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): MAY 9, 2007
L-1 IDENTITY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-21559 04-3320515
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
177 BROAD STREET, STAMFORD, CONNECTICUT 06901
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (203) 504-1100
NOT APPLICABLE
(Former name or former 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:
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS
In a press release issued on May 9, 2007, L-1 Identity Solutions, Inc.
(the "Company") announced that it intends to offer, subject to market conditions
and other factors, $150 million of Convertible Senior Notes due 2027 in a
private offering to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended. The Company expects to grant the initial
purchasers a 30-day option to purchase up to $25 million principal amount of
additional notes. In connection with the offering, and in order to facilitate
the structuring of potential future acquisitions, the Company also announced
that it plans to implement a holding company structure pursuant to Section
251(g) of the Delaware General Corporation Law. In the press release, the
Company announced that it will use the net proceeds from the offering to pay the
cost of entering into a forward share repurchase transaction pursuant to which
it will acquire up to 4.2 million shares of its common stock, to repay
borrowings under its senior credit facility, and to apply any remaining proceeds
for general corporate purposes, including acquisitions. A copy of the press
release referenced above is attached hereto as Exhibit 99.1
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
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Exhibit 99.1 Press Release issued on May 9, 2007.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 9, 2007
L-1 IDENTITY SOLUTIONS, INC.
By: /s/ Robert V. LaPenta
------------------------------
Robert V. LaPenta
Chairman, President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 99.1 Press Release issued on May 9, 2007.
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