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): July 1, 2009
L-1 IDENTITY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-33002 02-08087887
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) 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.
L-1 Identity Solutions, Inc. (the "Company") is filing this Current
Report on Form 8-K for the purpose of updating the description of its capital
stock. That description was contained in the registration statement on Form 8-A
(File No. 011-33002) filed with the Securities and Exchange Commission (the
"SEC") on August 29, 2006 pursuant to Section 12(b) of the Securities Exchange
Act of 1934 (as amended) (the "Exchange Act"). To the extent the following
description is inconsistent with prior filings, it modifies and supersedes those
filings. This description will be available for incorporation by reference into
certain of the Company's filings with the SEC under the Securities Act of 1933,
as amended, and the Exchange Act, including registration statements.
DESCRIPTION OF L-1 IDENTITY SOLUTIONS, INC. CAPITAL STOCK
The statements in this description of the Company's capital stock are brief
summaries of, and are subject to the provisions of, the Company's amended and
restated certificate of incorporation, amended and restated bylaws and the
relevant provisions of the Delaware General Corporation Law.
Our authorized capital stock consists of 125,000,000 shares of Common Stock, par
value $0.001 per share, and 2,000,000 shares of Preferred Stock, par value
$0.001 per share, of which 25,000 shares are designated as Series A Convertible
Preferred Stock.
Common Stock
Dividends
Subject to preferences that may apply to shares of our preferred stock
outstanding at the time, common stockholders are entitled to receive dividends
out of assets of the Company that are legally available for distribution, in
amounts that our board of directors may determine in their sole discretion. To
date, we have not paid any cash dividends. Additionally, our credit facility
prevents us from paying dividends or making other distributions to our common
stockholders.
Voting Rights
Common stockholders are entitled to one vote per share held on all
matters submitted to a vote of our stockholders. Cumulative voting for the
election of directors is not provided for in our certificate of incorporation,
which means that holders of a plurality of our voted common stock can elect
directors then standing for election.
No Preemptive or Similar Rights.
Our common stock is not entitled to preemptive rights and is not
subject to conversion or redemption.
Liquidation and Other Rights
In the event of any voluntary or involuntary liquidation, dissolution
or winding-up of the Company, assets of the Company that are legally available
for distribution to common stockholders shall be distributed ratably among then
existing common stockholders after payment of any liquidation preferences on any
outstanding preferred stock.
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Preferred Stock
Under our certificate of incorporation, as amended to date, we have
authority to issue, in one or more series, 2,000,000 shares of preferred stock,
par value $0.001 per share. The number of authorized shares of preferred stock
may be increased or decreased by the affirmative vote of the holders of a
majority of our outstanding stock without the separate vote of holders of
preferred stock as a class.
Our board of directors is authorized to designate, for each series of
preferred stock, the preferences, qualifications, limitations, restrictions and
optional or other special rights of such series. The issuance of preferred stock
could adversely affect our common stockholders' voting power and ability to
receive dividend payments or distributions in the event of a liquidation,
dissolution or winding-up and could delay, defer or prevent a change-in-control.
Series A Preferred Stock
We have 25,000 shares of preferred stock, par value $0.001 per share,
designated as Series A Convertible Preferred Stock. No shares of Series A
Convertible Preferred Stock are outstanding. Pursuant to the securities purchase
agreement we entered into on June 30, 2008 with our Chairman and Chief Executive
Officer, Robert V. LaPenta, 15,107 shares of our Series A Convertible Preferred
Stock were issued to Mr. LaPenta and Mr. LaPenta was entitled to a contractual
price protection right to receive up to 2,185 additional shares of Series A
Convertible Preferred Stock. As of May 11, 2009, the 15,107 outstanding shares
of Series A Convertible Preferred Stock issued to Mr. LaPenta were converted
into 1,145,337 shares of common stock. On July 1, 2009, 2,185 shares of Series A
Convertible Preferred Stock were issued to Mr. LaPenta in satisfaction of his
contractual price protection right and converted into 165,655 shares of our
common stock.
Dividend Rights.
Holders of Series A Convertible Preferred Stock are entitled to receive
dividends equally, ratably and on the same date as our common stockholders. We
can elect whether to declare dividends in cash or to not declare and pay
dividends, in which case the per share dividend amount will be added to the
liquidation preference of $1,000 per share of Series A Convertible Preferred
Stock. Dividends payable in shares to holders of our Series A Convertible
Preferred Stock are paid in Series A Convertible Preferred Stock.
Voting Rights.
Other than as provided by the Delaware General Corporation Law, or
DGCL, holders of our Series A Convertible Preferred Stock do not have voting
rights.
Conversion Rights and Redemption Rights.
Each share of Series A Convertible Preferred Stock issued to Mr.
LaPenta was convertible at a conversion price of $13.19 per share of common
stock upon any transfers by Mr. LaPenta to third parties that are unaffiliated
with Mr. LaPenta or upon stockholder approval, in accordance with the rules and
regulations of the New York Stock Exchange. Such stockholder approval was
obtained at our annual meeting of stockholders held on May 6, 2009.
Right to Receive Liquidation Distributions.
The Series A Convertible Preferred Stock has an initial liquidation
preference of $1,000 per share, an amount that increases for accrued and unpaid
dividends. In the event of any voluntary or involuntary liquidation, dissolution
or winding-up of the Company, the holders of Series A Convertible Preferred
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Stock, upon the redemption of such shares then outstanding, shall be entitled to
be paid the liquidation preference out of the assets of the Company that are
legally available for distribution to its stockholders, before any distribution
is made to common stockholders. Upon the occurrence of a merger, consolidation,
share purchase or similar business combination transaction, holders of our
Series A Convertible Preferred Stock are entitled to receive the same
consideration as our common stockholders as if the Series A Convertible
Preferred Stock was converted into common stock immediately prior to the
occurrence of such event.
Provisions of Our Certificate of Incorporation and By-laws and Delaware Law
Classified board of directors. Our certificate of incorporation, as
amended, limits the size of our board of directors to fourteen and establishes
separate director classifications. Our current board consists of ten directors
of which there are (i) three Class I directors whose term of office expires in
2012, (ii) three Class II directors whose term of office expires in 2010, and
(iii) four Class III directors whose term of office expires in 2011.
Anti-Takeover Provisions. Our certificate of incorporation, by-laws and
the DGCL may delay, defer or discourage another person or entity from acquiring
control of us.
For example, we are subject to Section 203 of the DGCL, which, subject
to certain exceptions, prohibits a Delaware corporation from engaging in any
"business combination" with an "interested stockholder" for a period of three
years following the time that such stockholder became an interested stockholder,
unless:
o the board of directors of the corporation approves either the business
combination or the transaction that resulted in the stockholder
becoming an interested stockholder, prior to the time the interested
stockholder attained that status;
o at or subsequent to such time, the business combination is approved by
the board of directors and authorized at an annual or special meeting
of securityholders, and not by written consent, by the affirmative
vote of at least two thirds of the outstanding voting stock that is
not owned by the interested stockholder; or
o upon the closing of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding for purposes of determining
the number of shares outstanding those shares owned (i) by persons who
are directors and also officers and (ii) by employee stock plans in
which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer.
With certain exceptions, an "interested stockholder" is a person or
group who or which owns 15% or more of a corporation's outstanding voting stock
(including any rights to acquire stock pursuant to an option, warrant,
agreement, arrangement or understanding, or upon the exercise of conversion or
exchange rights, and stock with respect to which the person has voting rights
only), or is an affiliate or associate of the corporation and was the owner of
15% or more of such voting stock at any time within the previous three years.
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In general, Section 203 defines a business combination to include:
o any merger or consolidation involving the corporation and the
interested stockholder;
o any sale, transfer, pledge or other disposition of 10% or more of the
assets of the corporation involving the interested stockholder;
o subject to certain exceptions, any transaction that results in the
issuance or transfer by the corporation of any stock of the
corporation to the interested stockholder;
o any transaction involving the corporation that has the effect of
increasing the proportionate share of the stock or any class or series
of the corporation beneficially owned by the interested stockholder;
or
o the receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by
or through the corporation.
A Delaware corporation may "opt out" of this provision with an express
provision in its original certificate of incorporation or an express provision
in its certificate of incorporation or by-laws resulting from a stockholders'
amendment approved by at least a majority of the outstanding voting shares.
However, we have not "opted out" of this provision. Section 203 could prohibit
or delay mergers or other takeover or change-in-control attempts and,
accordingly, may discourage attempts to acquire us.
Transfer Agent and Registrar
The transfer agent for our common stock is Computershare Limited.
Listing
Our common stock is traded on the New York Stock Exchange under the
symbol "ID."
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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: July 1, 2009
L-1 IDENTITY SOLUTIONS, INC.
By: /s/ Robert V. LaPenta
------------------------------------------------
Robert V. LaPenta
Chairman, President and Chief Executive Officer
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