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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
[_] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Viisage Technology, Inc.
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(Name of Registrant as Specified In Its Charter)
Viisage Technology, Inc.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[LOGO]
30 PORTER ROAD
LITTLETON, MASSACHUSETTS 01460
NOTICE OF SOLICITATION OF WRITTEN CONSENTS
The written consent of the holders of Viisage Technology, Inc.'s common stock,
par value $.001 per share, of record at the close of business on November 2,
2001 is requested by the Board of Directors in regard to the Second Amendment of
the Company's Restated Certificate of Incorporation to increase the authorized
shares of common stock from 26,000,000 shares to 45,000,000 shares, as described
in the accompanying Consent Solicitation Statement. It is requested that your
written consent, using the accompanying Consent Card, be delivered to the
company c/o EquiServe Proxy Services, P.O. Box 9398, Boston, Massachusetts
02205-9398, within sixty (60) days of November __, 2001. An addressed return
envelope is enclosed for this purpose, which requires no postage if mailed in
the United States.
By Order of the Board of Directors,
CHARLES J. JOHNSON,
Secretary
___________, 2001
VIISAGE TECHNOLOGY, INC.
30 PORTER ROAD
LITTLETON, MASSACHUSETTS 01460
CONSENT SOLICITATION STATEMENT
FOR
THE SOLICITATION OF WRITTEN CONSENTS
TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED NUMBER OF COMMON SHARES
INTRODUCTION
This Consent Solicitation Statement is furnished by the Board of Directors of
Viisage Technology, Inc., a Delaware corporation (the "Company" or "Viisage") to
the stockholders of the Company in connection with our solicitation of the
written consent of the stockholders to further amend our Restated Certificate of
Incorporation to increase the total number of authorized shares of common stock
from 26,000,000 shares to 45,000,000 shares (the "Amendment").
We intend to distribute this Consent Solicitation Statement and the
accompanying Consent Card commencing on or about _______________, 2001, to the
holders of record of our common stock at the close of business on November 2,
2001. The written consent of stockholders representing a majority of the
outstanding shares of common stock at the close of business on November 2, 2001
is required to approve the Amendment.
Our principal executive offices are located at 30 Porter Road, Littleton,
Massachusetts 01460, and our telephone number is (978) 952-2200.
THE CONSENT PROCEDURE
GENERAL
The proposed Amendment is being submitted for stockholder approval by written
consent. No meeting of the stockholders will be held to vote on this matter.
Only stockholders of record at the close of business on November 2, 2001 are
entitled to consent, to withhold their consent, or to revoke their consent, to
the Amendment. Stockholders are entitled to one consent for each outstanding
share of common stock held at the close of business on November 2, 2001. As of
the close of business on November 2, 2001, there were approximately 16,712,464
shares of our common stock issued and outstanding.
Consents, once dated, signed, and delivered to the Company c/o EquiServe
Proxy Services, will remain effective unless and until they are revoked. Any
stockholder submitting a consent has the right to revoke it at any time before
it is acted upon by written notice of revocation dated, signed, and delivered to
us at the address set forth below on or before the time that we have received
written consents from the holders of a majority of the outstanding shares of our
common stock.
The Amendment to increase the authorized number of shares of common stock
from 26,000,000 to 45,000,000 shares will be approved at such time as we hold
unrevoked written consents of stockholders approving the Amendment representing
a majority of the outstanding shares of common stock at the close of business on
November 2, 2001. Abstentions and broker non-votes are counted as present and
entitled to vote for purposes of determining a quorum. A broker "non-vote"
occurs when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power
for that particular item and has not received instructions from the beneficial
owner. Consequently, abstentions and broker non-votes would have the effect of
a vote against approval of the Amendment. The effective date for the Amendment
will be determined by the Board of Directors and is anticipated to be on or
about __________, 2001.
Stockholders are requested to indicate approval of the Amendment by signing
and dating the enclosed Consent Card, checking the box on the Consent Card that
corresponds to the approval of the Amendment, and delivering the Consent Card to
the Company at the address set forth below. Withholding of consent to the
Amendment, or abstention with respect to the approval of the Amendment, may be
indicated by signing and dating the Consent Card, checking the box that
corresponds to withholding of consent to the Amendment or abstention with
respect to the approval of the Amendment, respectively, and delivering the
Consent Card to us at the address set forth below.
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A CONSENT CARD THAT HAS BEEN SIGNED, DATED, AND DELIVERED TO THE COMPANY,
C/O EQUISERVE PROXY SERVICES, WITHOUT ANY OF THE BOXES FOR APPROVAL, WITHHOLDING
OF CONSENT, OR ABSTENTION CHECKED WILL CONSTITUTE A CONSENT TO THE AMENDMENT.
Consent Cards may be delivered to the Company at the following address:
Equiserve Proxy Services
P.O. Box 9398
Boston, Massachusetts 02205-9398
Consent Cards should be delivered within sixty (60) days of November __,
2001. Consent Cards and revocations of consents will be deemed to have been
received by us upon actual delivery at the above address.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS CONSENT TO THE AMENDMENT.
ABSENCE OF APPRAISAL RIGHTS
Stockholders who abstain from consenting with respect to the Amendment, or who
withhold consent to the Amendment, do not have the right to an appraisal of
their shares of common stock or any similar dissenters' rights under Delaware
law.
EXPENSE OF CONSENT SOLICITATION
The Company will bear the entire cost of the solicitation of stockholder
approval of the Amendment, including the preparation, assembly, printing, and
mailing of this consent solicitation statement and any additional material
furnished to stockholders. In addition, we may reimburse certain persons for
their costs in forwarding the solicitation material to stockholders. The costs
of any supplemental solicitation by telephone, telegram, or personal
solicitation of consents by our directors, officers, or employees will be borne
by us and no additional compensation will be paid for any such services.
VOTING
Our only voting securities outstanding and entitled to vote at any special
meeting or to consent in lieu of a special meeting are shares of our common
stock, par value $.001 per share. Only the holders of record of our common
stock at the close of business on November 2, 2001, the record date for the
consent solicitation, are entitled to receive this Consent Solicitation
Statement and to vote on the Amendment using the Consent Card.
At the close of business on November 2, 2001 there were 16,712,464 shares of
common stock outstanding and entitled to vote. Each share of common stock is
entitled to one vote. The effect of the Amendment will be to increase the
number of authorized shares of common stock from 26,000,000 shares to 45,000,000
shares.
3
SECURITY OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of November 2, 2001, the beneficial ownership
of our common stock by (i) each person who is known to us to own 5% or more of
our common stock, (ii) each director, (iii) each named executive officer, and
(iv) all of our directors and executive officers as a group. Unless otherwise
noted, the Company believes that each person identified possesses sole voting
and investment power over the shares owned. With respect to persons owning 5% or
more of the Company's common stock, the Company has relied on a Schedule 13D
that Lau Technologies filed with the Securities and Exchange Commission on
November 9, 2001.
NAME AND ADDRESS(1) SHARES BENEFICIALLY OWNED PERCENTAGE
- ---------------------------------------------------- ------------------------- ----------
Joanna T. Lau(2)................................. 6,420,608 38.18%
Denis K. Berube(3)(5)............................ 6,420,608 38.18%
Lau Technologies(4).............................. 6,291,367 37.51%
Thomas J. Colatosti(5)(6)........................ 513,969 2.98%
Peter Nessen(5).................................. 81,190 *
Thomas J. Reilly(5).............................. 117,188 *
Harriet Mouchly-Weiss(5)......................... 122,156 *
Charles E. Levine(5)............................. 117,881 *
Iftikhar A. Ahmad (5)............................ 47,451 *
Sean F. Mack(5).................................. 21,086 *
Stanley Duci(5).................................. 14,117 *
Michael Mazzu(5)................................. 14,130 *
Paul T. Principato(5)............................ 13,767 *
All directors and executive officers as
a group (12 persons)(5)......................... 7,508,691 42.83%
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* Less than one percent of the 16,712,464 shares issued and outstanding as of
November 2, 2001.
(1) The address of Mr. Berube, Ms. Lau and Lau Technologies is c/o Lau
Technologies, 30 Porter Road, Littleton, Massachusetts 01460.
(2) Includes 6,291,367 shares described below held by Lau Technologies, of
which Ms. Lau owns approximately 56% of the outstanding capital stock,
1,000 shares owned directly by Ms. Lau, 82,745 shares owned directly by Ms.
Lau's spouse, Denis K. Berube and 45,496 shares issuable within 60 days to
Mr. Berube pursuant to stock options. Ms. Lau disclaims beneficial
ownership of the 82,745 shares owned by, and the 45,496 shares issuable to,
Mr. Berube.
(3) Includes 6,291,367 shares held by Lau Technologies, of which Mr. Berube's
spouse, Ms. Lau, owns approximately 56% of the outstanding capital stock,
1,000 shares owned directly by Ms. Lau, 82,745 shares owned directly by Mr.
Berube and 45,496 shares issuable within 60 days to Mr. Berube pursuant to
stock options. Mr. Berube disclaims beneficial ownership of the shares of
common stock held by Lau Technologies and the 1,000 shares owned by Ms.
Lau.
(4) Includes 60,000 shares issuable within 60 days to Lau Technologies pursuant
to option agreements, and 6,231,367 shares owned directly by Lau
Technologies.
(5) Includes shares of common stock which the named security holder has the
right to acquire within 60 days of November 2, 2001 through the exercise of
stock options granted by the Company to the named individuals or group as
follows: Mr. Colatosti, 513,569 shares; Mr. Ahmad 37,298 shares; Mr. Duci
13,917 shares; Mr. Mack 13,667 shares; Messrs. Berube, Nessen, Reilly, and
Ms. Weiss 45,496 shares each; Mr. Levine 34,136 shares; Mr. Mazzu 12,166
shares; Mr. Principato 10,967 shares, and all directors and executive
officers as a group 818,829 shares.
(6) Includes 400 shares held by Mr. Colatosti's children. Mr. Colatosti
disclaims beneficial ownership of his children's shares.
4
PROPOSAL TO ADOPT AMENDMENT
Our Board of Directors has approved and is submitting to our stockholders a
proposal to effect the Second Amendment to our Restated Certificate of
Incorporation to increase the number of authorized shares of common stock from
26,000,000 shares to 45,000,000 shares. The text of the Amendment is attached
to this consent solicitation statement as Exhibit A. The Board of Directors has
approved and recommends that stockholders CONSENT to the Amendment.
PURPOSE AND EFFECT OF THE AMENDMENT
On October 23, 2001, our Board of Directors approved a Second Amendment to our
Restated Certificate of Incorporation to increase the aggregate number of shares
of common stock that we are authorized to issue from 26,000,000 shares to
45,000,000 shares. If approved by our stockholders, the Amendment will become
effective upon the filing of a Second Certificate of Amendment with the Delaware
Secretary of State. The Amendment would increase the number of shares of common
stock available for issuance, but would have no effect upon the terms of the
common stock or rights of holders of the common stock. We currently have
approximately 16,712,464 shares of common stock outstanding, approximately
4,586,417 shares reserved for future issuance under our stock incentive plans
and 219,854 shares reserved for issuance upon exercise of warrants. Based upon
the foregoing number of outstanding and reserved shares of common stock, we
currently have approximately 4,481,265 shares remaining for other purposes.
Our Board of Directors believes that it is in the best interest of the
Company and its stockholders to have additional shares of common stock
authorized and available for issuance or reservation on an as-needed basis
without the delay or expense of seeking stockholder approval (unless required by
law or then existing Nasdaq listing requirements). Additional shares may be
used to provide the Company with working capital necessary to further develop
its core businesses, to finance acquisitions, to have shares available for use
in connection with its stock option plans, and to pursue other corporate
purposes that may be identified in the future by the Board of Directors. In the
near term, the Board of Directors believes that there are attractive acquisition
opportunities in both the identification systems and biometric sectors, and that
additional working capital is likely to be required to meet the anticipated
market demand for the Company's facial recognition technology. However, there
can be no assurance that we will be successful in any acquisition opportunity or
in securing additional financing on terms acceptable to the Company.
Although the increase in the authorized number of shares of common stock
will not, in and of itself, have any immediate effect on the rights of our
stockholders, any future issuance of additional shares of common stock could
affect our stockholders in a number of respects, including by diluting the
voting power of the current holders of our common stock, and by diluting the
earnings per share and book value per share of outstanding shares of our common
stock at such time. In addition, the issuance of additional shares could
adversely affect the market price of our common stock. Moreover, if we issue
securities convertible into common stock or other securities that have rights,
preferences and privileges senior to those of our common stock, the holders of
our common stock may suffer significant dilution.
POTENTIAL ANTI-TAKEOVER EFFECT
We have no present intention to use the increased authorized common stock for
anti-takeover purposes, nor is the proposed Amendment in response to any effort
by any person or group to accumulate our stock or to obtain control of the
Company by any means. The charter amendment is not intended to have any anti-
takeover effect and is not part of any series of anti-takeover measures
contained in the charter or the bylaws as in effect on the date hereof. However,
the issuance of the additional shares of common stock would increase the number
of shares necessary to acquire control of the Board or necessary to meet the
voting requirements imposed by Delaware law with respect to a merger or other
business combination involving us. Issuance of additional shares unrelated to
any takeover attempt could also have these effects. Management has no current
intent to propose anti-takeover measures in future proxy solicitations.
NO CHANGE IN BUSINESS
The Amendment will effect a change in the number of authorized shares of our
common stock. However, the Amendment will not result in any change in our
business, management, location of our principal executive offices, assets,
liabilities or net worth (other than as a result of the costs incident to the
Amendment, which are immaterial). Our management, including all directors and
officers, will remain the same after the Amendment.
Upon the effective date of the Amendment, the number of authorized shares of
the Company's common stock will increase from 26,000,000 shares to 45,000,000
shares. Stockholders need not exchange their existing stock certificates.
5
ADDITIONAL INFORMATION
ANNUAL REPORT AND FINANCIAL STATEMENTS
We file annual, quarterly, and current reports, proxy statements, and other
information with the SEC. You may read and copy any reports, statements, or
other information that we file at the SEC's public reference rooms in
Washington, D.C., New York, New York, and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information regarding the public reference
rooms. Our public filings are also available to the public from commercial
document retrieval systems and the Internet World Wide Web site maintained by
the SEC at "http//www.sec.gov."
Our 2001 Annual Report to Stockholders was mailed to stockholders with our
proxy statement for the annual meeting held in May 2001. You may obtain a copy
of our annual report on Form 10-K or our subsequent quarterly reports on Form
10-Q by requesting them in writing or by telephone to the following:
Viisage Technology, Inc.
30 Porter Road
Littleton, Massachusetts 01460
(978) 952-2200
Attention: Sean Mack, Treasurer
The foregoing reports are not incorporated in this Consent Solicitation
Statement and are not deemed to be a part of the consent solicitation material.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Shareholders may submit proposals on matters appropriate for shareholder
action at subsequent annual meetings of shareholders consistent with Rule 14a-8
promulgated under the Securities Exchange Act of 1934, as amended. For such
proposals to be considered for inclusion in the Proxy Statement and Proxy
relating to the 2002 Annual Meeting of Shareholders, such proposals must be
received by the Company for inclusion in the Company's Proxy Statement and proxy
card relating to that meeting no later than December 17, 2001.
Pursuant to new amendments to Rule 14a-4(c) of the Exchange Act, if a
shareholder who intends to present a proposal at the 2002 Annual Meeting of
Shareholders does not notify the Company of such proposal on or prior to
February 20, 2002, then management proxies would be allowed to use their
discretionary voting authority to vote on the proposal when the proposal is
raised at the Annual Meeting, even though there is no discussion of the proposal
in the 2002 Proxy Statement.
Dated: ___________, 2001
Littleton, Massachusetts
6
EXHIBIT A
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SECOND CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
VIISAGE TECHNOLOGY, INC.
Viisage Technology, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by vote at a meeting
of its members as filed with the minutes of the board, duly adopted resolutions
setting forth a proposed second amendment to the Restated Certificate of
Incorporation, declaring said amendment to be advisable to the stockholders of
the Corporation. The resolution setting forth the proposed amendment is as
follows:
"RESOLVED, that the Restated Certificate of Incorporation of this corporation be
further amended by changing Section 1 of Article Fourth thereof so that, as
amended, said Article shall be and read as follows:
Section 1. Number of shares:
The total number of shares of capital stock which the Corporation shall have
authority to issue is Forty-Seven Million (47,000,000) shares, of which (a)
Forty-Five Million (45,000,000) shall be Common Stock, par value $0.001 per
share (the "Common Stock"), and (b) Two Million (2,000,000) shall be Preferred
Stock, par value $0.001 per share (the "Preferred Stock"). As set forth in this
Article IV, the Board of Directors of the Corporation (the "Board of Directors")
is authorized from time to time to establish and designate one or more series of
Preferred Stock, to fix and determine the variations in the relative rights and
preferences as between the different series of Preferred Stock in the manner
hereinafter set forth in this Article IV, and to fix or alter the number of
shares comprising any such series and the designation thereof to the extent
permitted by law.
Any and all such shares issued, and for which the full consideration has been
paid or delivered, shall be deemed fully paid stock and the holder of such
shares shall not be liable for any further call or assessment or any other
payment thereon.
The Board of Directors is authorized to issue, from time to time, all or any
portion of the capital stock of the Corporation, of any class, which may have
been authorized but not issued or otherwise reserved for issue, to such person
or persons and for such lawful consideration (including property or services at
their fair value), as it may deem appropriate, and generally in its absolute
discretion to determine the terms and manner of any disposition of such
authorized but unissued capital stock."
SECOND: That thereafter, pursuant to the recommendation of the Board of
Directors, the holders of a majority of the outstanding common stock of the
Corporation, in accordance with Section 228 of the General Corporation Law of
the State of Delaware, duly consented to and approved of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Viisage Technology, Inc., has caused this certificate
to be signed by Charles J. Johnson, Esq., its Secretary, this _____ day of
November, 2001.
_____________________________
Charles J. Johnson, Secretary
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VIISAGE TECHNOLOGY, INC.
WRITTEN CONSENT SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
IMPORTANT
Please return the consent form promptly to the Company c/o EquiServe Proxy
Services, P.O. Box 9398, Boston, Massachusetts 02205-9398. This consent from
must be received by EquiServe no later than the deadline stated in the Consent
Solicitation Statement in order for your vote to count.
PLEASE MARK AS IN THIS SAMPLE [X]
The Board of Directors recommends a CONSENT to Proposal 1.
1. Proposal to amend the Restated Certificate of Incorporation to increase
the authorized number of shares of Common Stock from 26,000,000 shares to
45,000,000 shares.
Consents Does Not Consent Abstains
[_] [_] [_]
(Please sign and date below)
Dated: _______________, 2001
_________________________________________
Signature of Stockholder(s)
_________________________________________
Signature of Stockholder (s)
If signing as attorney, executor, administrator, trustee,
or guardian, please give full title as such, and, if
signing for a corporation, give your title. When shares
are in the names of more than one person, all should
sign. If the signer is a Partnership, sign in the name of
the Partnership by an authorized person.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS CONSENT TO THE SECOND
AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION.
8