UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VIISAGE TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 04-3320515
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(State of Incorporation) (I.R.S. Employer Identification No.)
30 Porter Road Littleton, MA 01460
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(Address of Principal Executive Offices, including zip code)
Viisage Technology, Inc. 1997 Employee Stock Purchase Plan
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(Full title of the plan)
Thomas J. Colatosti
President and Chief Executive Officer
Viisage Technology, Inc.
30 Porter Road
Littleton, MA 01460
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(Name and address of agent for service)
(617) 952-2200
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered/1/ offering price Aggregate offering registration fee
per share/2/ Price/2/
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Common Stock,
$0.001 par value 70,000 $6.78125 $474,687.50 $125.32
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/1/ The shares being registered represent an incremental number of shares that
may be purchased under the Plan.
/2/ Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457, on the basis of the average of the high and low
prices of Viisage Technology, Inc.'s Common Stock as reported on the NASDAQ
National Market on January 7, 2000.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The Registration Statement under the Securities Act of 1933, as
amended, on Form S-8 of Viisage Technology, Inc. (the "Company"), file number
333-42485, filed with the Securities and Exchange Commission on December 17,
1997, is incorporated into this Post-Effective Amendment No. 1 to Registration
Statement by reference and shall be deemed a part hereof.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
shares registered hereunder have been sold or which de-registers all shares then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement from the date of filing such documents.
Item 8. Exhibits.
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5.1 Opinion of Finnegan, Hickey, Dinsmoor & Johnson, P.C. as to the
legality of the shares being registered.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Finnegan, Hickey, Dinsmoor & Johnson, P.C. (included
in Exhibit 5.1)
24.1 Power of Attorney
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized in Littleton in the Commonwealth of Massachusetts on January 10,
2000.
VIISAGE TECHNOLOGY, INC.
By: /s/ Thomas J. Colatosti
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Thomas J. Colatosti
President and Chief Executive Officer
EXHIBIT INDEX
Item 8. Exhibits
5.1 Opinion of Finnegan, Hickey, Dinsmoor & Johnson, P.C. as to the
legality of the shares being registered.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Finnegan, Hickey, Dinsmoor & Johnson, P.C. (included in
Exhibit 5.1)
24.1 Power of Attorney