UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 15, 2010
L-1 IDENTITY SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE
(State or Other Jurisdiction of
Incorporation)
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001-33002
(Commission File
Number)
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02-0807887
(I.R.S. Employer Identification No.) |
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| 177 BROAD STREET
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06901 |
| STAMFORD, CT
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(Zip Code) |
(Address of Principal
Executive Offices) |
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Registrant’s telephone number including area code: (203) 504-1100
Not Applicable
(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On December 15, 2010, L-1 Identity Solutions, Inc. (“L-1” or the “Company”) issued a press release
announcing that a special meeting of stockholders to vote on the previously announced merger
transaction with Safran SA has been scheduled to be held at the Hyatt Regency-Greenwich hotel
located at 1800 E Putnam Ave, Old Greenwich, CT on February 3, 2011 at 2 p.m. Eastern Time. L-1
stockholders of record as of the close of business on December 27, 2010 will be entitled to receive
notice of and voting materials relating to the special meeting. A copy of the press release is
attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Forward Looking Statements
This Form 8-K contains forward-looking statements that involve risks and uncertainties.
Forward-looking statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and reflect the Company’s current views based on
management’s beliefs and assumptions and information currently available. Forward-looking
statements concerning future plans or results are necessarily only estimates, and actual results
could differ materially from expectations. Certain factors that could cause or contribute to such
differences include, among other things, the availability of customer funding for L-1 products and
solutions, general economic and political conditions, the timing of consummating the
previously-announced proposed transactions with Safran SA and BAE Systems, Inc., the risk that a
condition to closing such proposed transactions may not be satisfied, the risk that a regulatory
approval that may be required for such proposed transactions is not obtained or is obtained subject
to conditions that are not anticipated, the ability of the Company to successfully refinance or
amend its credit agreement on a timely basis if required, and additional risks and uncertainties
described in the Securities and Exchange Commission filings of L-1 Identity Solutions, including
its Form 10-K for the year ended December 31, 2009 and the Company’s Form 10-Q for the quarter
ended September 30, 2010 and the Form 8-K filed on November 17, 2010. L-1 Identity Solutions
expressly disclaims any intention or obligation to update any forward-looking statements.
Important Information for Investors and Stockholders
This communication may be deemed to be solicitation material in respect of the proposed acquisition
of L-1 by Safran. In connection with the proposed acquisition, on November 23, 2010, L-1 filed
preliminary materials with the SEC, including a preliminary proxy statement on Schedule 14A. These
materials are not yet final and will be amended. INVESTORS AND SECURITY HOLDERS OF L-1 ARE URGED TO
READ THESE MATERIALS AND THE DEFINITIVE VERSIONS THEREOF WHEN THEY BECOME AVAILABLE, AS WELL AS ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED ACQUISITION BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT L-1, SAFRAN AND THE PROPOSED ACQUISITION.
Investors and security holders may obtain a copy of the preliminary materials filed on November 23,
2010, the definitive versions of these materials and other and relevant materials (when they become
available), and any other documents (when they become available) filed with the SEC free of charge
at the SEC’s web site at www.sec.gov. The preliminary materials, the definitive versions thereof
and such other documents, when they become available, may also be obtained free of charge on L-1’s
website at www.L1ID.com under the tab “Investor Relations” or by contacting L-1’s investor
relations department at (203) 504-1109.
L-1 and its directors and executive officers may be deemed to be participants in the solicitation
of proxies of L-1 stockholders in connection with the proposed acquisition. Information regarding
L-1’s directors and executive officers is set forth in L-1’s proxy statement for its 2010 annual
meeting of stockholders, which was filed with the SEC on March 16, 2010. Other information
regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, are set forth in the preliminary proxy statement
filed on November 23, 2010.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit Number |
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Description of Exhibit |
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99.1 |
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L-1 Identity Solutions, Inc. Press Release, dated December 15, 2010 |