AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MARCH 23, 1999
REGISTRATION NO. 333-72031
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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 organization) Classification Code Number) identification
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
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING
TO BE REGISTERED REGISTERED(1) PER SHARE PRICE(2)
- -------------------------------- ------------------ ---------------------- ----------------------
<S> <C> <C> <C>
common stock, par value $.01
per share 886,660 $1.50 $1,329,990
- -------------------------------- ------------------ ---------------------- ----------------------
</TABLE>
(1) Includes 464,441 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 $1.50 per share
average of bid and asked prices of the Registrant's common stock on the Nasdaq
National Market on February 4, 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.
================================================================================
<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 MARCH 23, 1999
SELLING STOCKHOLDER OFFERING PROSPECTUS
DIGITAL BIOMETRICS, INC.
886,660 SHARES OF COMMON STOCK
-----------------------------------------
The shares of commom stock Digital Biometrics, Inc. ("DBI") offered by
this prospectus are being offered by the selling stockholders listed on pages 7
and 8 of this prospectus. The common stock of DBI is listed on the Nasdaq
National Market under the symbol "DBII." On March 22, 1999, the last sale price
for DBI's common stock as reported on the Nasdaq National Market was $1.4375.
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 March 23, 1999.
<PAGE>
TABLE OF CONTENTS
NAME OF ITEM OR CAPTION PAGE
- -------------------------------------------------------------------------- ----
DIGITAL BIOMETRICS, INC. .................................................... 3
RISK FACTORS................................................................. 4
Risks Relating to DBI................................................... 4
Reliance on outside sources for working capital ................. 4
Potential unforeseen year 2000 issues............................ 4
Dependence on single sources of supply........................... 4
Reliance on key personnel ....................................... 5
No cash dividends................................................ 5
Risks Relating to DBI's Industry........................................ 5
Problems associated with government agencies as customers........ 5
Reliance on a small number of customers.......................... 5
Significant and increasing competition........................... 6
Risks Relating to this Offering......................................... 6
Large amount of shares eligible for future sale.................. 6
Delaware anti-takeover laws and stockholders' rights plan........ 6
FORWARD-LOOKING STATEMENTS................................................... 6
USE OF PROCEEDS.............................................................. 7
SELLING STOCKHOLDERS......................................................... 7
PLAN OF DISTRIBUTION......................................................... 9
LEGAL MATTERS................................................................ 10
EXPERTS...................................................................... 10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................. 10
WHERE YOU CAN FIND MORE INFORMATION.......................................... 11
2
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DIGITAL BIOMETRICS, INC.
DBI is located in Minnetonka, Minnesota. We develop, manufacture and
market computer-based equipment (and provide related services) 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.
3
<PAGE>
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
Reliance on Outside Sources for Working Capital
Historically, DBI's operations, which have consistently resulted in
losses, have used up working capital, rather than provide it. Consequently, DBI
has consistently required outside funding to satisfy its working capital needs.
If DBI continues to generate operating losses at historical rates, other sources
of working capital will be needed to allow DBI's operations to continue, and
those sources may not be available to DBI. If DBI is unable to achieve
profitability and other sources of working capital are not available to DBI, we
may not be able to continue in business.
Need to Upgrade Our Products and Develop New Technologies
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.
Risks Associated with Gaming Market
On March 16, 1998, Digital Biometrics, Inc. entered into an agreement
with Grand Casinos, Inc. (subsequently succeeded by Park Place Entertainment
Corporation) 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.
Potential Unforeseen Year 2000 Issues
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 cause DBI to expend substantially more than the
current budget for Year 2000 issues, resulting in less resources being available
for other critical purposes.
Dependence on Single Sources of Supply
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.
4
<PAGE>
Reliance on Key Personnel
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.
No Cash Dividends
We have not yet paid any dividends on our common stock, and we do not
intend to do so in the foreseeable future. To date, DBI has not generated a
profit. Future BI's operations and growth.
RISKS RELATING TO DBI'S INDUSTRY
Problems Associated With Government Agencies as Customers
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 rements, certain of which may be uneconomical to
meet.
Reliance on a Small Number of Customers
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.
5
<PAGE>
Significant and Increasing Competition
There is significant and increasing 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 Amount of Shares Eligible for Future Sale
Approximately 3,816,458 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 Anti-Takeover Laws and Stockholders' Rights Plan
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
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<PAGE>
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 risks and 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
risks include competition; industry conditions; operating risks; 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" and in our
Annual Report on Form 10-K (as amended by Form 10-K/A) and Quarterly Reports on
Form 10-Q, which are incorporated by reference in this Prospectus. If one or
more of these risks or uncertainties materialize, or if underlying assumptions
prove incorrect, 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.
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>
KA Investments LDC 739,583 4.999 361,904 -- --
Pyramid Partners, L.P. 270,634 1.82 120,634 -- --
Industricorp & Co., Inc. FBO Twin City Carpenters 120,634 * 120,634 -- --
Pension Fund
Piper Jaffray as Custodian FBO Richard C. Perkins IRA 94,722 * 42,222 -- --
Robert G. Allison 67,222 * 42,222 -- --
David M. Westrum, TTEE FBO David M. Westrum 48,690 * 36,190 -- --
Revocable Living Trust U/A DTD 6-1-97
Piper Jaffray as Custodian FBO David H. Potter IRA 30,158 * 30,158 -- --
Piper Jaffray as Custodian FBO James G. Peters IRA 30,158 * 30,158 -- --
Piper Jaffray as Custodian FBO Patrice M. Perkins IRA 30,158 * 30,158 -- --
Piper Jaffray as Custodian FBO Daniel S. Perkins IRA 30,158 30,158 -- --
Paul R. Kuehn 62,708 * 15,833 -- --
David B. Johnson 62,708 * 15,833 -- --
Eldon C. Miller 20,903 * 5,278 -- --
</TABLE>
7
<PAGE>
<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>
Stanley D. Rohm 20,903 * 5,278 -- --
--------- ---------
1,629,339 886,660
</TABLE>
- -------------------------------
* Less than one percent.
The Shares listed above as beneficially owned by KA Investments LDC
include: (i) 180,952 shares of common stock issued in a private placement on
January 8, 1999, and an equal number of shares of common stock issuable upon
exercise of warrants issued in the same transaction, (ii) shares of common stock
issuable upon conversion of $750,000 in aggregate principal amount of 8%
Convertible Subordinated Debentures issued by DBI that are held by KA
Investments and the payment of interest on the debentures in the form of shares
of common stock, assuming conversion at the price in effect on March 19, 1999,
and (iii) shares of common stock issuable upon exercise of warrants that are
held by KA Investments and issued in previous private placements. Because the
number of shares of common stock issuable upon conversion of the debentures and
as payment of interest on the debentures is dependent in part upon the market
price of the common stock prior to a conversion, the actual number of shares of
common stock that will be issued as a result of the conversions or interest
payments, and consequently the number of shares of common stock that will be
beneficially owned by KA Investments, will fluctuate daily and cannot be
determined at this time. KA Investments contractually agreed to restrict its
ability to convert the debentures (and receive shares of common stock in payment
of interest thereon) and exercise the warrants held by it to the extent that the
number of shares of common stock held by KA Investments and its affiliates after
any conversion or exercise exceeds 4.999% of the then issued and outstanding
shares of DBI common stock following that conversion or exercise.
Except with respect to Messrs. Kuehn, Johnson, Miller and Rohn, the
shares of DBI common stock listed above as shares to be sold in the offering
consist of shares purchased in the DBI January 8, 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 shares of DBI common stock listed above as shares to be sold in the
offering by Messrs. Kuehn, Johnson, Miller and Rohn, owners of an investment
banking firm, consist of shares issuable upon exercise of warrants issued to
these individuals as compensation in connection with the DBI January 8, 1999
private placement offering and a previous DBI private placement transaction.
From time to time, the Company 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.
8
<PAGE>
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
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
9
<PAGE>
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.
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. 333-72031).
* 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:
10
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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.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (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 public reference rooms. Our SEC
filings are also available to the public from the SEC's web site at
http://www/sec/gov.
11
<PAGE>
-----------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL
HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING MADE HEREBY, DIGITAL BIOMETRICS, INC.
AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS 886,660
HAVING BEEN AUTHORIZED BY DIGITAL SHARES
BIOMETRICS, INC. THIS PROSPECTUS DOES NOT OF
CONSTITUTE AN OFFER TO SELL, OR SOLICITATION COMMON STOCK
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 PROSPECTUS
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY _____________________
IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE OF THIS PROSPECTUS.
-----------------------------------
MARCH 23, 1999
<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................................ $ 392
Accounting Fees................................. 4,000
Nasdaq Listing Fee.............................. 17,500
Legal Fees and Expenses......................... 10,000
Miscellaneous................................... 2,000
-------
Total........................................... $33,892
=======
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 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
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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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of
Minnetonka, State of Minnesota, on March 22, 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
Amendment No. 1 to the Registration Statement has been signed below on the 22nd
day of March, 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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/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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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).
* Previously filed.
