AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION APRIL 29, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
DIGITAL BIOMETRICS, INC.
(Exact name of registrant as specified in charter)
DELAWARE 3571 41-1545069
(State or other jurisdiction (Primary Standard Industrial (I.R.S. employer
of incorporation or Classification Code Number) identification
organization) number)
5600 ROWLAND ROAD
MINNETONKA, MINNESOTA 55343
(612) 932-0888
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
COPY TO:
MR. JOHN J. METIL PHILIP J. TILTON, ESQ.
DIGITAL BIOMETRICS, INC. MASLON EDELMAN BORMAN & BRAND, LLP
5600 ROWLAND ROAD 3300 NORWEST CENTER
MINNETONKA, MINNESOTA 55343 MINNEAPOLIS, MINNESOTA 55402-4140
(612) 932-0888 (612) 672-8200
APPROXIMATE DATE OF THE COMMENCEMENT OF PROPOSED DISTRIBUTION: From time to time
after the effective date of this Registration Statement.
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>
- --------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE PRICE(2) FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
common stock, par value
$.01 per share 572,832 $1.4378 $823,618 $243.00
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 300,055 shares of common stock issuable upon exercise of
outstanding warrants.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act based upon a $1.4378 per share
average of bid and asked prices of the Registrant's common stock on the Nasdaq
National Market on April 26, 1999.
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED APRIL 29, 1999
SELLING STOCKHOLDER OFFERING PROSPECTUS
DIGITAL BIOMETRICS, INC.
572,832 SHARES OF COMMON STOCK
------------------------------------
The shares of common stock of Digital Biometrics, Inc. offered by this
prospectus are being offered by the selling stockholders listed on page 8 of
this prospectus. The common stock of Digital Biometrics, Inc. is listed on the
Nasdaq National Market under the symbol "DBII." On April 28, 1999, the last sale
price for Digital Biometrics, Inc.'s common stock as reported on the Nasdaq
National Market was $1.50.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE
SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON
PAGE 4.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION 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 date of this prospectus is April 29, 1999.
<PAGE>
TABLE OF CONTENTS
NAME OF ITEM OR CAPTION PAGE
- ---------------------------------------------------------------------- --------
DIGITAL BIOMETRICS, INC............................................... 3
RISK FACTORS.......................................................... 4
Risks Relating to DBI.......................................... 4
Risks Relating to DBI's Industry............................... 5
Risks Relating to this Offering................................ 6
FORWARD-LOOKING STATEMENTS............................................ 7
USE OF PROCEEDS....................................................... 7
SELLING STOCKHOLDERS.................................................. 8
PLAN OF DISTRIBUTION.................................................. 9
LEGAL MATTERS......................................................... 10
EXPERTS............................................................... 11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE....................... 11
WHERE YOU CAN FIND MORE INFORMATION................................... 12
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DIGITAL BIOMETRICS, INC.
DBI is located in Minnetonka, Minnesota. We develop, manufacture and
market computer-based equipment used for the identification of individuals. We
also participate in a joint venture called TRAK21 Development, LLC through which
we intend to develop and market an automated wagering tracking system based on
our existing technology.
We are a leading provider of products employing "biometric" technology,
the science of identifying individuals by measuring distinguishing biological
characteristics. Biometric identification consists of a number of techniques at
various stages of technical maturity and market acceptance. These techniques
include fingerprinting, voice recognition, retinal and iris scanning, DNA
analysis, facial and hand geometry, and handwriting analysis. Many of these
techniques have been incorporated into computer-based hardware and software
measurement technologies. The objective is that, when used with databases of
characteristics which previously have been positively linked to specific
individuals, biometric identification products enable the positive
identification of individuals whose identity is under scrutiny. DBI believes the
quality and reliability of the various non-fingerprint techniques range widely.
For over a century, fingerprints have been and remain the method of
choice to positively identify individuals. Forensic scientists endeavor to match
latent fingerprints lifted from crime scenes with the fingerprints of suspected
perpetrators. Criminal courts throughout the world accept the testimony of
fingerprint experts, and convictions are routinely achieved with fingerprint
evidence. Computerizing fingerprint identification methods has greatly increased
the speed of criminal identification processes and has been widely accepted in
the law enforcement community. As yet, none of the other biometric
identification technologies has achieved the degree of acceptance of
fingerprints in law enforcement or any other markets.
DBI currently offers products that employ "forensic-quality"
fingerprint capture technologies. Forensic quality refers to the resolution and
pixel gray-scale depth of the image. Our products have been employed by law
enforcement organizations in a number of states and foreign countries since
1988.
Our strategy is to continue to market live-scan systems to law
enforcement agencies, and to expand our product and service offerings, as well
as the markets we serve. We believe there is increasing interest from other
governmental and commercial markets to employ biometric identification
technologies.
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RISK FACTORS
An investment in DBI's common stock is very risky. You may lose the
entire amount of your investment. Prior to making an investment decision, you
should carefully read this entire prospectus and consider the following risk
factors:
RISKS RELATING TO DBI
WE MAY REVERT TO OUR HISTORIC PATTERN OF OPERATING LOSSES, WHICH, IF THIS
OCCURS, MAY RESULT IN PURCHASERS LOSING ALL OR A PORTION OF THEIR INVESTMENT IN
THIS OFFERING.
DBI has only recently become profitable in the quarter ended March 31,
1999. Previously, DBI's operations have resulted in losses which have used up
working capital rather than provide it. Consequently, we have consistently
required outside financing to satisfy our working capital and operating needs.
If DBI reverts to its historic pattern of operating losses, other sources of
capital will eventually be needed to allow our operations to continue, and these
sources may not be available to us. If DBI is unable to maintain profitability
and other sources of capital are not available to us, DBI may not be able to
continue in business.
WE ARE DEPENDENT ON EXTERNAL LINES OF CREDIT TO FINANCE OUR INVENTORIES AND
RECEIVABLES.
DBI's operations require the use of outside credit to finance
receivables and inventory. In the event that our line of credit becomes
unavailable to us, we may be compelled to seek other sources of financing to
meet these needs, which may not be available to us. If we are unable to secure
financing for inventory and receivables, then we may not be able to execute on
contractual delivery commitments to our customers. This would result in loss of
revenues and profits, and may result in the company reverting to its historic
pattern of operating losses.
WE MAY NOT HAVE THE RESOURCES TO SATISFY FUTURE TECHNOLOGY REQUIREMENTS
IMPOSED BY REGULATORY AGENCIES, CAUSING OUR SALES VOLUME TO DETERIORATE AND A
DECREASE IN OUR STOCK PRICE.
Continued participation by DBI in the law enforcement market for
live-scan systems may require the investment of substantial resources in
upgrading our products and technology to enable us to compete and to satisfy
evolving regulatory and statutory standards. There can be no assurance that such
resources will be available to DBI or that the pace of product and technology
development established by management will be appropriate to the competitive
requirements of the marketplace. In the event that we are unable to meet or
exceed new or additional regulatory and statutory standards, DBI's product sales
and financial resources may deteriorate.
OUR JOINT VENTURE IN THE GAMING MARKET MAY PROVE UNSUCCESSFUL, WHICH
COULD ADVERSELY AFFECT OUR PROFITABILITY AND CAUSE OUR STOCK PRICE TO FALL.
On March 16, 1998, Digital Biometrics, Inc. entered into an agreement
with Grand Casinos, Inc. (subsequently succeeded by Lakes Gaming, Inc.) forming
a joint venture, TRAK 21 Development, LLC, to productize, test and market the
TRAK-21 blackjack wagering data capture and player tracking system. The joint
venture is susceptible to the normal business risks customary to a start-up
operation. In particular, although prototype models of TRAK-21 have been
successfully demonstrated, there can be no assurance that this technology will
operate as required in live casino environments or that products based on
TRAK-21 technology will be accepted by customers in the gaming industry. In
addition, it has not been determined whether or not the TRAK-21 system will be
able to compete, on the basis of price and performance, with player tracking
systems of competitors whose systems have been marketed for longer periods of
time. If DBI's joint venture is ultimately unsuccessful, our results of
operations will suffer accordingly, and the market price of our stock may fall.
4
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WE MAY SUFFER FROM UNANTICIPATED YEAR 2000 PROBLEMS, RESULTING IN LOST
RESOURCES AND POTENTIAL DISRUPTION OF OUR OPERATIONS, EITHER OF WHICH COULD
RESULT IN OPERATING LOSSES AND CAUSE OUR STOCK PRICE TO FALL.
We have dedicated a portion of our resources to address so-called "Year
2000" issues in our products, internal management systems and among our vendors.
The actual costs to be incurred by DBI in connection with these efforts may
differ significantly from our estimates. Unforeseen implementation problems may
arise, and problems experienced by our suppliers might adversely affect our own
systems. Such problems may result in a disruption of our operations and cause
DBI to expend substantially more than the current budget for Year 2000 issues,
resulting in less resources being available for other critical purposes.
WE ARE UNUSUALLY RELIANT UPON CERTAIN SUPPLIERS, THE LOSS OF ANY OF
WHICH COULD BE DISRUPTIVE TO OUR BUSINESS, REDUCE OUR OPPORTUNITIES FOR
PROFITABILITY AND CAUSE THE PRICE OF OUR STOCK TO FALL.
Contrary to many manufacturing firms, we rely on single sources of
supply for certain key components used in our products. The loss of any of these
suppliers or a significant increase in the prices charged by these suppliers
would likely have a negative effect on our profitability. Moreover, the loss of
these suppliers may result in our incurring substantial expense to identify and
obtain alternate suppliers.
WE ARE DEPENDENT ON THE ONGOING SERVICES OF OUR PRESIDENT AND OUR CHIEF
OPERATING OFFICER, THE LOSS OF EITHER OF WHICH WILL LIKELY HAVE A DETRIMENTAL
EFFECT ON OUR PROFITABILITY, CUSTOMER AND SUPPLIER RELATIONS, AND THE MARKET
PRICE OF OUR STOCK.
Digital Biometrics, Inc. is highly dependent on the continued services
of its President, James Granger, and its Chief Operating Officer, John Metil.
These executives possess strategic and operational information of significance
to DBI, and a considerable amount of time will be required to institutionalize
this information. The Company does not have employment agreements with either of
these individuals, and the loss of one or both of them would likely result in a
substantial delay in DBI's ability to pursue its business objectives. In
addition, the loss of Mr. Granger and/or Mr. Metil may cause customers and
suppliers to lose confidence in DBI and its future.
WE MAY NEVER PAY DIVIDENDS ON OUR COMMON STOCK, IN WHICH EVENT
PURCHASERS' ONLY RETURN ON THEIR INVESTMENT, IF ANY, WILL OCCUR ON THE SALE OF
OUR STOCK.
We have not yet paid any dividends on our common stock, and we do not
intend to do so in the foreseeable future. DBI had not generated a profit until
the recent quarter ended March 31, 1999 in which DBI had a modest profit of
approximately $90,000. Future earnings, if any, will be used to fund DBI's
operations and growth.
RISKS RELATING TO DBI'S INDUSTRY
THE MAJORITY OF OUR REVENUES ARE DERIVED FROM GOVERNMENT AGENCIES,
DEALINGS WITH WHOM ARE FRAUGHT WITH CERTAIN RISKS RELATING TO SATISFACTION OF
PERFORMANCE CRITERIA, PRODUCT ACCEPTANCE AND IRREGULAR PURCHASING PATTERNS.
THESE RISKS GO TO DBI'S ABILITY TO SUSTAIN PROFITABILITY AND MAINTAIN OR IMPROVE
ITS STOCK PRICE.
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A substantial majority of our sales and accounts receivable are
attributable to government agencies. DBI's contracts with these agencies often
include technical requirements which may not be fully known at the time of the
order. Such contracts may also specify performance criteria which must be
satisfied before the customer accepts our products or services. Collection of
our accounts receivable may, in some instances, require the investment of
additional resources which may be uncompensated by our customers.
In addition, government agencies are subject to both political and
budgetary constraints. These factors, coupled with the nature of government
procurement processes, result in irregular and unpredictable revenue cycles for
DBI. Also, many of our customers' procurements are dependent upon the
availability of government grants and general tax funding. To the extent these
funding sources are unavailable to our customers, DBI's revenues will suffer
accordingly. Finally, future revenues from government agencies will depend on
our ability to satisfy public contract requirements, certain of which may be
uneconomical to meet.
DBI'S REVENUES ARE GENERATED AMONG A RELATIVELY SMALL NUMBER OF
CUSTOMERS. THE LOSS OF ANY ONE OR MORE OF THESE CUSTOMERS WOULD GREATLY REDUCE
OUR OPPORTUNITIES TO SUSTAIN PROFITABILITY AND MAY CAUSE A REDUCTION IN THE
MARKET PRICE OF OUR STOCK.
A majority of our sales have been attributable to a relatively small
number of customers. For example, sales to two customers accounted for 16
percent and 12 percent of our total sales for the fiscal year ended September
30, 1998. Sales to three customers accounted for 17 percent, 14 percent and 12
percent of total sales for the year ended September 30, 1997. This concentration
of sales among a few customers is expected to continue for the foreseeable
future. If one or more of our large-volume customers were to discontinue doing
business with us, our results of operations would be materially and adversely
affected. In addition, the irregular timing of large orders and their
materiality to our total revenues for any given reporting period has caused, and
is expected to cause, substantial volatility in DBI's operating results.
SIGNIFICANT AND INCREASING COMPETITION MAY RESULT IN DECLINING REVENUES
AND GROSS MARGINS, PREVENTING US FROM REMAINING PROFITABLE AND CAUSING THE
MARKET PRICE OF OUR STOCK TO DECLINE.
There is significant and increasing competition in the market for
biometric identification devices, and the market for live-scan systems in
particular. Some of the companies presently providing AFIS systems may develop
live-scan products or source live-scan products for distribution by them from
one of our competitors. Our competitors may have greater financial, technical,
marketing and other resources than we. We may not be able to compete
successfully against these other companies. In the event that we are unable to
compete successfully in the market for biometric identification devices, DBI's
will suffer declining revenues and margins, which will result in increased
operating losses and a deterioration of our financial condition. In addition,
the market price of our common stock will likely decrease.
RISKS RELATING TO THIS OFFERING
LARGE QUANTITIES OF OUR STOCK MAY BE OFFERED TOGETHER FOR SALE ON THE
MARKET AT THE SAME TIME, WHICH WOULD LIKELY CAUSE OUR STOCK PRICE TO FALL.
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Approximately 4,214,480 shares of DBI common stock are issuable upon
conversion or exercise of currently outstanding debentures, options and
warrants. Substantially all of these shares will be freely tradable upon
issuance. If large quantities of these shares are offered in the market at the
same time, the market price of our stock may be depressed.
DELAWARE CORPORATE LAW AND OUR STOCKHOLDER RIGHTS PLAN EACH HAVE THE
EFFECT OF DISCOURAGING OR PREVENTING CERTAIN TRANSACTIONS WHICH MIGHT BE
BENEFICIAL TO OUR STOCKHOLDERS.
Section 203 of the Delaware General Corporation Law has the effect of
restricting combinations between DBI and certain of its stockholders without the
approval of DBI's Board of Directors. In addition, DBI has in place a
stockholder rights plan, adopted in 1996, under which our stockholders are
entitled to purchase additional shares of our common stock at a discount from
the market price under certain circumstances. These circumstances include the
purchase of 15 percent or more of the outstanding shares of common stock by a
person or group, or the announcement of tender or exchange offer to acquire 15
percent or more of the outstanding common stock. The stockholder rights plan may
have the effect of impeding or preventing certain types of transactions
involving a change in control of DBI which could be beneficial to the
stockholders.
FORWARD-LOOKING STATEMENTS
This prospectus includes and incorporates by reference forward-looking
statements within the meaning of the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended. These statements relate to analyses
and other information which are based on forecasts of future results and
estimates of amounts not yet determinable. These statements also relate to our
future prospects, developments and business strategies.
These forward-looking statements are identified by their use of terms
and phrases such as "anticipate," "believe," "could," "estimate," "expect,"
"intend," "may," "plan," "predict," "project," "will," and similar terms and
phrases, including references to assumptions. These statements are contained in
sections entitled "Risk Factors" and other sections of this prospectus and in
the documents incorporated by reference in this prospectus.
These forward-looking statements involve uncertainties that may cause
our actual future activities and results of operations to be materially
different from those suggested or described in this prospectus. These
uncertainties include competition; industry conditions; our structure as a
holding company; our dependence on key personnel; the geographic concentration
of our operations; and governmental regulations.
Our risks are more specifically described in "Risk Factors." If one or
more of these risks materialize, our actual results may vary materially from
those expected, estimated or projected.
USE OF PROCEEDS
DBI will not receive any proceeds from the sale of the common stock by
the selling stockholders.
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SELLING STOCKHOLDERS
The following table sets forth the number of shares of common stock
owned by each selling stockholder as of the date of this prospectus, assuming
all the shares of DBI common stock beneficially owned by each selling
stockholder will be sold. Except where otherwise noted, each person in the
following table has, to our knowledge, sole voting and investment power with
respect to the shares beneficially owned.
<TABLE>
<CAPTION>
Shares Shares
Beneficially Owned Shares to Beneficially Owned
Prior to the Offering be Sold After the Offering
----------------------- in the --------------------
Name of Selling Stockholder Number Percentage Offering Number Percentage
- --------------------------- ------ ---------- -------- ------ ----------
<S> <C> <C> <C> <C> <C>
William H. Riviere 9,514 * 9,514 -- *
David E. Riviere 19,028 * 19,028 -- *
Steven A. Oberg 4,756 * 4,756 -- *
Jeffrey D. Rahm & Susan D. Rahm 19,028 * 19,028 -- *
Jon Nelson & Paula Nelson 19,028 * 19,028 -- *
Brian R. Johnson & Jennifer Johnson 19,028 * 19,028 -- *
Raymond H. Rice 15,224 * 15,224 -- *
Bruce J. Zwick 15,224 * 15,224 -- *
Gary Kohler 38,058 * 38,058 -- *
David B. Johnson Family Foundation 74,592 * 74,592 -- *
David B. Johnson 301,283 2.0 238,575 62,708 *
Elmer R Salovich TR UA 12 16 98 76,116 * 76,116 -- *
Alan Frailich 7,612 * 7,612 -- *
Paul R. Keuhn 72,937 * 10,229 62,708 *
Eldon C. Miller 24,313 * 3,410 20,903 *
Stanley D. Rahm 24,313 * 3,410 20,903 *
------- ------- -------
740,054 572,832 167,222
</TABLE>
- -------------------------------
* Less than one percent.
Except as provided in the following sentence, the shares of DBI common
stock listed above as shares to be sold in the offering consist of shares
purchased in the DBI March 31, 1999 private placement offering and an equal
number of shares issuable upon exercise of warrants issued to each selling
stockholder in the same transaction. The following share amounts reflected in
the table above represent shares issuable upon exercise of warrants issued as
compensation for investment banking services in connection with the March 31,
1999 private placement offering and prior private placement transactions:
Shares
------
Paul R. Keuhn 72,937
David B. Johnson 72,937
Eldon C. Miller 24,313
Stanley D. Rahm 24,313
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From time to time, DBI may issue prospectus supplements to reflect
certain additional information pertaining to the selling stockholders. Such
information may include a change in the number of shares of common stock
beneficially owned by them, the public offering price of shares to be sold, the
names of any agent, dealer or underwriter employed by selling stockholders, or
any applicable commission or discount relative to a particular offer.
PLAN OF DISTRIBUTION
The selling stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling stockholders may use any one or more of the
following methods when selling shares:
* ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
* block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
* purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
* an exchange distribution in accordance with the rules of the
applicable exchange;
* privately negotiated transactions;
* short sales;
* broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;
* a combination of any such methods of sale; and
* any other method permitted pursuant to applicable law.
The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.
The selling stockholders may also engage in short sales against the
box, puts and calls and other transactions in securities of DBI or derivatives
of DBI securities and may sell or deliver shares in connection with these
trades. The selling stockholders may pledge their shares to their brokers under
the margin provisions of customer agreements. If a selling stockholder defaults
on a margin loan, the broker may, from time to time, offer and sell the pledged
shares.
Broker-dealers engaged by the selling stockholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchase) in amounts to be
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negotiated. The selling stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
The selling stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
DBI is required to pay all fees and expenses incident to the
registration of the shares, including fees and disbursements of counsel to the
selling stockholders. DBI has agreed to indemnify the selling stockholders
against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.
LEGAL MATTERS
Certain legal matters in connection with the common stock offered
hereby will be passed upon for DBI by Maslon Edelman Borman & Brand, LLP,
Minneapolis, Minnesota.
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EXPERTS
The financial statements and schedule of Digital Biometrics, Inc. as of
September 30, 1998 and for each of the years in the three-year period ended
September 30, 1998 have been incorporated by reference in this prospectus and in
the registration statement in reliance upon the reports of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference into
this prospectus, and upon the authority of KPMG Peat Marwick LLP as experts in
accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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 those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and replace this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until the selling stockholder sells all the common stock. This
prospectus is part of a registration statement we filed with the SEC
(Registration No. 333- ).
* Annual Report on Form 10-K for the year ended September 30, 1998, as
amended by Form 10-K/A filed with the SEC on January 28, 1999.
* Quarterly Report on form 10-Q for the three months ended December 31,
1998.
* The description of our common stock contained in our registration
statement on Form 8-A, as amended.
* Future Filings
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Digital Biometrics, Inc.
5600 Rowland Road
Minnetonka, Minnesota 55343
Attention: Chief Financial Officer
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling stockholders will
not make any offer of the common stock in any state where the offer is not
permitted. You should not assume that the information on this prospectus or any
supplement is accurate as of any date other than the date on the front of those
documents.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. 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 public reference rooms. Our SEC
filings are also available to the public from the SEC's web site at
http://www/sec/gov.
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----------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL
HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED IN THIS DIGITAL BIOMETRICS, INC.
PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE HEREBY, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE 572,832
RELIED UPON AS HAVING BEEN AUTHORIZED BY SHARES
DIGITAL BIOMETRICS, INC. THIS PROSPECTUS OF
DOES NOT CONSTITUTE AN OFFER TO SELL, OR COMMON STOCK
SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OFFERED HEREBY TO ANY PERSON IN
ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER --------------------
THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY PROSPECTUS
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THE INFORMATION CONTAINED HEREIN IS --------------------
CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE OF THIS PROSPECTUS.
----------------------------------
APRIL 29, 1999
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses, all of which are
being paid by the Company, in connection with this offering
Registration Fee................................. $ 243
Accounting Fees.................................. 2,000
Nasdaq Listing Fee............................... 11,457
Legal Fees and Expenses.......................... 5,000
Miscellaneous.................................... 2,000
-------
Total............................................ $20,700
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware allows a
corporation to indemnify any person who was or is, or is threatened to be made a
party to any threatened, pending or completed suit or proceeding. This applies
whether the matter is civil, criminal, administrative or investigative because
he or she is or was a director, officer, employee or agent of the corporation.
A corporation may indemnify against expenses (including attorney's
fees) and, except for an action by or in the name of the corporation, against
judgments, fines and amounts paid in settlement as part of such suit or
proceeding. This applies only if the person indemnified acted in good faith and
in a manner he or she reasonably believed to be in the best interest of the
corporation. In addition, with respect to any criminal action or proceeding, the
person had no reasonable cause to believe his or her conduct was unlawful.
In the case of an action by or in the name of the corporation, no
indemnification of expenses may be made for any claim, as to which the person
has been found to be liable to the corporation. The exception is if the court in
which such action was brought determines that the person is reasonably entitled
to indemnity for expenses.
Section 145 of the General Corporation Law of Delaware further provides
that if a director, officer, employee or agent of the corporation has been
successful in the defense of any suit, claim or proceeding described above, he
or she will be indemnified for expenses (including attorneys' fees) actually and
reasonably incurred by him or her.
Insofar as indemnification for liabilities arising under the Act is
permitted as to directors, officers and controlling persons of the Company, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy and is, therefore, unenforceable. In the event that a
claim for
II-1
<PAGE>
indemnification against such liabilities (other than the payment by the Company
in the successful defense of any action, suit or proceeding) is asserted, the
Company 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. The
Company will be governed by the final adjudication of such issue.
ITEM 16. EXHIBITS.
NUMBER DESCRIPTION
- ------ -----------
5 Opinion of Maslon Edelman Borman & Brand, LLP
23(1) Consent of KPMG Peat Marwick LLP
23(2) Consent of Maslon Edelman Borman & Brand, LLP (included in Exhibit 5)
24 Power of Attorney (included on Page II-3)
- ----------------
ITEM 17. UNDERTAKINGS.
(a) 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;
(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; and
(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.
(4) 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 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 a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to the initial BONA FIDE offering
thereof.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Minnetonka, State of
Minnesota, on April 28, 1999.
DIGITAL BIOMETRICS, INC.
Registrant
By: /s/ James C. Granger
-------------------------------------------
Name: James C. Granger
Title: President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ John J. Metil
-------------------------------------------
Name: John J. Metil
Title: Chief Operating Officer and Chief Financial
Officer (Principal Financial Officer and
Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James C. Granger and John J. Metil, each
or either of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any and 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 attorneys-in-fact and
agents, and each of them, 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 attorneys-in-fact and agents or any of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 28th day of April, 1999 by
the following persons in the capacities indicated:
SIGNATURE TITLE
/s/ James C. Granger Chief Executive Officer and Director
- -----------------------------
James C. Granger
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<PAGE>
/s/ C. McKenzie Lewis III Chairman of the Board and Director
- -----------------------------
C. McKenzie Lewis III
/s/ George Latimer Director
- -----------------------------
George Latimer
/s/ John E. Haugo Director
- -----------------------------
John E. Haugo
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF DOCUMENT PAGE NO.
5 Opinion of Maslon Edelman Borman & Brand, LLP.
23(1) Consent of KPMG Peat Marwick LLP.
23(2) Consent of Maslon Edelman Borman & Brand, LLP (included in
Exhibit 5).
24 Power of Attorney (included on Page II-3).
II-5
EXHIBIT 5
April 28, 1999
Digital Biometrics, Inc.
5600 Rowland Road
Minnetonka, MN 55343
RE: REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We have acted as counsel to Digital Biometrics, Inc., a Delaware
corporation (the "Company") in connection with the preparation of a registration
statement on Form S-3 (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission on April 29, 1999 relating to the
registration under the Securities Act of 1933, as amended (the "1933 Act", of
572,832 shares of the Company's common stock, $.10 par value (the "Shares").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the 1933 Act.
In connection with the rendering of this opinion, we have examined and
are familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement; (ii) the Certificate of
Incorporation and the Bylaws of the Company, as amended, each as currently in
effect; (iii) certain resolutions adopted by the Board of Directors of the
Company relating to the issuance of the Shares, the preparation and filing of
the Registration Statement and certain related matters; (iv) certain agreements,
certificates of public officials, certificates of other officers or
representatives of the Company or others; and (v) such other documents,
certificates and records as we deemed necessary or appropriate as a basis for
the opinions expressed herein.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. As to any facts material to the
opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others.
We are attorneys licensed to practice in the State of Minnesota and the
opinions expressed herein are limited to the laws of the State of Minnesota and
the Delaware General Corporation Law.
Based upon and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, it is our opinion that:
<PAGE>
1. The Company is a validly existing corporation in good standing under
the laws of the State of Delaware.
2. The Shares have been duly authorized and are validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to our name under the
caption "Legal Matters" in the prospectus filed as part of the Registration
Statement.
This opinion is furnished to you in connection with the filing of the
Registration Statement and, except as provided in the immediately preceding
paragraph, is not to be used, circulated, quoted for any other purpose or
otherwise referred to or relied upon by any other person without the express
written permission of this firm.
Very truly yours,
/s/ MASLON EDELMAN BORMAN & BRAND, LLP
EXHIBIT 23(1)
Independent Certified Public Accountants' Consent
The Board of Directors and Stockholders
Digital Biometrics, Inc.
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
April 29, 1999
