Attached files
| file | filename |
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| EX-31.2 - L-1 IDENTITY SOLUTIONS, INC. | mv7-2ex31_2.htm |
| EX-31.1 - L-1 IDENTITY SOLUTIONS, INC. | mv7-2ex31_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
_____________
FORM 10-K/A
Amendment
No. 1
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þ
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ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the Fiscal Year Ended
December 31, 2009
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OR
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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For
the Transition Period
from to .
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Commission
File Number 001-33002
L-1
IDENTITY SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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02-0807887
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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177
Broad Street, 12th Floor, Stamford, CT
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06901
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (203)-504-1100
Securities
registered pursuant to Section 12(b) of the Act: Common Stock
$.001 par value NYSE
Securities
registered pursuant to Section 12(g)of the Act: None
Indicate
by a check mark if the Registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes þ No
Indicate
by a check mark if the Registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. Yes þ No
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. þ Yes No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained to the
best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference into Part III of this Form 10-K
or any amendment to this Form 10-K. þ Yes
No
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):
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
(Do
not check if a smaller reporting company)
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Smaller reporting company
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Indicate
by a check mark whether the Registrant is a shell Company (as defined in
Rule 12b-2).
o Yes þ No
The
aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 30, 2009, was approximately
$579.6 million.
As of
February 25, 2010, the registrant had 92,266,210 shares of Common Stock
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Certain
information contained in the Proxy Statement for the 2010 Annual Meeting of
Stockholders of the registrant is incorporated by reference into Part III
of this Form 10-K.
EXPLANATORY
NOTE
This
Amendment No. 1 to the Annual Report on Form 10−K/A for the fiscal year ended
December 31, 2009 of L-1 Identity Solutions, Inc. (the “Company”) is being filed
solely to furnish the information required by Item 201(d) of Regulation S-K,
Equity Compensation Plan Information, in the specified tabular
format in Part II, Item 5: Market for the Registrant’s Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities of the
Company’s Annual Report on Form 10−K for the fiscal year ended December 31, 2009
which was filed with the U.S. Securities and Exchange Commission on February 26,
2010 (the “Original Filing”).
Pursuant
to Rule 12b−15 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), this Amendment No. 1 amends Item 5 in its entirety solely to
provide the required Equity Compensation Plan Information in the specified
tabular format and contains new certifications pursuant to Rules 13a−14(a) or
15d−14(a) under the Exchange Act and Section 302 of the Sarbanes−Oxley Act of
2002.
Other
than the amendment of Item 5 of the Original Filing to provide the required
Equity Compensation Plan Information in the specified tabular format and the
inclusion of new certifications pursuant to Rules 13a−14(a) and 15d−14(a) under
the Exchange Act and Section 302 of the Sarbanes−Oxley Act of 2002, no other
changes or amendments to the Original Filing are being made.
This
Amendment No. 1 contains only the sections and exhibits to the Original Filing
that are being amended, and those unaffected parts or exhibits are not included
herein. This Amendment No. 1 continues to speak as of the date of the Original
Filing and the Company has not updated the disclosure contained herein to
reflect events that have occurred since the date of the Original Filing.
Accordingly, this Amendment No. 1 should be read in conjunction with the
Company’s other filings made with the Securities and Exchange Commission, and is
subject to updating and supplementing as provided in the periodic reports that
the Company has filed and will file after the date of the Original Filing with
the Securities and Exchange Commission.
ITEM
5. MARKET FOR
REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
MARKET
FOR L-1 COMMON STOCK
L-1
common stock is traded on the New York Stock Exchange under the symbol “ID.” As
of February 25, 2010, there were 801 holders of record of L-1 common
stock.
The
quarterly high and low sales prices, as reported by the New York Stock Exchange
or NASDAQ, as applicable, of L-1 common stock during 2009 and 2008 were as
follows:
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2009
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2008
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Quarter
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High
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Low
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High
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Low
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First
Quarter
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$ 8.16
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$ 3.23
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$ 18.54
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$ 10.66
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Second
Quarter
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$ 9.50
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$ 4.93
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$ 16.02
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$ 12.77
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Third
Quarter
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$ 8.64
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$ 6.74
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$ 17.22
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$ 11.66
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Fourth
Quarter
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$ 7.90
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$ 5.67
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$ 15.28
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$ 4.33
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DIVIDEND POLICY
L-1 paid
no dividends in 2009 or 2008. L-1 presently intends to retain its
cash for use in the operation and expansion of business and, therefore, does not
anticipate paying any cash dividends in the foreseeable future. In addition, L-1
is prohibited from paying dividends pursuant to its credit agreement with Bank
of America, N.A.
3
RECENT
SALES OF UNREGISTERED SECURITIES
None.
REPURCHASES
OF COMMON STOCK
None.
STOCK
PERFORMANCE CHARTS
The
following performance chart assumes an investment of $100 on December 31,
2004 and compares the change through December 31, 2009 in the market price for
L-1 common stock with the Russell 2000 Index, the NASDAQ Composite Index, and a
peer group identified by the Company (the “Selected Peer Group Index”). The
Selected Comparative Group Index was selected to include publicly-traded
companies engaging in one or more of the Company’s lines of
business.
The
Selected Comparative Group Index is weighted according to the respective
issuer’s stock market capitalization and is comprised of the following
companies: CACI International, Inc., Cogent, Inc., LaserCard Corporation,
AcitvIdentity Corporation, Bio-Key International and ImageWare Systems,
Inc.
The
comparisons in the graphs below are based on historical data and are not
intended to forecast the possible future performance of L-1’s common
stock.
STOCK
PERFORMANCE CHART
The
following chart supplements the stock performance chart to show the stock
performance from October 5, 2005, the day prior that Aston Capital Partners LP
announced its investment in L-1, through December 31, 2009 since during this
period the Company underwent significant changes in operations and capital
structure, including the issuance of $100 million of common stock to Aston, the
merger with Identix and acquisitions of IBT, SecuriMetrics, Iridian, SpecTal,
ComnetiX, ACI, McClendon, Bioscrypt and Digimarc as well as significant changes
in the Board of Directors and management.
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SUPPLEMENTAL
STOCK PERFORMANCE CHART
EQUITY
COMPENSATION PLAN INFORMATION (1)
Information
about our equity compensation plans as of December 31, 2009 is as
follows:
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Plan
Category
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Number
of Securities
to
be issued upon exercise of outstanding options, warrants and
rights
(a)
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Weighted
Average exercise price of outstanding
options,
warrants and rights
(b)
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Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in
column
(a))
(c)
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Equity
compensation plans approved by
security
holders
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3,754,346
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$ 12.5631
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1,595,286(2)
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Equity
compensation plans not approved by
security
holders(3)
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2,325,173
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$ 16.1515
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0
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Total
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6,079,519
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$ 13.9355
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1,595,286
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(1)
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The
following plans were assumed by the Company in connection with
acquisitions: Bioscrypt Inc. Primary Stock Option Plan; Bioscrypt Inc.
A4Vision Plan; Identix Incorporated 1995 Equity Incentive Plan; Identix
Incorporated 2000 New Employee Stock Incentive Plan; Identix Incorporated
Non-Employee Directors Stock Option Plan; Imaging Automation, Inc. 1996
Stock Option Plan; Imaging Automation, Inc. 2003 Employee, Director And
Consultant Stock Plan; Visionics Corporation 1990 Stock Option Plan;
Visionics Corporation 1998 Stock Option Plan; and Visionics Corporation
Stock Incentive Plan. As of December 31, 2009, 2,012,133 shares of
Company common stock were issuable upon the exercise of outstanding stock
options under these plans at a weighted average price of $12.4334. No
subsequent grants will be made under these plans. Information regarding
options outstanding under acquired Company plans is not included in the
above table.
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(2)
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Under
the L-1 Identity Solutions, Inc. Amended and Restated 2006 Employee Stock
Purchase Plan, 1,595,286 shares remain available for purchase under the
plan and no shares are subject to purchase during the current purchase
period.
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(3)
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In
February 2002, the board of Identix adopted the Identix Incorporated
2002 Equity Incentive Plan (the “Identix Plan”) and in June 2002 the
shareholders of Identix approved the Identix Plan. The Identix Plan
authorized employees, directors and consultants to receive up to 5,800,000
shares of common stock. In August 2006, Viisage merged with Identix
and the Identix Plan was assumed pursuant to the terms of the merger.
Following the merger, employees, directors and consultants of Identix were
eligible to receive additional grants under the Identix Plan and
outstanding awards under the Identix Plan continued to be exercisable upon
the same terms and conditions (after giving effect to any acceleration of
vesting resulting from the merger); provided, however, that (i) each
such option thereafter was exercisable for a number of shares of the
Company’s common stock (rounded down to the nearest whole share) equal to
the product obtained from multiplying the number of shares of common stock
of Identix subject to such option by 0.473, and (ii) the exercise
price per share of the Company’s common stock was to equal the quotient
obtained from dividing the exercise price per share of common stock of
Identix subject to such option in effect immediately prior to the merger
by 0.473 (rounded up to the nearest whole
cent).
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5
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 2nd day of July,
2010.
L-1
IDENTITY SOLUTIONS, INC.
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/s/ James A. DePalma
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James A.
DePalma
Executive
Vice President, Chief Financial Officer and Treasurer
(Principal
Financial Officer)
6
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Exhibit
Number
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Description
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31.1
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Certification
pursuant to Exchange Act Rules 13a-14(a) and 15d-14 of the Chief
Executive Officer.
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31.2
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Certification
pursuant to Exchange Act Rules 13a-14(a) and 15d-14 of the Chief Financial
Officer.
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7