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)
John Ritzert
Ritzert & Leyton
11350 Random Hills Road
Suite 400
Fairfax, VA 22030-7421
(703) 934-2660
(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.
Buddy G. Beck
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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
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,297,680
OWNED BY
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
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10 SHARED DISPOSITIVE POWER
2,297,680
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,297,680
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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)
7.93%
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14 TYPE OF REPORTING PERSON
IN
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(1) Buddy G. Beck 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 Buddy G. Beck.
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 amends the statement on Schedule 13D filed with
the Securities and Exchange Commission on February 14, 2004 by Buddy G. Beck 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 name of the reporting person is Buddy G. Beck ("Mr. Beck).
(b) The business address of Mr. Beck is 10601 Shadow Lane, Fairfax
Station, Virginia 22039.
(c) Mr. Beck's principal occupation is acting as a consultant to Viisage,
with a principal business address of 10601 Shadow Lane, Fairfax Station,
Virginia 22039. Mr. Beck is also on the Board of Directors of Viisage.
(iv) Mr. Beck is a citizen of the United States.
(d)-(e) During the past five years, Mr. Beck has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
has he been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which he 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.
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"), Mr. Beck, the Buddy G. and Charlotte V. Beck Charitable Trust (the
"Beck Charitable Trust") and the Buddy G. Beck Grantor Retained Annuity Trust
(the "Beck Annuity Trust") (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 the Covered
Persons 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 - 10.4 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.
Each Covered Person has further agreed, pursuant to the Voting
Agreements and subject to certain exceptions, not to (i) grant any proxies or
enter into any voting trust or other agreement or arrangement with respect to
the voting of any Covered Shares; or (ii) 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. In addition, Mr.
Beck and the Beck Annuity Trust have agreed, pursuant to the Voting Agreements
and subject to certain exceptions, not to 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).
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; (c) the consummation of the Merger; or, (d) in the case of the
Voting Agreement entered into with the Beck Charitable Trust, upon the sale or
transfer by the Beck Charitable Trust of the Covered Shares.
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 - 10.4 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. Further, 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) Mr. Beck is the beneficial owner of 1,889,680 Shares which he owns outright
and 8,000 Shares issuable pursuant to stock options exercisable within 60 days
of January 11, 2006. In addition, as co-trustee with his spouse, Charlotte V.
Beck, Mr. Beck may be deemed to be the beneficial owner of the 200,000 Shares
held by the Beck Charitable Trust. Mr. Beck is also a co-trustee, with Edward
Cacciapaglia, of the Beck Annuity Trust and, as a result, he may be deemed to be
the beneficial owner of the 200,000 Shares held by the Beck Annuity Trust. The
2,297,680 Shares represent approximately 7.93% of the total number of Shares
which, 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 Mr. Beck's stock options
exercisable within 60 days of January 11, 2006.
(b) As a result of the Voting Agreements, Mr. Beck may be deemed to have
shared power with Identix to vote or direct the voting and to dispose, or direct
the disposition of the 1,897,680 Shares held by him (assuming the exercise of
all of his stock options exercisable within 60 days of January 11, 2006) with
respect to those matters described in Item 4.
Mr. Beck may be deemed to have shared voting power with his co-trustees
to vote or direct the voting and to dispose or direct the disposition of the
200,000 Shares held by the Beck Charitable Trust and the 200,000 Shares held by
the Beck Annuity Trust. In addition, as a result of the Voting Agreements, Mr.
Beck may be deemed to have shared power with Identix to vote or direct the
voting of the 200,000 Shares held by the Beck Charitable Trust and the 200,000
Shares held by the Beck Annuity Trust 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. Beck 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
Mr. Beck's knowledge, there are no contracts, arrangements, understandings or
relationships between Mr. Beck 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.
Mr. Beck also serves as a consultant for the Issuer pursuant to an
Independent Contractor Consulting and Business Development Agreement dated
February 14, 2004.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
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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 Buddy G. Beck.
10.3 Voting Agreement, dated as of January 11, 2006, among
Identix Incorporated and the Buddy G. and Charlotte V.
Beck Charitable Trust.
10.4. Voting Agreement, dated as of January 11, 2006, among
Indentix Incorporated and the Buddy G. Beck Grantor
Retained Annuity Trust.
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 26, 2006
By: /s/ Buddy G. Beck
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Buddy G. Beck