SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2001
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VIISAGE TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-21559 04-3320515
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(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
30 Porter Road, Littleton, MA 01460
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 978-952-2200
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ITEM 5. OTHER EVENTS.
Viisage Technology, Inc. (the "Company") recently closed a private
placement of common stock and warrants. The closings of the private placement
occurred on December 14, 17 and 18, 2001. A total of 2,380,952 shares of the
Company's common stock, $.001 par value, were sold to accredited institutional
investors at a price of $10.50 per share, with total proceeds to the Company,
net of placement fees, of approximately $23.75 million. In addition, the Company
issued warrants to the investors to purchase up to an aggregate of 357,152
shares of common stock at an exercise price of $12.08 per share. The investors
have certain registration rights with respect to the shares of common stock
purchased in the private placement and the shares of common stock issuable upon
exercise of the warrants purchased in the private placement.
The proceeds from the private placement will be used for general working
capital purposes.
A copy of the Form of Registration Rights Agreement, the Form of Purchase
Agreement (including the Form of Warrant), and the press releases issued by the
Company in connection with the private placement are included as exhibits to
this Report on Form 8-K and are incorporated by reference into this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit No. Description of Exhibit
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4.1 Form of Registration Rights Agreement dated as of December 14,
2001 by and among Viisage Technology, Inc. and the Investors
named therein.
10.1 Form of Purchase Agreement dated as of December 14, 2001 among
the Company and the Investors named therein (including Exhibit B
- Form of Warrant).
99.1 Press Release issued by the Company on December 17, 2001.
99.2 Press Release issued by the Company on December 19, 2001.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIISAGE TECHNOLOGY, INC.
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Registrant
By: /s/ Thomas J. Colatosti
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Thomas J. Colatosti,
President and Chief Executive Officer
Dated: December 20, 2001
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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4.1 Form of Registration Rights Agreement dated as of December 14,
2001 by and among Viisage Technology, Inc. (the "Company") and
the Investors named therein.
10.1 Form of Purchase Agreement dated as of December 14, 2001 among
the Company and the Investors named therein (including Exhibit B
- Form of Warrant).
99.1 Press Release issued by the Company on December 17, 2001.
99.2 Press Release issued by the Company on December 19, 2001.
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