and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996 (File No. 0-18856) filed with the
Commission on December 27, 1996, pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Company's amended Annual Report on Form 10-K/A for the
fiscal year ended September 30, 1996 (File No. 0-18856) filed with the
Commission on July 11, 1997, pursuant to Section 13 of the Exchange
Act;
(c) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended December 31, 1996, March 31, 1997 and June 30,
1997 (File No. 0-18856) filed with the Commission on February 14, May
15 and August 13, 1997, respectively;
(d) The Company's amended Quarterly Reports on Form 10-Q/A for
the fiscal quarters ended December 31, 1996 and March 31, 1997 (File
No. 0-18856) filed with the Commission on July 11, 1997;
(e) The Company's Current Reports on Form 8-K filed with the
Commission on February 11, February 18, February 25, March 5 and April
15, 1997;
(f) The Company's Definitive Schedule 14A (Proxy Statement)
(File No. 0-18856) filed with the Commission on February 3, 1997,
relating to the Company's Annual Meeting of Stockholders held on March
18, 1997;
(g) The Company's Definitive Schedule 14A/A (Notice of
Adjournment) (File No. 0-18856) filed with the Commission on March 26,
1997, relating to an adjournment of the Company's Annual Meeting of
Stockholders held on April 14, 1997.
(h) The description of Common Stock contained in the Company's
Registration Statement on Form S-18 (No. 33-36939) filed with the
Commission on September 19, 1990, and amended by Amendment Nos. 1, 2
and 3 filed with the Commission on October 30, December 4 and December
6, 1990, respectively.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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5.1 Opinion of Briggs and Morgan, Professional Association
23.1 Consent of Briggs and Morgan, Professional Association (included
in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (included on Signature Page)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Minneapolis, state of Minnesota, on this 29th
day of August, 1997.
DIGITAL BIOMETRICS, INC.
By /s/James C. Granger
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James C. Granger
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James C. Granger, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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/s/James C. Granger President, Chief Executive Officer and August 29, 1997
- -------------------------- Director (Principal Executive Officer)
James C. Granger
/s/John Metil Chief Financial Officer (Principal August 29, 1997
- -------------------------- Accounting Officer and Principal Financial
John Metil Officer)
Director
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George Latimer
/s/C. McKenzie Lewis III Chairman of the Board and Director August 29, 1997
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C. McKenzie Lewis III
Director
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Stephen M. Slavin
/s/Jack A. Klingert Director August 29, 1997
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Jack A. Klingert
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EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Briggs and Morgan, Professional Association
23.1 Consent of Briggs and Morgan, Professional Association
(included in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (included on Signature Page)
EXHIBIT 5.1
BRIGGS AND MORGAN
PROFESSIONAL ASSOCIATION
2400 IDS CENTER
MINNEAPOLIS, MN 55402
(612) 334-8400
August 29, 1997
Digital Biometrics, Inc.
5600 Rowland Road
Minnetonka, Minnesota 55343
RE: REGISTRATION STATEMENT ON FORM S-8
1990 STOCK OPTION PLAN
Gentlemen:
In connection with the proposed issuance of an additional 500,000
shares of common stock, $.01 par value per share (the "Shares"), of Digital
Biometrics, Inc. (the "Company") in conjunction with the Company's 1990 Stock
Option Plan (the "Plan") and to be registered under the Securities Act of 1933,
as amended, on Form S-8 (the "Registration Statement"), we have examined such
documents and have reviewed such questions of law as we have considered
necessary and appropriate for the purposes of this opinion and, based thereon,
we advise you that, in our opinion, the Shares have been duly authorized by the
Company and when duly executed and authenticated, paid for and delivered in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BRIGGS AND MORGAN,
Professional Association
By /s/ Avron L. Gordon
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Avron L. Gordon
EXHIBIT 23.2
Consent of KPMG Peat Marwick LLP
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Digital Biometrics, Inc. of our reports dated December 20, 1996,
except as to Note 14 which is as of March 28, 1997, with respect to the balance
sheets of Digital Biometrics, Inc. as of September 30, 1996 and 1995 and the
related statements of operations, stockholders' equity and cash flows for each
of the years in the three-year period ended September 30, 1996, and related
schedule, which reports appear in the September 30, 1996 Amended Annual Report
on Form 10-K/A of Digital Biometrics, Inc.
Minneapolis, Minnesota
August 29, 1997
/s/ KPMG PEAT MARWICK LLP
