UNITED STATES
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): January 10, 2002
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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") executed an Asset Purchase
Agreement, dated as of January 10, 2002, under which the Company will acquire
the facial recognition business of Lau Acquisition Corp. d/b/a Lau Technologies
("Lau"), including technology, patents, contracts, distribution channels, and
certain employees. In return, we will assume certain liabilities with respect to
that business and pay Lau a royalty of 3.1% of our facial recognition revenues
over the next 12-1/2 years, up to a maximum of $27.5 million. In addition, we
will enter into consulting agreements with Joanna Lau, Chairman and Chief
Executive Officer of Lau, and Denis Berube, Chief Operating Officer of Lau and a
director of the Company.
Lau is the beneficial owner of approximately 32% of the Company's
outstanding common stock.
We have received an opinion from Windsor Group Securities, LLC that this
transaction is fair to us and our stockholders from a financial point of view. A
copy of that opinion is attached as an exhibit to this Report on Form 8-K, and
incorporated herein by reference.
A copy of the Asset Purchase Agreement and related agreements and the
Consulting Agreements with Ms. Lau and Mr. Berube are also included as exhibits
to this Report on Form 8-K and are incorporated by reference into this Report.
We did not deem this acquisition to involve a "significant" amount of
assets for purposes of reporting under Item 2 of Form 8-K or for purposes of
filing financial statments for the acquired business.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description of Exhibit
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10.1 Asset Purchase Agreement dated as of January 10, 2002, by and
between the Company and Lau Acquisition Corp. d/b/a Lau
Technologies
10.2 Consulting Agreement dated as of January 10, 2002, by and between
the Company and Denis Berube
10.3 Consulting Agreement dated as of January 10, 2002, by and between
the Company and Joanna Lau
10.4 Bill of Sale between the Company and Lau Acquisition Corp. dated
as of January 10, 2002
10.5 Assumption Agreement by the Company dated as of January 10, 2002
10.6 Intellectual Property Assignment Agreement between the Company and
Lau Acquisition Corp. dated as of January 10, 2002
99.1 Fairness Opinion of Windsor Group Securities, LLC, dated January
9, 2002
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: January 25, 2002
INDEX TO EXHIBITS
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Exhibit No. Description of Exhibit
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10.1 Asset Purchase Agreement dated as of January 10, 2002, by and
between the Company and Lau Acquisition Corp. d/b/a Lau
Technologies
10.2 Consulting Agreement dated as of January 10, 2002, by and between
the Company and Denis Berube
10.3 Consulting Agreement dated as of January 10, 2002, by and between
the Company and Joanna Lau
10.4 Bill of Sale between the Company and Lau Acquisition Corp. dated
as of January 10, 2002
10.5 Assumption Agreement by the Company dated as of January 10, 2002
10.6 Intellectual Property Assignment Agreement between the Company
and Lau Acquisition Corp. dated as of January 10, 2002
99.1 Fairness Opinion of Windsor Group Securities, LLC, dated January
9, 2002