As filed with the Securities and Exchange Commission on April 4, 2008
Registration No. 333-_________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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L-1 IDENTITY SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
02-08087887
(I.R.S. Employer Identification No.)
177 BROAD STREET
STAMFORD, CONNECTICUT 06901
(Address and Zip Code of Principal Executive Offices)
L-1 IDENTITY SOLUTIONS, INC. 401(K) PLAN
(Full Title of the Plan)
MARK S. MOLINA
EXECUTIVE VICE PRESIDENT,
CHIEF LEGAL OFFICER & SECRETARY
L-1 IDENTITY SOLUTIONS, INC.
177 BROAD STREET
STAMFORD, CT
(203) 504-1100
(Name, Address and Telephone Number, including
area code, of Agent For Service)
COPY TO:
MARITA A. MAKINEN, ESQ.
WEIL GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to be Amount to be Price Per Offering Registration
to be Registered(1) Registered(2) Share(3) Price(3) Fee
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Common Stock, par 528,000 shares $13.70 $7,223,600 $284.28
value $0.001 per
share
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(1) This Registration Statement covers shares of common stock, par value $0.001
per share, of L-1 Identity Solutions, Inc. ("L-1 Common Stock"). In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the L-1
Identity Solutions, Inc. 401(k) Plan (the "Plan").
(2) The number of shares being registered consists of 239,000 shares of L-1
Common Stock that may be issued to the Plan or its beneficiaries as future
employer matching contributions plus 289,000 shares, the estimated maximum
aggregate number of shares of L-1 Common Stock now able to be purchased with
employer contributions previously made under the Plan. Pursuant to Rule 416
under the Securities Act, there shall also be deemed registered hereby such
additional number of shares of L-1 Common Stock as may be issuable under the
terms of the Plan to prevent dilution pursuant to future stock dividends,
stock splits or similar transactions.
(3) Estimated solely for the purpose of calculating the proposed maximum
aggregate offering price and the registration fee pursuant to Rule 457(h)
under the Securities Act, based upon the average of the high and low sales
prices of the L-1 Common Stock in the consolidated reporting system on April
1, 2008, which was 13.70.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to participants in the L-1 Identity Solutions, Inc. 401(k)
Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act").
Such documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II hereof are not being filed
with the Commission, but, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
L-1 Identity Solutions, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement the following documents that the
Company has previously filed with the Commission:
* The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2007;
* The Company's Current Reports on Form 8-K dated January 10,
2008, February 15, 2008 (excluding Item 2.02), March 10, 2008
and March 25, 2008; and
* The description of the Company's common stock contained in
Registration Statement No. 001-33002 on Form 8-A filed with
the Commission pursuant to Section 12(b) of the Exchange Act,
on August 29, 2006.
All reports and other documents subsequently filed by the Registrant after
the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereby have been sold, or
which deregisters all securities remaining unsold, shall be deemed incorporated
by reference into this Registration Statement and shall be a part hereof from
the date of filing such reports and documents.
The Registrant is not incorporating any information furnished under Item
2.02 or 7.01 of any Current Report on Form 8-K.
For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.
Copies of these documents are not required to be filed with this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees and agents against expenses (including attorneys'
fees) and other liabilities actually and reasonably incurred by them as a result
of any suit (other than a suit brought by or in the right of the corporation)
brought against them in their capacity as such, if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful. Section 145 of the General Corporation Law of the State of Delaware
also provides that directors, officers, employees and agents may also be
indemnified against expenses (including attorneys' fees) incurred by them in
connection with a suit brought by or in the right of the corporation if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made, unless otherwise determined by the court, if such person was
adjudged liable to the corporation.
The General Corporation Law of the State of Delaware also provides that
the indemnification described above shall not be deemed exclusive of other
indemnification that may be granted by a corporation pursuant to its by-laws,
disinterested directors' vote, stockholders' vote, agreement or otherwise.
The General Corporation Law of the State of Delaware also provides
corporations with the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation in a similar capacity for
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him or her in any such capacity, or
arising out of his or her status, whether or not the corporation would have the
power to indemnify him or her against such liability as described above.
Article IX of the Company's Amended and Restated Certificate of
Incorporation and Article V of the Company's By-laws provide for mandatory
indemnification of the Company's directors and officers, and permissible
indemnification of its employees and other agents, to the maximum extent
permitted by the General Corporation Law of the State of Delaware. The Company
has also entered into indemnification agreements with its directors and officers
that require the Company, among other things, to indemnify these individuals
against certain liabilities that may arise by reason of their status or service
as directors or officers to the fullest extent not prohibited by law.
The above discussion of the General Corporation Law of the State of
Delaware and the Company's Amended and Restated Certificate of Incorporation,
By-laws and indemnification agreements is not intended to be exhaustive and is
qualified in its entirety by such statutes, Amended and Restated Certificate of
Incorporation, By-laws and indemnification agreements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
------- --------------------------------------------------------
3.1 Amended and Restated Certificate of Incorporation of the
Registrant**
3.2 Amended and Restated Bylaws of the Registrant***
5.1(a) Opinion of Weil, Gotshal & Manges LLP as to legality of
the original issuance shares being registered*
5.1(b) Determination letter dated October 9, 2003, confirming
that the form of the L-1 Identity Solutions, Inc. 401(k)
Plan (Fidelity's prototype basic plan document) is
qualified under Section 401 of the Internal Revenue Code
of 1986, as amended.*
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23.1 Consent of Deloitte & Touche LLP, Independent Registered
Public Accounting Firm*
23.2 Consent of BDO Seidman, LLP, Independent Registered
Public Accounting Firm*
23.3 Consent of Weil, Gotshal & Manges LLP (contained in
Exhibit 5.1(a))
24 Power of Attorney (included as part of the signature
page to this Registration Statement and incorporated
herein by reference).
NOTES TO INDEX OF EXHIBITS
--------------------------
* Filed herewith
** Filed as an exhibit to the Registrant's Current Report on Form
8-K filed on May 16, 2007.
*** Filed as an exhibit to the Registrant's Current Report on Form
8-K filed on October 30, 2007.
ITEM 9. 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 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, 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the
Securities 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
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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 Securities 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 Stamford, State of Connecticut, on this 4th day of
April, 2008.
L-1 IDENTITY SOLUTIONS, INC.
By: /s/ James A. DePalma
--------------------------------
Name: James A. DePalma
Title: Executive Vice President,
Chief Financial Officer and
Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James A. DePalma and Mark S. Molina, or either of
them, each acting alone, his true and lawful attorney-in-fact and agent, with
full powers of substitution and resubstitution, for such person and in his name,
place and stead, in any and all capacities, in connection with the Registrant's
Registration Statement on Form S-8 under the Securities Act of 1933, including
to sign the Registration Statement and any and all 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 and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite and
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 his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Robert V. LaPenta Chairman of the April 4, 2008
------------------------------ Board, President and
Robert V. LaPenta Chief Executive
Officer (Principal
Executive Officer)
/s/ James A. DePalma Executive Vice April 4, 2008
------------------------------ President, Chief
James A. DePalma Financial Officer and
Treasurer (Principal
Financial Officer)
/s/ Vincent A. D'Angelo Senior Vice President April 4, 2008
------------------------------ of Finance and Chief
Vincent A. D'Angelo Accounting Officer
(Principal Accounting
Officer)
/s/ B.G. Beck Director April 4, 2008
------------------------------
B.G. Beck
II-5
/s/ Denis K. Berube Director April 4, 2008
------------------------------
Denis K. Berube
/s/ Milton E. Cooper Director April 4, 2008
------------------------------
Milton E. Cooper
/s/ Robert S. Gelbard Director April 4, 2008
------------------------------
Robert S. Gelbard
/s/ Malcolm J. Gudis Director April 4, 2008
------------------------------
Malcolm J. Gudis
/s/ John E. Lawler Director April 4, 2008
------------------------------
John E. Lawler
/s/ Admiral James M. Loy Director April 4, 2008
------------------------------
Admiral James M. Loy
/s/ Harriet Mouchly-Weiss Director April 4, 2008
------------------------------
Harriet Mouchly-Weiss
/s/ Peter Nessen Director April 4, 2008
------------------------------
Peter Nessen
/s/ B. Boykin Rose Director April 4, 2008
------------------------------
B. Boykin Rose
/s/ George J. Tenet Director April 4, 2008
------------------------------
George J. Tenet
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- ---------------------------------------------------------------
3.1 Amended and Restated Certificate of Incorporation of the
Registrant**
3.2 Amended and Restated Bylaws of the Registrant***
5.1(a) Opinion of Weil, Gotshal & Manges LLP as to legality of
the original issuance shares being registered*
5.1(b) Determination letter dated October 9, 2003, confirming
that the L-1 Identity Solutions, Inc. 401(k) Plan
(Fidelity's prototype basic plan document) is qualified
under Section 401 of the Internal Revenue Code of 1986,
as amended.*
23.1 Consent of Deloitte & Touche LLP, Independent Registered
Public Accounting Firm*
23.2 Consent of BDO Seidman, LLP, Independent Registered
Public Accounting Firm*
23.3 Consent of Weil, Gotshal & Manges LLP (contained in
Exhibit 5.1(a))
24 Power of Attorney (included as part of the signature
page to this Registration Statement and incorporated
herein by reference).
NOTES TO EXHIBIT INDEX
----------------------
* Filed herewith
** Filed as an exhibit to the Registrant's Current Report on Form 8-K
filed on May 16, 2007.
*** Filed as an exhibit to the Registrant's Current Report on Form 8-K
filed on October 30, 2007.