AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 2009
Registration Nos. 333-88497, 333-35888, 333-53488, 333-59170, 333-76560,
333-97165, 333-97167, 333-109559, 333-112357, 333-121212
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-3 TO FORM S-1 (No. 333-88497)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 (No. 333-35888)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 (No. 333-53488)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 (No. 333-59170)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 (No. 333-76560)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 (No. 333-97165)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 (No. 333-97167)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 (No. 333-109559)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 (No. 333-112357)
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 (No. 333-121212)
_______________
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
_______________
L-1 IDENTITY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 02-08087887
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
177 BROAD STREET
STAMFORD, CONNECTICUT 06901
(203) 504-1100
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
MARK S. MOLINA
EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER AND SECRETARY
L-1 IDENTITY SOLUTIONS, INC.
177 BROAD STREET
STAMFORD, CONNECTICUT 06901
(203) 504-1100
(Name, address, including zip code, 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
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not
Applicable
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. |_|
If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. |_|
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |X| Accelerated filer |_| Non-accelerated filer |_| Smaller reporting company |_|
(Do not check if a smaller
reporting company)
DEREGISTRATION OF SECURITIES
L-1 Identity Solutions, Inc. (formerly, Viisage Technology, Inc.) (the
"Registrant", "we" or "us") is filing this Post-Effective Amendment to
deregister the shares of our common stock (the "Securities") registered with the
Securities and Exchange Commission on the following registration statements
(each a "Registration Statement" and collectively, the "Registration
Statements"): (i) Registration Statement on Form S-1 (No. 333-88497), filed on
November 12, 1999 to register the resale of up to 1,826,972 shares of our common
stock, (ii) Registration Statement on Form S-3 (No. 333-35888), filed on April
28, 2000 to register the resale of up to 1,490,109 shares of our common stock,
(iii) Registration Statement on Form S-3 (No. 333-53488), filed on January 10,
2001 to register the resale of up to 3,343,326 shares of our common stock, (iv)
Registration Statement on Form S-3 (No. 333-59170), filed on April 18, 2001 to
register the resale of up to 267,790 shares of our common stock, (v)
Registration Statement on Form S-3 (No. 333-76560), filed on January 10, 2002 to
register the resale of up to 3,589,201 shares of our common stock, (vi)
Registration Statement on Form S-3 (No. 333-97165), filed on October 31, 2002 to
register the resale of up to 222,222 shares of our common stock, (vii)
Registration Statement on Form S-3 (No. 333-97167), filed on July 26, 2002 to
register the resale of up to 188,000 shares of our common stock, (viii)
Registration Statement on Form S-3 (No. 333-109559), filed on December 30, 2003
to register the resale of up to 3,973,510 shares of our common stock, (ix)
Registration Statement on Form S-3 (No. 333-112357), filed on May 21, 2004 to
register the resale of up to 5,221,454 shares of our common stock, and (x)
Post-Effective Amendment No. 1 on Form S-1 to Form S-3 (No. 333-121212), filed
on September 9, 2005 to register the resale of up to 5,717,873 shares of our
common stock.
We are filing this Post-Effective Amendment to the Registration Statements
to deregister the Securities because our obligation to keep the Registration
Statements effective pursuant to the terms of our registration rights agreements
with the various selling securityholders under each of the Registration
Statements has expired. We hereby terminate the effectiveness of the
Registration Statements and deregister all of the Securities registered under
the Registration Statements that were not resold thereunder as of the date
hereof.
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-3 and has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of Stamford, Connecticut, on this 1st day of July, 2009.
L-1 IDENTITY SOLUTIONS, INC.
/s/ Vincent A. D'Angelo
---------------------------------------
By: Vincent A. D'Angelo
Title: Senior Vice President, Finance
and Chief Accounting Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert V. LaPenta, James A.
DePalma and Vincent A. D'Angelo, and each of them acting individually, as his
attorney-in-fact, each with full power of substitution, for him in any and all
capacities, to sign any and all amendments to this registration statement
(including any additional post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or any substitute, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert V. LaPenta
-------------------------------
Robert V. LaPenta Chairman, President and July 1, 2009
Chief Executive Officer
(Principal Executive Officer)
/s/ James A. DePalma
-------------------------------
James A. DePalma Executive Vice President, July 1, 2009
Chief Financial Officer and Treasurer
(Principal Financial Officer)
/s/ Vincent A. D'Angelo
-------------------------------
Vincent A. D'Angelo Senior Vice President, Finance and July 1, 2009
Chief Accounting Officer
(Principal Accounting Officer)
/s/ B.G. Beck
-------------------------------
B.G. Beck Director July 1, 2009
/s/ Milton E. Cooper
-------------------------------
Milton E. Cooper Director July 1, 2009
/s/ Robert S. Gelbard
-------------------------------
Robert S. Gelbard Director July 1, 2009
/s/ Malcolm J. Gudis
-------------------------------
Malcolm J. Gudis Director July 1, 2009
/s/ John E. Lawler
-------------------------------
John E. Lawler Director July 1, 2009
/s/ Admiral James M. Loy
-------------------------------
Admiral James M. Loy Director July 1, 2009
-------------------------------
Harriet Mouchly-Weiss Director _____, 2009
/s/ Peter Nessen
-------------------------------
Peter Nessen Director July 1, 2009
/s/ B. Boykin Rose
-------------------------------
B. Boykin Rose Director July 1, 2009