UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
VIISAGE TECHNOLOGY, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE, $0.001 PER SHARE
(Title of Class of Securities)
92675K20 6
(CUSIP Number)
LAU ACQUISITION CORP.
30 MONUMENT SQUARE, SUITE 220,
CONCORD, MASSACHUSETTS 01742
With a copy to:
CHARLES J. JOHNSON, ESQ.
CHOATE, HALL & STEWART LLP
2 INTERNATIONAL PLACE
BOSTON, MA 02110
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
JANUARY 11, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
(Continued on following pages)
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1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NO.
Lau Acquisition Corp. FEIN No. 04-3072930
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2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP:
(a) [ ]
(b) [X](1)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts Corporation
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7 SOLE VOTING POWER
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,182,581
OWNED BY
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,182,581
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,182,581
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.54%
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14 TYPE OF REPORTING PERSON
CO
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-------------------
(1) Lau Acquisition Corp. expressly disclaims (a) the existence of any group,
and (b) beneficial ownership with respect to any shares other than the shares
owned of record by Lau Acquisition Corp.
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1 NAMES OF REPORTING PERSONS.
Joanna Lau
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X](2)
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,255,939
OWNED BY
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,255,939
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,255,939
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.79%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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-------------------
(2) Joanna Lau expressly disclaims (a) the existence of any group and (b)
beneficial ownership with respect to any shares other than the shares owned of
record by Joanna Lau.
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1 NAMES OF REPORTING PERSONS.
Denis K. Berube
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X](3)
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,255,939
OWNED BY
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,255,939
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,255,939
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.79%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
-------------------
(3) Denis K. Berube expressly disclaims (a) the existence of any group and (b)
beneficial ownership with respect to any shares other than the shares owned of
record by Denis K. Berube.
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 amends the statement on Schedule 13D filed with
the Securities and Exchange Commission on October 15, 2001 by Lau Acquisition
Corp., Joanna T. Lau and Denis K. Berube and relates to shares ("Shares") of
common stock, $0.001 par value per share ("Viisage Common Stock"), of Viisage
Technology, Inc., a Delaware corporation ("Viisage"). The principal offices of
Viisage are located at 296 Concord Road, Third Floor, Billerica, MA 01821.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The names of the reporting persons are (i) Lau Acquisition Corp.
("Lau"); (ii) Joanna T. Lau ("Ms. Lau"); and (iii) Denis K. Berube ("Mr.
Berube").
(b)-(c)
(i) Lau is a Massachusetts corporation doing business as Lau
Technologies with its principal address at 30 Monument Square, Suite 220,
Concord, Massachusetts 01742. The principal business of Lau is the marketing and
sale of defense electronics and facial recognition technologies. The name,
business address and present principal occupation or employment of each director
and executive officer of Lau are set forth in Schedule A, attached hereto and
incorporated by reference.
(ii) The principal occupation of Ms. Lau is serving as President and
Chief Executive Officer of Lau, which is carried out at 30 Monument Square,
Suite 220, Concord, Massachusetts 01742.
(iii) Mr. Berube is the spouse of Ms. Lau. The principal occupation of
Mr. Berube is serving as Executive Vice President and Chief Operating Officer of
Lau, which is at 30 Monument Square, Suite 220, Concord, Massachusetts 01742.
Mr. Berube is also on the Board of Directors of Viisage.
(d)-(e) During the past five years, neither Lau, Ms. Lau, Mr. Berube nor, to
Lau's, Ms. Lau's or Mr. Berube's knowledge, any of the persons listed on
Schedule A has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
he, or she or it was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities law, or finding any violation with respect to
such laws.
(f) Ms. Lau and Mr. Berube are citizens of the United States. All persons
listed on Schedule A are also citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with the execution of that certain Agreement and Plan of
Reorganization, dated January 11, 2006 (the "Merger Agreement") among Viisage,
VIDS Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
Viisage ("Merger Sub"), and Identix Incorporated, a Delaware corporation
("Identix"), Lau and Mr. Berube (the "Covered Persons"), along with certain
other stockholders of Viisage, entered into Voting Agreements, each dated as of
January 11, 2006, with Identix (the "Voting Agreements").
Pursuant to the Merger Agreement, at the effective time of the Merger
(as defined in Item 4 below), each issued and outstanding share of Identix
common stock will be converted into the right to receive 0.473 newly issued
shares of Viisage common stock. Other than to facilitate the transactions set
forth in the Merger Agreement, no separate consideration was paid to Lau or Mr.
Berube in connection with the Voting Agreements.
References to, and the descriptions of, the Merger Agreement and the
Voting Agreements are qualified in their entirety by reference to the full text
of the Merger Agreement and the Voting Agreements, which agreements are filed as
Exhibits 10.1 - 10.3 hereto and which are incorporated herein by reference.
ITEM 4. PURPOSE OF THE TRANSACTION.
(a)-(b) Pursuant to the Merger Agreement, Viisage, the Merger Sub and Identix
have agreed that Merger Sub will merge with and into Identix, with Identix being
the surviving corporation (the "Merger"). As a result of the Merger, Identix
will become a wholly-owned subsidiary of Viisage. The Merger is subject to
obtaining certain regulatory approvals, the approval of Viisage's and Identix's
respective stockholders and other customary closing conditions.
Pursuant and subject to the terms of the Voting Agreements, each
Covered Person has agreed to vote, or provide a written consent with respect to,
all shares of Viisage Common Stock owned of record or beneficially by each
Covered Person (including stock options exercisable within 60 days of January
11, 2006) and over which it has voting control (or only 50% of such shares in
the event of a Change in Recommendation, as defined in the Merger Agreement,
with respect to Viisage) (the "Covered Shares"): (x) in favor of the Parent
Stock Issuance and Parent Charter Amendment (each as defined in the Merger
Agreement) and any matter that could reasonably be expected to facilitate the
Merger and (y) against any action, proposal, transaction or agreement that would
result in a breach in any respect of any covenant, representation or warranty or
any other obligation or agreement of Viisage contained in the Merger Agreement
or which could result in any of the conditions to Viisage's obligations under
the Merger Agreement not being fulfilled. Each Covered Person has irrevocably
and unconditionally granted a proxy appointing Identix as its attorney-in-fact
and proxy to vote the Covered Shares as described above.
Further, except for encumbrances in existence as of the date of the
Voting Agreement and, with respect to Lau, encumbrances arising in connection
with the pledge by Lau of Covered Shares to one or more lenders and the explicit
right of Lau to transfer up to 300,000 of Covered Shares in the open market,
each Covered Person has agreed, pursuant to the Voting Agreements and subject to
certain other exceptions, not to (i) sell, transfer, tender, pledge, encumber,
assign or otherwise dispose of (collectively, "Transfer"), or enter into any
contract, option or other agreement to Transfer any or all of the Covered Shares
(other than to any Person that agrees in writing to be bound by the terms of the
Voting Agreements); (ii) grant any proxies or enter into any voting trust or
other agreement or arrangement with respect to the voting of any Covered Shares;
or (iii) take any action that would have the effect of preventing, impeding,
interfering with or adversely affecting its ability to perform its obligations
under the Voting Agreements.
Each Covered Person has further agreed, pursuant to the Voting
Agreements, not to knowingly take any action which would cause Viisage to
materially violate or be in material breach of Section 5.2 of the Merger
Agreement, which, among other things, prohibits Viisage from soliciting
Alternative Transaction Proposals (as defined in the Merger Agreement).
The Voting Agreements terminate on the earliest to occur of: (a) the
termination of the Merger Agreement in accordance with the terms of the Merger
Agreement; (b) the agreement of the parties thereto to terminate the Voting
Agreements; or (c) the consummation of the Merger.
References to, and the descriptions of, the Merger Agreement and the
Voting Agreements are qualified in their entirety by reference to the full text
of the Merger Agreement and the Voting Agreements, which agreements are filed as
Exhibits 10.1 - 10.3 hereto and which are incorporated herein by reference.
(c) Not applicable.
(d) Upon consummation of the Merger, Viisage will have a twelve-member board
of directors, which will include a total of seven Viisage directors and five
Identix directors. Robert LaPenta, Chairman of Viisage, will be the Chairman and
Chief Executive Officer of Viisage. Joseph Atick, President and Chief Executive
Officer of Identix will be the Vice-Chairman and Corporate Chief Strategic
Officer of Viisage. Upon consummation of the Merger, the members of the board of
directors of Merger Sub immediately prior to the effective time of the Merger
shall be appointed as the members of the board of directors of Identix, as the
surviving corporation, immediately after the effective time of the Merger until
their respective successors are duly elected or appointed and qualified.
(e) Other than as a result of the Merger described above, not applicable.
(f) Other than as a result of the Merger described above, not applicable.
(g) In connection with the Merger, the Certificate of Incorporation of
Viisage will be amended to (i) increase the number of authorized shares of
Viisage Common Stock to 125,000,000, and (ii) change Viisage's name to a name
mutually agreed upon by Viisage and Identix prior to the effective time of to
the merger. In addition, the amendment will provide that (1) any change in the
size of the board of directors of Viisage shall require the prior approval of at
least two-thirds of the entire board of directors of Viisage and at least
two-thirds of the independent board members of Viisage, (2) the full and
exclusive power and authority otherwise conferred upon the board of directors to
evaluate candidates and nominate persons to stand for election to the board of
directors or to fill vacancies on the board of directors or newly created
directorships shall be exercised and performed by the nominating and governance
committee of the board of directors of Viisage and (3) any amendment to the
provisions required by the immediately foregoing clauses (1) and (2) by the
board of directors of Viisage shall require the prior approval of at least
two-thirds of the entire board of directors of Viisage and at least two-thirds
of the independent board members of Viisage.
The Certificate of Incorporation of Identix, as the surviving
corporation, shall be amended and restated as of the effective time to be
identical to the Certificate of Incorporation of Merger Sub as in effect
immediately prior to the effective time of the Merger until thereafter amended
in accordance with Delaware Law and as provided in such Certificate of
Incorporation. At the effective time of the Merger, however, Article 1 of the
Certificate of Incorporation of Identix, as the Surviving Corporation, shall be
amended and restated in its entirety to read as follows: "The name of the
corporation is "Identix Incorporated".
The Bylaws of Merger Sub, as in effect immediately prior to the
effective time of the Merger, shall be the Bylaws of Identix, as the surviving
corporation at the effective time of the Merger until thereafter amended in
accordance with Delaware Law and as provided in the Certificate of Incorporation
of Identix, as the surviving corporation and such Bylaws.
(h) Not applicable.
(i) Other than as a result of the Merger described above, not applicable.
(j) Other than as a result of the Merger described above, not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
(i) Lau is the beneficial owner of 2,182,581 Shares, which it owns outright.
These 2,182,581 Shares represent approximately 7.54% of the total number of
Shares, based on Viisage's representation in Section 4.2 of the Merger Agreement
that there were 28,951,415 Shares issued and outstanding on January 11, 2006.
(ii) Ms. Lau is the beneficial owner of 400 Shares, which she owns outright.
By virtue of her position as President and Chief Executive Officer of Lau and
her 28% ownership interest in Lau, as well as her spousal relationship with Mr.
Berube, Ms. Lau may be deemed the beneficial owner of (i) the 2,182,581 Shares
owned by Lau; (ii) the 48,958 Shares held by Mr. Berube; and (iii) the 24,000
Shares issuable to Mr. Berube pursuant to stock options exercisable within 60
days of January 11 2006. The 2,255,939 Shares represent approximately 7.79% of
the total number of Shares, based on Viisage's representation in Section 4.2 of
the Merger Agreement that there were 28,951,415 Shares issued and outstanding on
January 11, 2006 and assuming the exercise of all of the options exercisable
within 60 days of January 11, 2006 held by Mr. Berube. Ms. Lau disclaims
beneficial ownership of all Shares other than those that she owns outright.
(iii) Mr. Berube is the beneficial owner of 48,958 Shares, which he owns
outright, and 24,000 Shares issuable pursuant to stock options exercisable
within 60 days of January 11, 2006. As a result of his position as Executive
Vice President and Chief Operating Officer of Lau and his 28% ownership interest
in Lau, as well as his spousal relationship with Ms. Lau, Mr. Berube also may be
deemed the beneficial owner of (i) the 2,182,581 Shares held by Lau; and (ii)
the 400 Shares held by Ms. Lau. The 2,255,939 Shares represent approximately
7.79% of the total number of Shares based on Viisage's representation in Section
4.2 of the Merger Agreement that there were 28,951,415 Shares issued and
outstanding on January 11, 2006 and assuming the exercise of all of the options
exercisable within 60
days of January 11, 2006 held by Mr. Berube. Mr. Berube disclaims beneficial
ownership of all Shares other than those he owns outright and those issuable to
him pursuant to stock options.
(b)
(i) As a result of the Voting Agreements, Lau may be deemed to have shared
power with Identix to vote or direct the voting and to dispose or direct the
disposition of the 2,182,581 Shares held by Lau with respect to those matters
described in item 4.
(ii) Ms. Lau may be deemed to have shared power to vote or direct the voting
and to dispose or direct the disposition of: (i) the 400 Shares held by her;
(ii) the 2,182,581 Shares held by Lau; and (iii) the 72,958 Shares held by
Mr. Berube (assuming the exercise of all of the options exercisable within 60
days of January 11, 2006 held by Mr. Berube) due to Ms. Lau's relationship with
Lau and Mr. Berube as described above.
(iii) Mr. Berube may be deemed to have shared power to direct the voting and
disposition of: (i) the 72,958 Shares held by him (assuming the exercise of all
of his options exercisable within 60 days of January 11, 2006); (ii) the
2,182,581 Shares held by Lau; and (iii) the 400 Shares held by Ms. Lau due to
his relationship with Lau and Ms. Lau as described above. In addition, as a
result of the Voting Agreements, Mr. Berube may be deemed to have shared power
with Identix to vote or direct the voting of the Covered Shares with respect to
those matters described in item 4.
(c) Other than as a result of the Merger described above, not applicable.
(d) As a Director of Viisage, Mr. Berube may have influence over the corporate
activities of Viisage, including the declaration of dividends on the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
Other than as described in this Schedule 13D or as set forth in or
contemplated by the Merger Agreement and Voting Agreements which are filed as
Exhibits 10.1- 10.3 hereto and which are incorporated herein by reference, to
Lau's, Ms. Lau and Mr. Berube's knowledge, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 or set forth
in Schedule A and between such persons and any person with respect to any
securities of Viisage, including but not limited to transfer or voting of any of
the securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and supplemented to add the following exhibits:
Exhibit No. Description
----------- -----------
10.1 Agreement and Plan of Reorganization, dated as of January 11,
2006, among Viisage Technology, Inc., VIDS Acquisition Corp.
and Identix Incorporated.
10.2 Voting Agreement, dated as of January 11, 2006, among Identix
Incorporated and Lau Technologies.
10.3 Voting Agreement, dated as of January 11, 2006, among Identix
Incorporated and Denis K. Berube.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: January 24, 2006
LAU ACQUISITION CORP.
By: /s/ Paul T. Principato
----------------------------
Name: Paul T. Principato
Title: CFO
SCHEDULE A
OFFICERS AND BOARD OF DIRECTORS OF LAU TECHNOLOGIES
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
Joanna T. Lau
Lau Technologies
30 Monument Square, Suite 220
Concord, MA 01742
Principal occupation: President and Chief Executive Officer
EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER
Denis K. Berube
Lau Technologies
30 Monument Square, Suite 220
Concord, MA 01742
Principal occupation: Executive Vice President and Chief Operating Officer,
Lau Technologies
TREASURER AND CHIEF FINANCIAL OFFICER
Paul T. Principato
Lau Technologies
30 Monument Square, Suite 220
Concord, MA 01742
Principal occupation: Treasurer and Chief Financial Officer, Lau Technologies
CLERK
Charles J. Johnson
Choate, Hall & Stewart LLP
Two International Place
Boston, MA 02110
Principal occupation: Partner, Choate, Hall & Stewart LLP
BOARD OF DIRECTORS
JOANNA T. LAU
same as above
MARILYN SWARTZ-LLOYD
MASCO
375 Longwood Avenue
Boston, MA 02215
Principal occupation: City Planning Executive
ROBERT E. ANDERSON
Omniken, Inc.
270 Wiley Road
Groton, MA 01450-2237
Principal occupation: Consultant