UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): November 17, 2010
L-1 IDENTITY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33002
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02-0807887 |
(State or other jurisdiction of
incorporation)
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(Commission file number)
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(I.R.S. employer identification no.) |
177 BROAD STREET, STAMFORD, CONNECTICUT 06901
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (203) 504-1100
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 8.01 OTHER EVENTS.
As previously disclosed by L-1 Identity Solutions, Inc., (the “Company”) on September 19, 2010,
the Company entered into a definitive agreement to sell its intelligence services businesses
(“Intel Business”) for a purchase price of approximately $295.8 million in cash and approximately
$7.2 million of assumed obligations. The transaction is subject to, among other conditions,
certain US regulatory clearances and is expected to close in the fourth quarter of 2010. As
required by relevant accounting standards, the Company reflected the intelligence services
businesses as discontinued operations in its Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2010 and will reflect the businesses as discontinued operations for all prior
periods included in financial statements filed with the Securities and Exchange Commission. In
addition, segment information is also required to be retroactively adjusted for current and prior
periods as a result of presenting the intelligence services businesses as discontinued operations.
In this Current Report on Form 8-K, the Company is filing its revised audited consolidated
financial statements as of December 31, 2009 and 2008 and for each of the three years in the
period ended December 31, 2009, which give effect to the retroactive presentation of the
intelligence services businesses as discontinued operations and the related changes in the segment
information. In addition, this report on Form 8-K includes revised selected financial data and
management’s discussion and analysis of financial condition and results of operations consistent
with the revisions made to the consolidated financial statements.
The information contained herein does not reflect events or disclosures occurring after the filing
of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and does
not modify or amend the disclosures therein in any way, except as required in connection with the
retroactive presentation of the intelligence business as discontinued operations and the related
changes to segment information. The information contained herein is provided for the information
of investors and for incorporation by reference in the Form S-3 and Form S-8 registration
statements filed by the Company with the Securities and Exchange Commission and the Proxy
Statement on Schedule 14A expected to be filed by the Company with the Securities and Exchange
Commission in connection with its special meeting of shareholders being held to consider and vote
upon a proposal to adopt the Agreement and Plan of Merger, dated as of September 19, 2010, by and
among the Company, Safran SA and Laser Acquisition Sub Inc. and to approve the merger contemplated
by such agreement.
The information in this Current Report on Form 8-K should be read in conjunction with the
Company’s 2009 Annual Report on Form 10-K, as amended, and any filings by the Company with the
Securities and Exchange Commission to report its financial results subsequent to the filing date
of the Form 10-K (filed on February 26, 2010), including the Quarterly Report on Form 10-Q for the
quarter ended September 30, 2010, which reflects the retroactive presentation of the intelligence
services business as discontinued operations together with the related changes to segment
information.
Forward Looking Statements
This Form 8-K contains forward-looking statements that involve risks and uncertainties.
Forward-looking statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and reflect the Company’s current views based on
management’s beliefs and assumptions and information currently available. Forward-looking
statements concerning future plans or results are necessarily only estimates, and actual results
could differ materially from expectations. Certain factors that could cause or contribute to such
differences include, among other things, the availability of customer funding for L-1 products and
solutions, general economic and political conditions, the timing of consummating the previously
announced proposed transactions with Safran SA and BAE Systems Information Solutions Inc., the
risk that a condition to closing such proposed transactions may not be satisfied, the risk that a
regulatory approval that may be required for such proposed transactions is not obtained or is
obtained subject to conditions that are not anticipated, the ability of the Company to
successfully refinance or amend its credit agreement on a timely basis if required, and additional
risks and uncertainties described in the Securities and Exchange Commission filings of L-1
Identity Solutions,
including its Form 10-K for the year ended December 31, 2009 and
the Company’s Form 10-Q for the quarter ended September 30, 2010. L-1 Identity Solutions expressly disclaims any intention or
obligation to update any forward-looking statements.
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Important Information for Investors and Stockholders
This communication may be deemed to be solicitation material in respect of the proposed
acquisition of L-1 by Safran SA. In connection with the proposed acquisition, L-1 intends to file
a proxy statement and other relevant materials with the SEC. INVESTORS AND SECURITY HOLDERS OF L-1
ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS FILED WITH THE SEC IF AND
WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED ACQUISITION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT L-1, SAFRAN SA AND THE
PROPOSED ACQUISITION.
Investors and security holders may obtain a copy of the proxy statement and other relevant
materials filed with the SEC free of charge (when they become available) at the SEC web site at
www.sec.gov. The proxy statement and such other documents, when they become available, may also be
obtained free of charge on the L-1 website at www.L1ID.com under the tab “Investor Relations” or
by contacting L-1’s investor relations department at (203) 504-1109.
L-1 and its directors and executive officers may be deemed to be participants in the solicitation
of proxies of L-1 stockholders in connection with the proposed acquisition. Information regarding
L-1 directors and executive officers is set forth in L-1’s proxy statement for its 2010 annual
meeting of stockholders, which was filed with the SEC on March 16, 2010. Other information
regarding the participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the proxy statement
and other relevant materials to be filed with the SEC (when they become available).
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits.
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Description |
23.1*
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Consent of Deloitte & Touche LLP (Independent Registered Public Accounting Firm) |
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99.1*
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Part II, Item 6. Selected Financial Data |
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99.2*
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Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations |
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99.3*
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Part II, Item 8. Financial Statements and Supplementary
Data |
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