UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
ANNUAL REPORT

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal year ended September 30, 2001
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from ______________________ to _______________________

Commission File Number: 0-18856
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VISIONICS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 41-1545069
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

5600 Rowland Road, Minnetonka, Minnesota 55343 (952) 932-0888
- --------------------------------------------------- --------------
(Address of principal executive offices) (Zip Code) (Registrant's telephone
number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: common stock, $.01
par value
--------------------

common stock
purchase rights
--------------------

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 filing requirements
for the past 90 days. [X] 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 registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate the number of shares of each of the issuer's classes of Common Stock,
as of the latest practicable date.

common stock, $.01 par value December 31, 2001 - 28,799,140 shares
---------------------------- -------------------------------------
(Class) (Outstanding)

The aggregate market value of common stock held by non-affiliates as of
December 31, 2001: $374,670,520

DOCUMENTS INCORPORATED BY REFERENCE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information regarding the
Company's executive officers and members of its Board of Directors. There are no
family relationships between any director or officer.

Name Age Position
---- --- --------

Joseph J. Atick(1) 37 Chairman, President and Chief
Executive Officer
C. McKenzie Lewis III(1)(2)(3) 55 Director
George Latimer(2)(3) 66 Director
John E. Haugo(2)(3) 66 Director
John E. Lawler(1)(2)(3) 52 Director
Jason Choo 30 Director
Robert F. Gallagher 46 Chief Financial Officer

(1) Member of Nominating Committee.
(2) Member of Compensation and Personnel Committee.
(3) Member of Audit Committee.

The following discussion sets forth the business experience and
background of each of the persons identified above.

Joseph J. Atick. Dr. Atick was appointed to the Board of Directors of
the Company effective with the merger between Digital Biometrics, Inc. and
Visionics Corporation on February 16, 2001 and was appointed Chairman of the
Board of Directors of the Company on July 26, 2001. He has served as Chief
Executive Officer of the Company since February 16, 2001 and as President of the
Company since March 23, 2001. Dr. Atick has served as Chief Executive Officer of
Visionics Technology Corporation since 1994.

C. McKenzie Lewis III. Mr. Lewis has served as a director of the
Company since 1994 and served as Chairman of the Board of Directors of the
Company from October 28, 1996 through December 14, 1999. From 1986 to 1996, Mr.
Lewis served as Chief Executive Officer and President and a director of Computer
Network Technology Corporation, a developer and manufacturer of high performance
extended channel networking systems. Mr. Lewis has over 26 years experience in
the computer and data communications industry. Mr. Lewis is currently Managing
Partner of Sherpa Partners, LLC, a Minnesota-based Venture Capital Fund.

George Latimer. Mr. Latimer has served on the Company's Board of
Directors since 1990. He is a Distinguished Visiting Professor of Urban Studies
at Macalester College, St. Paul, Minnesota. From November 1995 through December
1997, Mr. Latimer served as Chief Executive Officer of the National Equity Fund,
a financing syndication for affordable housing in Chicago, Illinois. From July
1993 to November 1995, Mr. Latimer served as Director, Office of Special
Actions, U.S. Department of Housing and Urban Development ("HUD"). From February
1993 to July 1993, Mr. Latimer was employed as a consultant to HUD. From 1990 to
1993, Mr. Latimer was Dean of Hamline University School of Law in St. Paul,
Minnesota. From 1976 to 1990, Mr. Latimer served as the Mayor of St. Paul,
Minnesota.

John E. Haugo. Dr. Haugo has served on the Company's Board of Directors
since February 1998. Dr. Haugo has served as a director of Pointshare
Corporation since August 2000. He was Chairman and Chief Executive Officer of
MedServe Link, Inc. from January 1998 to August 2000, at which time it was
acquired by Pointshare. Dr. Haugo was Vice President and General Manager of the
Serving Software Group Business Unit of HBO and Company from September 1994 to
March 1997. From April 1986 until September 1994, prior to its acquisition by
HBO, Dr. Haugo was founder, President, Chairman and Chief Executive Officer of
Serving Software, Inc. a provider of health care scheduling and resource
management systems. From January 1976 to January 1981 he served as Chief
Executive Officer of Minnesota Educational Computing Corporation.

John E. Lawler. Mr. Lawler has served on the Company's Board of
Directors since December 1999. Mr. Lawler has been President of East/West
Financial Services, Inc., a diversified financial management and business
consulting firm, since November 1987. He is also a co-founder of Sterling Wealth
Management, Inc., a registered investment advisor and has served on its Board
since October 1999. He currently serves as its Chief Executive Officer and
Chairman of the Board. From November 1984 to March 1988, Mr. Lawler served as
Executive Vice President of The Kamber Group, a public relations firm in
Washington D.C. From March 1982 to October 1984, Mr. Lawler served as a Senior
Vice President and Chief Financial Officer with Gray and Company, an
advertising, public relations and lobbying firm. From January 1975 to March
1982, Mr. Lawler served as Chief of the Office of Finance of the U.S. House of
Representatives in Washington, D.C.

Jason Choo. Mr. Choo was appointed to the Board of Directors of the
Company effective with the merger on February 16, 2001 having served on the
board of Visionics Technology Corporation since 1998. He has served as Managing
Director of Lonsdale Group, Ltd., an investment company, since 1998 and has
served as Managing Director of EB Holdings Pte Ltd, also a private investment
company, for more than five years. In addition, he currently serves as Chairman
of iCentric Software Limited, an enterprise software developer based in
Singapore.

Robert F. Gallagher. Mr. Gallagher serves as the Company's Vice
President and Chief Financial Officer, a position he as held since November
2000. From December 1997 to July 2000, Mr. Gallagher was employed with TSI
Incorporated as Vice President and Chief Financial Officer. Mr. Gallagher was
the Controller of TSI Incorporated for more than five years prior to December
1997.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and officers and the holders of 10 percent or
more of the Company's common stock to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
equity securities of the Company. Based on the Company's review of copies of
such reports received by it, or written representations from reporting persons,
the Company believes that during fiscal year 2001 its directors and executive
officers filed all reports on a timely basis.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth certain information concerning
compensation paid by the Company for the last three fiscal years to its Chief
Executive Officers and each other executive officer whose cash compensation
exceeded $100,000 in fiscal year 2001 (collectively, the "Named Officers").

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
AWARDS
------
ANNUAL COMPENSATION SECURITIES
NAME AND ----------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- ------------------------------------------ ------ ---------- --------- --------- --------------

Joseph J. Atick(1) 2001 $236,776 $ 50,000 -- $ 6,618 (5)
President and Chief Executive 2000 201,605 -- -- 6,560 (5)
Officer 1999 155,690 10,000 -- 4,182 (5)

Robert F. Gallagher (2) 2001 136,044 18,000 75,000 --
Chief Financial Officer

James C. Granger(3) 2001 9,167 -- 94,066 (6)
Former President and Chief 2000 208,333 -- 100,000 4,998 (7)
Executive Officer 1999 197,918 100,000 -- 4,995 (7)

John J. Metil(4) 2001 99,791 -- 125,000 130,810 (8)
Former President, Chief Executive 2000 178,334 18,500 150,000 4,998 (7)
Officer, Executive Vice President 1999 162,917 82,500 -- 5,000 (7)
Chief Operating Officer and
Chief Financial Officer

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(1) Mr. Atick served as Chief Executive Officer of the Company since February
16, 2001 and as President since March 23, 2001.
(2) Mr. Gallagher has served as Chief Financial Officer since November 6, 2000.
(3) Mr. Granger served as President and Chief Executive Officer of the Company
from January 1, 1997 through October 18, 2000.
(4) Mr. Metil served as Chief Executive Officer of the Company from October 18,
2000 through February 15, 2001. Mr. Metil served as President from October
18, 2000 through March 23, 2001, as Executive Vice President of the Company
from November 1, 1998 through October 18, 2000 and as Chief Operating
Officer and Chief Financial Officer from April 1, 1997 through October 18,
2000.
(5) Represents profit sharing pension amount paid by the Company to the 401(k)
plan.
(6) Represents $5,249 Company match, paid in shares of the Company's common
stock, of employee 401(k) contributions and $88,817 of consulting pay.
(7) Represents Company match, paid in shares of the Company's common stock, of
employee 401(k) contributions.
(8) Represents $5,249 Company match, paid in shares of the Company's common
stock, of employee 401(k) contributions and $125,561 of consulting pay.

STOCK OPTION GRANTS IN FISCAL YEAR 2001

POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES PERCENT OF TOTAL PRICE APPRECIATION FOR
UNDERLYING OPTIONS GRANTED EXERCISE OR OPTION TERM(3)
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION ------------------------
NAME GRANTED(1) FISCAL YEAR ($/SHARE)(2) DATE 5% 10%
- ----------------------- ------------ ----------------- -------------- ----------- ---------- ----------

Robert F. Gallagher 75,000 11% $6.188 11/16/07 $188,935 $440,300
John J. Metil 125,000 19% 6.000 10/31/07 305,325 711,538

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(1) Subject to acceleration at the discretion of the Compensation Committee or
upon the death or disability of the optionee, each option becomes
cumulatively exercisable with respect to 33 1/3 percent of the shares
covered on each of the first three anniversaries of the grant date.
(2) Fair market value per share on the date of grant in accordance with the
terms of the stock option plans.
(3) The 5 percent and 10 percent assumed rates of appreciation are mandated by
the rules of the Securities and Exchange Commission and do not represent the
Company's estimate or projection of the future market price of the Company's
common stock.

AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2001
AND FISCAL YEAR END OPTION VALUES

VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY OPTIONS
SHARES UNDERLYING UNEXERCISED AT FISCAL YEAR END(1)
ACQUIRED ON VALUE OPTIONS AT FISCAL YEAR END -----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------- ------------- ---------- ----------- ------------- ------------ -------------

Robert F. Gallagher -- $ -- -- 75,000 $ -- $ 426,900
James C. Granger 533,330 1,768,185 3 66,667 25 492,000
John J. Metil 85,000 348,288 165,000 225,000 1,513,633 1,473,000

- --------------------------

(1) Market value of underlying securities at fiscal year end minus the exercise
price

TERMINATION OF EMPLOYMENT AND CHANGE-OF-CONTROL ARRANGEMENTS

During fiscal 1997, the Board of Directors of the Company adopted a
change of control plan for the benefit of executive officers. Upon a change of
control of the Company, an executive officer will, upon termination of his
employment, be entitled to payment of an amount equal to such officer's base
salary immediately prior to the change of control, payable on or before the 30th
day following the termination of such officer's employment. An officer is not
entitled to such payment if he is offered employment following a change of
control by the successor to the Company or its business, provided such
employment is comparable to his employment with the Company and is at a base
salary level comparable to, or greater than, that paid by the Company. In the
event the employment of an officer is not terminated, or such officer is offered
employment by the successor and is employed, but such employment is terminated
within a period of one year following the change of control, the officer shall
be entitled to payment of an amount equal to his base salary, less compensation
actually paid during the period in which he was employed by the Company or a
successor entity subsequent to the change of control. The change of control
payment is limited to an amount not to exceed the safe harbor under Section 280G
of the Internal Revenue Code.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 31, 2001, the number of
shares of the Company's common stock beneficially owned by (i) each person known
to be the beneficial owner of five percent or more of the total issued and
outstanding shares of the Company's common stock, (ii) each director, (iii) each
of the Named Officers appearing in the Summary Compensation Table above and (iv)
all officers and directors as a group. Any shares reflected in the following
table which are subject to an option or a warrant are deemed to be outstanding
for the purpose of computing the percentage of the Company's issued and
outstanding common stock owned by the option or warrant holder but are not
deemed to be outstanding for the purpose of computing the percentage of the
Company's issued and outstanding common stock owned by any other person. Except
as otherwise indicated, each beneficial owner has sole voting and investment
power over the outstanding shares of which he has beneficial ownership.

Shares Beneficially Owned(1)
-------------------------------
Name of Beneficial Owner/Group Number Percent
------------------------------ ------ -------

Lonsdale Group Ltd.(2) 1,036,452 3.6
Jason Choo(2) 2,690 *
Joseph J. Atick 1,687,905 5.9
George Latimer(3) 49,452 *
John E. Lawler(4) 25,101 *
C. McKenzie Lewis III(5) 133,031 *
John E. Haugo(6) 78,452 *
Robert F. Gallagher(7) 25,364 *
All officers and directors as a group of seven persons 3,038,447 10.5

James C. Granger -- --
John J. Metil(8) 62,280 *

* Indicates an amount less than one percent

(1) The securities "beneficially owned" by a person are determined in accordance
with the definition of "beneficial ownership" set forth in the regulations
of the Securities and Exchange Commission and, accordingly, may include
securities owned by or for, among others, the spouse, children or certain
other relatives of such person as well as other securities as to which the
person has or shares voting or investment power or has the right to acquire
within 60 days. The same shares may be beneficially owned by more than one
person.

(2) Mr. Choo serves as Managing Director of Lonsdale Group, Ltd.

(3) Includes 19,452 shares of common stock beneficially owned by Mr. Latimer and
options for the purchase of an aggregate of 30,000 shares of common stock.

(4) Includes 6,101 shares of common stock beneficially owned by Mr. Lawler and
options for the purchase of an aggregate of 19,000 shares of common stock.

(5) Includes 48,031 shares of common stock beneficially owned by Mr. Lewis and
options for the purchase of an aggregate of 85,000 shares of common stock.

(6) Includes 33,452 shares of common stock beneficially owned by Mr. Haugo and
options for the purchase of an aggregate of 45,000 shares of common stock.

(7) Includes 364 shares of common stock beneficially owned by Mr. Gallagher and
options for the purchase of an aggregate of 25,000 shares of common stock.

(8) Consists of 62,280 shares of common stock beneficially owned by Mr. Metil.

There are no arrangements known to the Company which at a later date may
result in a change in control of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS FORM 10-K/A TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
MINNETONKA, MINNESOTA, ON THIS 28TH DAY OF JANUARY 2002.

VISIONICS CORPORATION
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(REGISTRANT) /s/ Robert F. Gallagher
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Robert F. Gallagher
Chief Financial Officer