UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 1, 2007
Date of report (Date of earliest event reported)
L-1 IDENTITY SOLUTIONS, 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 (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
177 Broad Street, Stamford, Connecticut 06901
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(Address of principal executive offices) (Zip Code)
(203) 504 - 1100
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(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 1, 2007, L-1 Identity Solutions, Inc., a Delaware corporation (the
"Company"), entered into a Stock Purchase Agreement (the "Stock Purchase
Agreement") with Advanced Concepts, Inc., a Maryland corporation ("ACI"), John
Register and Frank White (the "Selling Stockholders"), and John Register, in his
capacity as the sellers representative, pursuant to which the Company will
purchase (the "Purchase") all of the issued and outstanding shares of common
stock of ACI from a newly-formed holding company (such company, together with
the Selling Stockholders, the "Sellers") for a base purchase price of
$71,500,000, subject to adjustment based on ACI's Closing Working Capital (as
such term is defined in the Stock Purchase Agreement). Pursuant to the Stock
Purchase Agreement, the Company will deposit 5% of the purchase price paid at
closing into escrow, for one year, to secure the indemnification obligations of
the Selling Stockholders. In addition, the Stock Purchase Agreement provides
that if ACI achieves certain financial targets, the Company will make additional
payments of a maximum aggregate amount equal to $3,000,000 for the fiscal year
ending December 31, 2007 and $3,000,000 for the fiscal year ending December 31,
2008.
The Stock Purchase Agreement contains customary representations, warranties and
covenants. The covenants of ACI and the Sellers include, among others, that ACI
and the Sellers will not solicit proposals or engage in discussions relating to
alternative business combination transactions.
The consummation of the Purchase is subject to customary closing conditions,
including the expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, absence of
governmental restraints, accuracy of representations and warranties and
continued effectiveness of employment agreements with members of ACI's senior
management.
The foregoing description of the Stock Purchase Agreement is qualified in its
entirety by reference to the full text of the Stock Purchase Agreement, a copy
of which is filed with this report as Exhibit 2.1 and is incorporated by
reference into this report. We encourage you to read the Stock Purchase
Agreement for a more complete understanding of the Purchase.
No representation, warranty, covenant or agreement described above or contained
in the Stock Purchase Agreement is, or should be construed as, a representation
or warranty by the Company to any investor or a covenant or agreement of the
Company with any investor. The representations, warranties, covenants and
agreements contained in the Stock Purchase Agreement are solely for the benefit
of the Company and ACI and are qualified by disclosures between the parties.
On May 2, 2007, the Company and ACI issued a joint press release announcing the
execution of the Stock Purchase Agreement, a copy of which is filed with this
report as Exhibit 99.1 and is incorporated by reference into this report.
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ITEM 7.01 REGULATION FD DISCLOSURE.
On May 2, 2007, the Company and ACI issued a joint press release announcing the
execution of the Stock Purchase Agreement, as described in Item 1.01 above. A
copy of the press release is furnished herewith as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
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2.1 Stock Purchase Agreement, dated as of May 1, 2007, by and among
ACI, John Register and Frank White, the Company, and John
Register, solely in his capacity as the sellers representative
99.1 Press Release, dated May 2, 2007
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SIGNATURES
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.
L-1 IDENTITY SOLUTIONS, INC.
By: /s/ Robert V. LaPenta
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Name: Robert V. LaPenta
Title: Chairman, President and Chief
Executive Officer
Date: May 2, 2007
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Stock Purchase Agreement, dated as of May 1, 2007, by and among
ACI, John Register and Frank White, the Company, and John
Register, solely in his capacity as the sellers representative
99.1 Press Release, dated May 2, 2007