S-8

As filed with the Securities and Exchange Commission on October 2, 2008

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

IDENTIPHI, INC.

(Exact name of registrant as specified in its charter)

Delaware	95-4346070
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
13809 Research Blvd., Suite 275 Austin, TX	75750
(Address of Principal Executive Offices)	(Zip code)

2007 EQUITY INCENTIVE PLAN

(Full title of the plan)

Christer Bergman

Chief Executive Officer

IdentiPHI, Inc.

13809 Research Blvd., Suite 275

Austin, TX 75750

(512) 492-6220

(Name, address and telephone number, including area code, of agent for service)

Copy to:

W. Michael Hutchings, Esq.

DLA Piper US LLP

701 Fifth Avenue, Suite 7000

Seattle, WA 98104-7044

(206) 839-4800

This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the

Securities Act of 1933, as amended.

CALCULATION OF REGISTRATION FEE

Title of securities to be registered(1)	Amount to be registered(2)	Proposed maximum offering price per share(3)	Proposed maximum aggregate offering price(3)	Amount of registration fee
Common Stock, $0.01 par value per share	5,000,000 (4)	$0.10	$500,000	$19.65

(1) The securities to be registered include options and rights to acquire shares of the registrant’s common stock.

(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued under the IdentiPHI, Inc. 2007 Equity Incentive Plan (the “2007 Plan”) to prevent dilution resulting from any stock split, stock dividend or similar transaction.

(3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act. The proposed maximum aggregate offering price per share is based on the average of the high and low prices of the registrant’s common stock on September 30, 2008, as reported on the OTC Bulletin Board.

(4) Represents shares of the registrant’s common stock available for issuance upon exercise of awards under the 2007 Plan.

PART II

Item 3. Incorporation of Documents by Reference.

The following documents filed by IdentiPHI, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this registration statement:

(a) The Registrant’s latest annual report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), containing audited financial statements for the Company’s latest fiscal period ended December 31, 2007 (the “Form 10-K”); and

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Form 10-K; and

(c) The description of the Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A filed with the Commission on December 6, 1991, pursuant to Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.

Item 4. Description of Securities.

The class of securities to be offered hereunder is registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant’s certificate of incorporation provides that the Registrant shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented, or by any successor thereto, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. Such right to indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Registrant’s certificate of incorporation also provides that such indemnification rights are not exclusive of any other rights to which those seeking indemnification may be entitled under the Registrant’s bylaws, any agreement, any vote of stockholders or disinterested directors or otherwise.

The Registrant’s bylaws provide that it will indemnify and hold harmless, to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Registrant to provide broader indemnification rights than said Law permitted it to provide prior to such amendment), each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative, is or was a director or officer of the Registrant or is or was serving at the Registrant’s request as a director or officer of another corporation, or as a controlling person of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer, or in any other capacity while serving as a director or officer, against all expenses, liability and loss reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators. The Registrant’s bylaws also provide that the Registrant may enter into a contract with any director, officer, employee or agent of the Registrant, or any person serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to or, if the Registrant’s board of directors so determines, greater than, those provided for in such bylaws.

The Registrant may maintain insurance on behalf of any person who is a director or officer against any loss arising from any claim asserted against him and incurred by him in any such capacity, subject to certain exclusions.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

			Incorporated by Reference
Exhibit No.	Description	Filed Herewith	Form	Exhibit No. / Annex	File No.	Filing Date
4.1	Restated Certificate of Incorporation of Saflink Corporation		10-K	3.1	000-20270	March 30, 2004
4.2	Certificate of Amendment to Restated Certificate of Incorporation of Saflink Corporation		8-K	3.2	000-20270	Aug. 13, 2004
4.3	Certificate of Amendment to Certificate of Incorporation of Saflink Corporation		8-K	3.1	000-20270	Aug. 29, 2005
4.4	Certificate of Amendment to Certificate of Incorporation		8-K	3.1	000-20270	Feb. 13, 2008
4.5	Certificate of Ownership and Merger		8-K	3.2	000-20270	Feb. 13, 2008
4.6	Second Amended and Restated Bylaws of Saflink Corporation		10-Q	3.1	000-20270	Aug. 14, 2003
4.7	Amendment to Bylaws of Saflink Corporation		10-Q	3.2	000-20270	Nov. 15, 2004
5.1	Opinion of DLA Piper US LLP	X
10.1	IdentiPHI, Inc. 2007 Equity Incentive Plan and related agreements		8-K	10.6	000-20270	Feb. 13, 2008
10.2	Amendment No. 1 to the IdentiPHI, Inc. 2007 Equity Incentive Plan	X
10.3	Amendment No. 2 to the IdentiPHI, Inc. 2007 Equity Incentive Plan	X
23.1	Consent of PMB Helin Donovan, LLP	X
23.2	Consent of DLA Piper US LLP (included in Exhibit 5.1)	X
24.1	Power of Attorney (included on signature page)	X

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURE

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on October 2, 2008.

IDENTIPHI, INC.
By:	/s/ Jeffrey T. Dick
	Jeffrey T. Dick
	Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christer Bergman and Jeffrey T. Dick. or either of them, his true and lawful attorneys and agent, with full power of substitution, and with power to act alone, to sign on behalf of the undersigned any amendment or amendments to this registration statement on Form S-8 (including post-effective amendments) and any and all new registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to perform any acts necessary to file such amendments or registration statements, with exhibits thereto and other documents in connection therewith, and each of the undersigned does hereby ratify and confirm his signature as it may be signed by his said attorneys and agents to any and all such documents and all that said attorneys and agents, or their substitutes, shall do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act, this registration statement was signed by the following persons in the capacities and on the dates stated:

Signature		Title	Date
By:	/s/ Christer Bergman Christer Bergman	Chief Executive Officer, Director (principal executive officer)	October 2, 2008
By:	/s/ Jeffrey T. Dick Jeffrey T. Dick	Chief Financial Officer (principal financial officer)	October 2, 2008
By:	/s/ Asa Hutchinson Asa Hutchinson	Director	October 2, 2008
By:	/s/ Jacques Bouhet Jacques Bouhet	Director	October 2, 2008

EX-5.1

EXHIBIT 5.1

October 2, 2008

IdentiPHI, Inc.

13809 Research Blvd., Suite 275

Austin, Texas 75750

Ladies and Gentlemen:

As legal counsel for IdentiPHI, Inc., a Delaware corporation (the “Company”), we are rendering this opinion in connection with the registration under the Securities Act of 1933, as amended, of up to 5,000,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value (“Common Stock”), that may be issued pursuant to the exercise of awards granted under the IdentiPHI, Inc. 2007 Equity Incentive Plan (the “Plan”).

We have examined all instruments, documents and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. With respect to our opinion that the Shares are duly authorized and will be validly issued, we have relied solely upon our review of the authorized shares provisions of the Certificate of Incorporation of the Company, as amended to the date hereof and as certified to be complete and true by the Secretary of the Company. We are admitted to practice only in the State of Washington and we express no opinion concerning any law other than the law of the State of Washington, the corporation laws of the State of Delaware and the federal law of the United States. As to matters of Delaware corporation law, we have based our opinion solely upon our examination of such laws and the rules and regulations of authorities administering such laws, all as reported in standard, unofficial compilations. We have not obtained opinions of counsel licensed to practice in jurisdictions other than the State of Washington.

Based on such examination, we are of the opinion that the Shares are duly authorized shares of Common Stock and, when issued against receipt of the consideration therefor in accordance with the provisions of the Plan, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the registration statement referred to above and the use of our name wherever it appears in said registration statement.

Respectfully submitted,

/s/ DLA PIPER LLP (US)

DLA PIPER LLP (US)

EX-10.2

Exhibit 10.2

AMENDMENT NO. 1

TO THE

IDENTIPHI, INC.

2007 EQUITY INCENTIVE PLAN

Pursuant to Section 13 of the IdentiPHI, Inc. 2007 Equity Incentive Plan (the “Plan”), the Committee has been delegated the right to amend the Plan.

NOW THEREFORE, effective May 12, 2008, the Plan shall be amended as follows:

1. Section 2.1(b) shall be deleted in its entirety and the following inserted in its place:

“(b) “Award” means any Option, Restricted Stock Purchase Right, Restricted Stock Bonus and Restricted Stock Unit, granted under the Plan.”

2. Section 2.1(c) shall be deleted in its entirety and the following inserted in its place:

“(c) “Award Agreement” means a written agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant. An Award Agreement may be an “Option Agreement,” a “Restricted Stock Purchase Agreement,” a “Restricted Stock Bonus Agreement” or a “Restricted Stock Unit Agreement.”

3. A new Section 2.1(aa) shall be added to Section 2.1 of the Plan and the existing Sections 2.1(aa) through 2.1(ii) shall be renumbered 2.1(bb) through 2.1(jj) and the new Section 2.1(aa) shall provide as follows:

“(aa) “Restricted Stock Unit” means a right granted to a Participant pursuant to Section 7A to receive a share of Stock on a date determined in accordance with the provisions of such Section and the Participant’s Annual Agreement.”

4. Existing Section 2.1(ii) (renumbered 2.1(jj)) pursuant to the above amendment shall be deleted in its entirety and the following inserted in its place:

“(jj) “Vesting Conditions” mean those conditions established in accordance with Section 7A.3 or Section 7.4 prior to the satisfaction of which shares subject to a Restricted Stock Award remain subject to forfeiture or a repurchase option in favor of the Company.”

5. A new Section 7A shall be added to the Plan to provide as follows:

“7A. RESTRICTED STOCK UNIT AWARDS.

Restricted Stock Unit Awards shall be evidenced by Award Agreements specifying the number of Restricted Stock Units subject to the Award, in such form as the Committee shall from time to time establish. Award Agreements evidencing Restricted Stock Units may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

7A1. Grant of Restricted Stock Unit Awards. Restricted Stock Unit Awards may be granted upon such conditions as the Committee shall determine, including, without limitation, upon the attainment of one or more performance goals established by the Committee.

7A2. Purchase Price. No monetary payment (other than applicable tax withholding, if any) shall be required as a condition of receiving a Restricted Stock Unit Award, the consideration for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Restricted Stock Unit Award.

7A3. Vesting. Restricted Stock Unit Awards may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, or performance goals as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. The Committee, in its discretion, may provide in any Award Agreement evidencing a Restricted Stock Unit Award that, if the satisfaction of Vesting Conditions with respect to any shares subject to the Award would otherwise occur on a day on which the sale of such shares would violate the provisions of the Company’s insider trading policy, then the satisfaction of the Vesting Conditions automatically shall be determined on the first to occur of (a) the next trading day on which the sale of such shares would not violate the insider trading policy or (b) the later of (i) last day of the calendar year in which the original vesting date occurred or (ii) the last day of the Company’s taxable year in which the original vesting date occurred. In addition, the Committee may determine that the settlement of any Restricted Stock Unit shall be deferred until the date determined pursuant to the preceding sentence.

7A4. Voting Rights, Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the

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Company). However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to dividend equivalent rights with respect to the payment of cash dividends on Stock during the period beginning on the date such Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or the date on which it is terminated. Such dividend equivalent rights, if any, shall be paid by crediting the Participant with additional whole Restricted Stock Units as of the date of payment of such cash dividends on Stock. The number of additional Restricted Stock Units (rounded to the nearest whole number) to be so credited shall be determined by dividing (a) the amount of cash dividends paid on such date with respect to the number of shares of Stock represented by the Restricted Stock Units previously credited to the Participant by (b) the Fair Market Value per share of Stock on such date. Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the Restricted Stock Units originally subject to the Restricted Stock Unit Award. In the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.2 appropriate adjustments shall be made in the Participant’s Restricted Stock Unit Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable upon settlement of the Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Vesting Conditions as are applicable to the Award.

7A5. Effect of Termination of Service. Unless otherwise provided by the Committee and set forth in the Award Agreement evidencing a Restricted Stock Unit Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then the Participant shall forfeit to the Company any Restricted Stock Units pursuant to the Award which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service.

7A6. Settlement of Restricted Stock Unit Awards. The Company shall issue to a Participant on the date on which Restricted Stock Units subject to the Participant’s Restricted Stock Unit Award vest or on such other date determined by the Committee, in its discretion, and set forth in the Award Agreement one (1) share of Stock (and/or any other new, substituted or additional securities or other property pursuant to an adjustment described in Section 7A.4) for each Restricted Stock Unit then becoming vested or otherwise to be settled on such date, subject to the withholding of applicable taxes, if any. Notwithstanding the foregoing, the Committee, in its discretion, may provide for settlement of any Restricted Stock Unit Award by payment to the Participant in cash of an amount equal to the Fair Market Value on the payment date of the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section.

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7A7. Nontransferability of Restricted Stock Unit Awards. The right to receive shares pursuant to a Restricted Stock Unit Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a Restricted Stock Unit Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative.”

6. Section 9.3 shall be deleted in its entirety and the following inserted in its place:

“Effect of Change in Control on Restricted Stock Awards and Restricted Stock Unit Awards. The Committee may, in its discretion, provide in any Restricted Stock Award Agreement or Restricted Stock Unit Agreement that, in the event of a Change in Control, the lapsing of the Vesting Conditions applicable to the shares subject to the Award held by a Participant whose Service has not terminated prior to such date shall be accelerated effective as of the date of the Change in Control to such extent as specified in such Award Agreement. Any acceleration of the lapsing of Vesting Conditions that was permissible solely by reason of this Section 9.3 and the provisions of such Award Agreement shall be conditioned upon the consummation of the Change in Control.

7. Except as amended hereby, the Plan, as it has been previously amended, is hereby ratified and approved.

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EX-10.3

Exhibit 10.3

AMENDMENT NO. 2

TO THE

IDENTIPHI, INC.

2007 EQUITY INCENTIVE PLAN

Pursuant to Section 13 of the IdentiPHI, Inc. 2007 Equity Incentive Plan (the “Plan”), the Committee has been delegated the right to amend the Plan.

NOW THEREFORE, effective July 29, 2008, the Plan shall be amended as follows:

1. Section 4.1 shall be deleted in its entirety and the following inserted in its place:

“4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be 15,977,380, and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. However, except as adjusted pursuant to Section 4.2, in no event shall the number of shares of Stock cumulatively available for issuance pursuant to the exercise of Incentive Stock Options (the “ISO Share Limit”) exceed 15,977,380. If an outstanding Award for any reason expires or is terminated or canceled or if shares of Stock are acquired upon the exercise of an Award subject to a Company repurchase option and are repurchased by the Company, the shares of Stock allocable to the unexercised portion of such Award or such repurchased shares of Stock shall again be available for issuance under the Plan. Notwithstanding the foregoing, at any such time as the offer and sale of securities pursuant to the Plan is subject to compliance with Section 260.140.45 of Title 10 of the California Code of Regulations (“Section 260.140.45”), the total number of shares of Stock issuable upon the exercise of all outstanding Options (together with options outstanding under any other stock option plan of the Company) and the total number of shares provided for under any stock bonus or similar plan of the Company shall not exceed thirty percent (30%) (or such other higher percentage limitation as may be approved by the stockholders of the Company pursuant to Section 260.140.45) of the then outstanding shares of the Company as calculated in accordance with the conditions and exclusions of Section 260.140.45.”

2. Except as amended hereby, the Plan, as it has been previously amended, is hereby ratified and approved.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

IdentiPHI, Inc.:

We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated March 25, 2008, with respect to the balance sheets of IdentiPHI, Inc. as of December 31, 2007 and 2006, and the related statements of operations, shareholders’ equity (deficit) and cash flows for the years then ended, which report appears in the December 31, 2007 annual report on Form 10-K of IdentiPHI, Inc.

Our report dated March 25, 2008 contains an explanatory paragraph that states that IdentiPHI, Inc. has suffered recurring losses from operations and has a net capital deficiency, which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of that uncertainty.

/s/ PMB Helin Donovan, LLP

Austin, Texas

October 2, 2008