WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE - NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
July 1, 2009
BY EDGAR
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U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: L-1 IDENTITY SOLUTIONS, INC.
REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-159411)
Ladies and Gentlemen:
On behalf of our client, L-1 Identity Solutions, Inc., a Delaware
corporation (the "Registrant"), we are transmitting herewith via the EDGAR
system using the EDGAR header tag S-3/A for filing with the Securities and
Exchange Commission Amendment No. 1 to the Registrant's Registration Statement
on Form S-3 (File No. 333-159411) filed on May 21, 2009 (the "Registration
Statement Amendment").
Set forth below in bold are comments from the Staff's letter of June
18, 2009. Immediately below each of the Staff's comments is the Registrant's
response to that comment, including, where applicable, a cross-reference to the
location of changes made in the Registration Statement Amendment in response to
the Staff's comment. For your convenience, each of the numbered paragraphs below
corresponds to the numbered comment in the Staff's comment letter and includes
the caption used in the comment letter.
GENERAL
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1. THE REGISTRATION NUMBER YOU HAVE INSERTED ON THE COVER PAGE OF THE
REGISTRATION STATEMENT IS INCORRECT. ALSO, THE SIGNATURE PAGE TO YOUR
FORM S-3 REFERS TO THE REGISTRATION STATEMENT AS "POST-EFFECTIVE
AMENDMENT NO. 1." FINALLY, THE SIGNATURES ON YOUR SIGNATURE PAGE ARE
NOT DATED. PLEASE REVISE YOUR REGISTRATION STATEMENT TO CORRECT THESE
ERRORS.
Response: Please see the corrected cover page and signature page of the
Registration Statement Amendment.
WEIL, GOTSHAL & MANGES LLP
U.S. Securities and Exchange Commission
July 1, 2009
Page 2
FOREPART OF REGISTRATION STATEMENT
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2. WE NOTE THAT YOU FILED THE REGISTRATION STATEMENT AS AN ACCELERATED
FILER BUT FILED THE FORM 10-Q FOR THE FISCAL QUARTER ENDED MARCH 31,
2009 AS A LARGE ACCELERATED FILER. ACCORDING TO YOUR FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 2008, THE AGGREGATE MARKET VALUE OF THE VOTING
STOCK HELD BY YOUR NON-AFFILIATES AS OF JUNE 30, 2008 WAS APPROXIMATELY
$1,038.9 MILLION, WHICH WOULD REQUIRE YOU TO FILE AS A LARGE
ACCELERATED FILER. SEE RULE 12B-2(3) OF THE EXCHANGE ACT. PLEASE
ADVISE.
Response: In response to the Staff's comments, the Registrant has
corrected the cover page in the Registration Statement Amendment to
indicate that it is filing as a large accelerated filer. Please see the
cover page of the Registration Statement Amendment.
COVER PAGE
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3. WE NOTE THAT YOU HAVE OUTSTANDING REGISTRATION STATEMENTS. PLEASE
REVISE YOUR PROSPECTUS COVER PAGE TO REFERENCE CONCISELY YOUR
CONCURRENT OFFERINGS AND TO DISCLOSE THE AGGREGATE NUMBER OF SHARES
AVAILABLE FOR RESALE UNDER EACH OFFERING.
Response: In response to the Staff's comments, the Registrant has
revised the prospectus cover page in the Registration Statement
Amendment to reference concisely its concurrent offerings and to
disclose the aggregate number of shares available for resale under each
concurrent offering in the Registration Statement Amendment. Please
note that concurrently herewith, the Registrant has filed a
Post-Effective Amendment on Form S-3 to terminate several unused
historical registration statements filed prior to 2005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE, PAGE 29
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4. WE NOTE THAT YOU ARE REGISTERING SHARES OF COMMON STOCK IN THIS
REGISTRATION STATEMENT WHICH ARE CURRENTLY REGISTERED UNDER SECTION
12(B) OF THE EXCHANGE ACT. PLEASE INCORPORATE BY REFERENCE THE
DESCRIPTION OF THE CLASS OF SECURITIES CONTAINED IN THIS REGISTRATION
STATEMENT FILED UNDER THE EXCHANGE ACT PURSUANT TO ITEM 12(A)(3) OF THE
FORM S-3. REFER TO QUESTION 123.07 OF THE SECURITIES ACT FORMS
COMPLIANCE AND DISCLOSURE INTERPRETATIONS AVAILABLE ON THE SEC WEBSITE
AT HTTP://WWW.SEC.GOV/DIVISIONS/CORPFIN/GUIDANCE/SAFINTERP.HTM.
Response: In response to the Staff's comments, the Registrant has
revised the Incorporation of Certain Information by Reference section
in the Registration Statement Amendment to incorporate by reference the
description of the Registrant's common stock contained in the Form 8-K
filed concurrently herewith. Please see page 30 of the Registration
Statement Amendment.
WEIL, GOTSHAL & MANGES LLP
U.S. Securities and Exchange Commission
July 1, 2009
Page 3
UNDERTAKINGS, PAGE 32
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5. PLEASE REVISE TO PROVIDE ALL THE APPLICABLE UNDERTAKINGS REQUIRED BY
ITEM 512 OF REGULATION S-K. SPECIFICALLY, IT APPEARS THAT THE
UNDERTAKINGS REQUIRED BY ITEM 512(A)(5)(II) OF REGULATION S-K SHOULD BE
INCLUDED AND THE UNDERTAKING CURRENTLY LISTED IN PARAGRAPH (4)(II) OF
ITEM 17 RELATING TO RULE 430B DOES NOT SEEM APPLICABLE. FURTHER, PLEASE
DESCRIBE WHY THE UNDERTAKING DESCRIBED IN PARAGRAPH 5 OF ITEM 17
RELATES TO THE TRANSACTION IN THIS REGISTRATION STATEMENT. IT DOES NOT
APPEAR THAT THIS REGISTRATION STATEMENT COVERS THE PRIMARY OFFERING OF
SECURITIES.
Response: In response to the Staff's comments, the Registrant has
revised Item 17 in the Registration Statement Amendment to include the
undertakings required by Item 512(a)(5)(ii) of Regulation S-K and
removed the undertaking which was listed in paragraph (4)(ii) of Item
17 relating to Rule 430B and the undertaking described in paragraph 5
of Item 17. Please see page 34 of the Registration Statement Amendment.
EXHIBITS
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6. PLEASE INCORPORATE BY REFERENCE INTO THIS FORM S-3 THE SECURITIES
PURCHASE AGREEMENTS DATED JUNE 29, 2008, THE REGISTRATION RIGHTS
AGREEMENT DATED JUNE 29, 2008, AND RELATED AGREEMENTS PERTAINING TO THE
SECURITIES IN THIS RESALE REGISTRATION STATEMENT. IT APPEARS THAT YOU
FILED THESE DOCUMENTS IN THE AMENDMENT TO THE SCHEDULE 13D FILED ON
JULY 3, 2008. REFER TO ITEM 601(B)(10) OF REGULATION S-K.
Response: In response to the Staff's comments, the Registrant has
revised Item 16 and the Index to Exhibits in the Registration Statement
Amendment to incorporate by reference the securities purchase agreement
dated June 29, 2008 and the registration rights agreement dated June
29, 2008, which are all agreements pertaining to the securities in this
resale registration statement. Please see page 35 and the Index to
Exhibits of the Registration Statement Amendment.
The Registrant hereby respectfully requests that any Staff comments
regarding the Registration Statement Amendment be directed to the undersigned
(Fax: 212-310-8007), as promptly as practicable.
If the Staff has any questions regarding the Registration Statement
Amendment, they should call the undersigned at 212-310-8239.
Very truly yours,
/s/ Marita Makinen
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Marita Makinen
Enclosures
cc: Mark S. Molina, Esq.
Executive Vice President, Chief Legal Officer and Secretary
L-1 Identity Solutions, Inc.