AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 2000
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DIGITAL BIOMETRICS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
41-1545069
(IRS Employer Identification No.)
5600 ROWLAND ROAD
MINNETONKA, MN 55343
(Address of principal executive offices)
1998 STOCK OPTION PLAN
1992 RESTRICTED STOCK PLAN
COMMON STOCK PURCHASE WARRANT ISSUED TO ANDCOR COMPANIES, INC.
(Full title of Plan(s))
JOHN J. METIL
DIGITAL BIOMETRICS, INC.
5600 ROWLAND ROAD
MINNETONKA, MN 55343
(Name and address of agent for service)
(952) 932-0888
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
PHILIP J. TILTON, ESQ.
MASLON EDELMAN BORMAN & BRAND, LLP
3300 NORWEST CENTER
MINNEAPOLIS, MN 55402-4140
(612) 672-8200
This Registration Statement will become effective immediately upon filing with
the Securities and Exchange Commission. Sales of the registered securities will
begin as soon as reasonably practicable after the effective date of this
Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE PROPOSED MAXIMUM AMOUNT OFFERING PRICE PER AMOUNT OF AGGREGATE
REGISTERED TO BE REGISTERED (2) SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
stock options and common 915,000 shares $3.50 $3,202,500 $845.46
stock ($0.01 per value per
share)
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</TABLE>
(1) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the average of the high and
low prices of the Registrant's common stock on NASDAQ on May 26, 2000.
(2) Consists of 800,000 shares issuable under the Registrant's 1998 Stock
Option Plan (the "1998 Plan"), 100,000 shares issuable under the
Registrant's 1992 Restricted Stock Plan (the "1992 Restricted Stock
Plan") and 15,000 shares issuable upon exercise of a common stock
purchase warrant (the "Warrant") granted to Andcor Companies, Inc. This
Registration Statement will cover any additional shares of common stock
which become issuable under the 1998 Plan, the 1992 Restricted Stock
Plan or the Warrant by reason of any stock dividend, stock split,
recapitalization or any other similar transaction with receipt of
consideration which results in an increase in the number of shares of
the Registrant's outstanding common stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission ("SEC") are incorporated herein by reference and made a part
hereof:
(1) the Registrant's Annual Report on Form 10-K for the year ended
September 30, 1999 filed with the SEC on December 28, 1999.
(2) the Registrant's Schedule 14A, Notice of the 2000 Annual Meeting of
Stockholders and Proxy Statement filed with the SEC on January 7, 2000.
(3) the Registrant's Quarterly Report on Form 10-Q for the three months
ended December 31, 1999 filed with the SEC on February 14, 2000.
(4) the Registrant's Quarterly Report on Form 10-Q for the three months
ended March 31, 2000 filed with the SEC on May 11, 2000.
(5) the description of the Registrant's common stock contained in its
Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act (and all amendments thereto and reports filed for the
purpose of updating such description);
(6) the Registrant's Registration Statement on Form S-8 No. 333-59067 filed
with the SEC on July 14, 1998; and
(7) the Registrant's Registration Statement on Form S-8 No. 33-63984 filed
with the SEC on June 2, 1993.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company's Certificate of Incorporation provides that directors of
the Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duties as a director. The Company's bylaws
provide that the Company shall indemnify to the fullest extent permitted by law
any person made or threatened to be made a party to any action, suit or
proceeding, whether criminal, civil, administrative or investigative (a "Legal
Action"), whether such Legal Action be by or in the right of the corporation or
otherwise, by reason of the
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fact that such person is or was a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or any other enterprise.
In addition, the Company's Bylaws provide for indemnification of any person made
or threatened to be made a party to any Legal Action by reason of the fact that
such person is or was a director, officer, employee or agent of the Company and
is or was serving as a fiduciary of, or otherwise rendering services to, any
employee benefit plan of or relating to the Company.
Section 145 of the Delaware General Corporation Law ("Delaware Law" or
"GCL") generally provides that a corporation is in certain circumstances
permitted, and in other circumstances may be required, to indemnify its
directors, officers and controlling persons against certain expenses (including
attorneys' fees) and other amounts paid in connection with certain threatened,
pending or completed civil, criminal, administrative or investigative actions,
suits or proceedings (including certain civil actions and suits that may be
instituted by or in the right of the Company) in which such persons were or are
parties, or are threatened to be made parties, by reason of the fact that such
persons were or are directors of the Company. Section 145 also permits the
Company to purchase and maintain insurance on behalf of its directors and
officers against, or incurred by, such persons in their capacities as directors
or officers of the Company or which may arise out of their status as directors
or officers of the Company, whether or not the Company would have the power to
indemnify such persons against such liability under the provisions of such
Section. To date, the Company has purchased such insurance.
The Company has entered into an indemnification agreement with each of
its directors pursuant to which the Company has agreed to indemnify and hold
harmless such individuals to the full extent permitted by law against all costs,
charges, and expenses (including attorney fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by them.
ITEM 8. EXHIBITS.
5 Opinion of Maslon Edelman Borman & Brand, LLP;
10 Common Stock Purchase Warrant dated October 1, 1998 for 15,000
shares of common stock issued in favor of Andcor Companies,
Inc.
23(a) Consent of KPMG LLP;
23(b) Consent of Maslon Edelman Borman & Brand, LLP (contained in
Exhibit 5);
24(a) Power of Attorney (included on signature page); and
99(a) Digital Biometrics, Inc. 1998 Stock Option Plan, as amended
through February 8, 2000.
99(b) Digital Biometrics, Inc. 1992 Restricted Stock Plan, as
amended through February 8, 2000.
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section
10(2)(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(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.
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Security
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Minnetonka, State of Minnesota, as of May 31, 2000.
DIGITAL BIOMETRICS, INC.
By: /s/ John J. Metil
-------------------------------------
John J. Metil
Chief Financial Officer, Chief
Operating Officer and Director
POWER OF ATTORNEY
We, the undersigned officers and directors of Digital Biometrics, Inc.
hereby severally constitute James C. Granger and John J. Metil and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names, in the capacities indicated below the
registration statement filed herewith and any amendments to said registration
statement, and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Digital Biometrics, Inc. to
comply with the provisions of the Securities Act of 1933 as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1933,
this registration statement has been signed below as of May 31, 2000 by the
following persons in the capacities and as of the date indicated.
NAME TITLE
/s/ James C. Granger President, Chief Executive Officer and
--------------------------------- Chairman of the Board of Directors
James C. Granger (Principal Executive Officer)
/s/ John J. Metil Executive Vice President, Chief Operating
--------------------------------- Officer, Chief Financial Officer and
John J. Metil Director (Principal Financial Officer)
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/s/ C. McKenzie Lewis III Director
---------------------------------
C. McKenzie Lewis III
/s/ George Latimer Director
---------------------------------
George Latimer
/s/ John E. Haugo Director
---------------------------------
John E. Haugo
/s/ John E. Lawler Director
---------------------------------
John E. Lawler
EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
5 Opinion of Maslon Edelman Borman & Brand, LLP.
10 Common Stock Purchase Warrant dated October 1, 1998
for 15,000 shares of common stock issued in favor of
Andcor Companies, Inc.
23(a) Consent of KPMG LLP.
23(b) Consent of Maslon Edelman Borman & Brand, LLP
(contained in Exhibit 5)
24(a) Power of Attorney (included on signature page).
99(a) Digital Biometrics, Inc. 1998 Stock Option Plan, as
amended through February 8, 2000.
99(b) Digital Biometrics, Inc. 1992 Restricted Stock Plan,
as amended through February 8, 2000.
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