As filed with the Securities and Exchange Commission on May 17, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
L-1 IDENTITY SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-3320515
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
177 BROAD STREET, 12TH FLOOR, STAMFORD, CT 06901
(Address of Principal Executive Offices) (Zip Code)
L-1 IDENTITY SOLUTIONS, INC. 2005 LONG-TERM INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
ROBERT V. LAPENTA
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
L-1 IDENTITY SOLUTIONS, INC.
STAMFORD, CT
(203) 504-1100
(Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount to be Proposed Proposed Amount of
Securities to be Registered Registered (1) Maximum Maximum Registration
Offering Price Aggregate Fee
Per Share Offering Price
-------------------------------------------------------------------------------------------
Common stock, $0.001 par 2,000,000(2) $19.06(3) $38,120,000 $1,170.28
value
===========================================================================================
================================================================================
(1) Pursuant to Rule 416(a), this Registration Statement shall also cover any
additional shares of Common Stock which become issuable by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the outstanding shares of Common Stock.
(2) Represents 2,000,000 additional shares of Common Stock of the Registrant
issuable pursuant to awards available for grant under the L-1 Identity
Solutions, Inc. 2005 Long-Term Incentive Plan, as amended (formerly named
the Viisage Technology, Inc. 2005 Long-Term Incentive Plan).
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, as amended. The
proposed maximum aggregate offering price per share and proposed maximum
aggregate offering price is based on the high and low prices of the
Registrant's Common Stock reported on the New York Stock Exchange on May
16, 2007.
================================================================================
II-2
INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement on Form S-8 registers additional
securities of the same class as other securities of the Registrant for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective. Pursuant to General Instruction to Form S-8,
the contents of the Registrant's Registration Statement on Form S-8 No.
333-137004, as filed with the Securities and Exchange Commission (the
"Commission") on August 29, 2006, as amended by Post-Effective Amendment No. 1
filed with the Commission on May 17, 2007, are hereby incorporated by reference.
EXHIBITS.
EXHIBIT NO. NOTE DESCRIPTION
----------- ---- -----------
4.1 # Amended and Restated Certificate of
Incorporation of the Registrant.
4.2 # By-Laws of the Registrant.
5.1 * Opinion of Weil, Gotshal & Manges LLP
as to the legality of the shares
being registered
23.1 * Consent of Deloitte & Touche
LLP, Independent Registered
Public Accounting Firm.
23.2 * Consent of BDO Seidman, LLP,
Independent Registered Public
Accounting Firm.
99.1 * Power of Attorney (included on
signature page).
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing this Registration Statement on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto authorized, in the city of Stamford, Connecticut,
on May 17, 2007.
L-1 IDENTITY SOLUTIONS, INC.
By: /s/ James A. DePalma
-----------------------------
James A. DePalma
Executive Vice President,
Chief Financial Officer and
Treasurer
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POWER OF ATTORNEY AND SIGNATURES
Know all by these presents, that each individual whose signature
appears below constitutes and appoints James A. DePalma and Mark S. Molina his
or her true and lawful attorneys-in-fact and agents with full powers of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
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 and necessary to be in and about the premises, as fully to all intents
and purposes as he or she 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 or her substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Chairman of the Board, May 17, 2007
/s/ Robert V. LaPenta President and Chief Executive
-------------------------------- Officer (Principal Executive
Robert V. LaPenta Officer)
Executive Vice President, May 17, 2007
/s/ James A. DePalma Chief Financial Officer and
-------------------------------- Treasurer (Principal Financial
James A. DePalma Officer)
Senior Vice President of May 17, 2007
/s/ Vincent A. D'Angelo Finance and Chief Accounting
-------------------------------- Officer (Principal Accounting
Vincent A. D'Angelo Officer)
/s/ B.G. Beck Director May 17, 2007
-------------------------------
B.G. Beck
/s/ Denis K. Berube Director May 17, 2007
-------------------------------
Denis K. Berube
3
/s/ Milton E. Cooper Director May 17, 2007
-------------------------------
Milton E. Cooper
/s/ Louis J. Freeh Director May 17, 2007
-------------------------------
Louis J. Freeh
/s/ Robert S. Gelbard Director May 17, 2007
-------------------------------
Robert S. Gelbard
/s/ Malcolm J. Gudis Director May 17, 2007
-------------------------------
Malcolm J. Gudis
/s/ John E. Lawler Director May 17, 2007
-------------------------------
John E. Lawler
/s/ James M. Loy Director May 17, 2007
-------------------------------
James M. Loy
/s/ Harriet Mouchly-Weiss Director May 17, 2007
-------------------------------
Harriet Mouchly-Weiss
/s/ Peter Nessen Director May 17, 2007
-------------------------------
Peter Nessen
/s/ Boykin Rose Director May 17, 2007
-------------------------------
Boykin Rose
/s/ George J. Tenet Director May 17, 2007
-------------------------------
George J. Tenet
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EXHIBIT INDEX
EXHIBITS.
EXHIBIT NO. NOTE DESCRIPTION
----------- ---- -----------
4.1 # Amended and Restated Certificate of
Incorporation of the Registrant.
4.2 # By-Laws of the Registrant.
5.1 * Opinion of Weil, Gotshal & Manges LLP
as to the legality of the shares
being registered
23.1 * Consent of Deloitte & Touche
LLP, Independent Registered
Public Accounting Firm.
23.2 * Consent of BDO Seidman, LLP,
Independent Registered Public
Accounting Firm.
99.1 * Power of Attorney (included on
signature page).
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.
5