-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ISZySkV8LHMaZNcMZ8VuA6oUXi7p1AhKW9+Nvi/9cirYTkg6x4t5453mjcaS5s2w jnMYqB+C3gnvBse/CqsTWg== 0000897101-01-500387.txt : 20010629 0000897101-01-500387.hdr.sgml : 20010629 ACCESSION NUMBER: 0000897101-01-500387 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISIONICS CORP CENTRAL INDEX KEY: 0000868373 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 411545069 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 333-72031 FILM NUMBER: 1670556 BUSINESS ADDRESS: STREET 1: 5600 ROWLAND RD CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 6129320888 MAIL ADDRESS: STREET 1: 5600 ROWLAND RD STREET 2: 5600 ROWLAND RD CITY: MINNETONKA STATE: MN ZIP: 55343 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL BIOMETRICS INC DATE OF NAME CHANGE: 19930328 11-K 1 visionics012194_11k.txt VISIONICS CORPORATION FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 ------------------------------------------------------- DIGITAL BIOMETRICS, INC. RETIREMENT PLAN (Exact name of the plan) Visionics Corporation (Name of issuer.) 5600 Rowland Road, Minnetonka, Minnesota 55343 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 1 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DIGITAL BIOMETRICS, INC. RETIREMENT PLAN YEARS ENDED DECEMBER 31, 2000 AND 1999 TABLE OF CONTENTS Page ---- Independent Auditors' Report 3 Statements of Net Assets Available for Plan Benefits 4 Statements of Changes in Net Assets Available for Plan Benefits 5 Notes to Financial Statements 6 Supplemental Schedules - ---------------------- Schedule of Assets Held for Investment Purposes 12 2 INDEPENDENT AUDITORS' REPORT The Plan Trustees Digital Biometrics, Inc. Retirement Plan: We have audited the statements of net assets available for plan benefits of Digital Biometrics, Inc. Retirement Plan as of December 31, 2000 and 1999, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of Digital Biometrics, Inc. Retirement Plan as of December 31, 2000 and 1999, and the changes in its net assets available for plan benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP Minneapolis, Minnesota May 25, 2001 3 DIGITAL BIOMETRICS, INC. RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 2000 AND 1999
2000 1999 ------------ ------------ Assets: Investments, at fair value: Visionics Corporation, common stock $ 792,017 $ 802,167 Mutual funds 1,813,022 1,650,675 Money market accounts 37,904 46,639 Participant loans 115,075 96,413 ------------ ------------ 2,758,018 2,595,894 ------------ ------------ Receivables: Employee contributions 0 404 Employer match receivable 218,065 154,774 Other receivable 0 850 ------------ ------------ Total receivables 218,065 156,028 ------------ ------------ Total assets 2,976,083 $ 2,751,922 Liabilities 898 2,407 ------------ ------------ Net assets available for plan benefits $ 2,975,185 $ 2,749,515 ============ ============
See accompanying notes to the financial statements. 4 DIGITAL BIOMETRICS, INC. RETIREMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS ENDED December 31, 2000 AND 1999
2000 1999 ----------- ----------- Additions to net assets: Investment income (loss): Net (depreciation) appreciation in fair value of mutual funds $ (334,080) $ 355,946 Net (depreciation) appreciation in fair value of common stock (41,152) 469,070 Interest and dividends 1,807 2,125 Loan interest income 9,080 6,620 ----------- ----------- (364,345) 833,761 ----------- ----------- Contributions: Employer 218,065 154,774 Participants 510,418 371,967 Rollovers 30,756 165,261 ----------- ----------- 759,239 692,002 ----------- ----------- Total additions 394,894 1,525,763 ----------- ----------- Deductions from net assets: Benefits paid to participants 168,863 296,003 Administrative expenses 361 402 ----------- ----------- Total deductions from net assets: 169,224 296,405 ----------- ----------- Net increase in net assets available for plan benefits 225,670 1,229,358 Net assets available for plan benefits at beginning of year 2,749,515 1,520,157 ----------- ----------- Net assets available for plan benefits at end of year $ 2,975,185 $ 2,749,515 =========== ===========
See accompanying notes to the financial statements. 5 Digital Biometrics, Inc. Retirement Plan Notes to Financial Statements December 31, 2000 and 1999 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PLAN INFORMATION AND BASIS OF PRESENTATION The accompanying financial statements of Digital Biometrics, Inc. Retirement Plan (the Plan) have been prepared on the accrual basis of accounting and are subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is a defined contribution plan incorporating the provisions of Section 401(k) of the Internal Revenue Code and covering substantially all employees of Visionics Corporation, formally known as Digital Biometrics, Inc. (Employer or Company). The Employer may make matching contributions equal to a discretionary percentage, to be determined by the Employer, of the Participant's salary reductions. Contributions by and on behalf of participants are invested in accordance with the participants' investment designations in one or more investment options. Plan participants have nine investment options in which they may choose to have their funds invested. Employees of the Company or its wholly owned subsidiary may elect to participate in the Plan upon becoming eligible, which is on the first day of the month after one entire month from their hire date. Employees may also be permitted to deposit distributions from other qualified plans into the Plan at the discretion of the Plan administrator. Participants should refer to the Plan Document for more complete information. The Plan is administered by the Company, which also acts as trustee for the Plan. Tax Sheltered Compensation, Inc. (the Plan Administrator) provides third-party administration services, including recordkeeping, and Dain Rauscher Investment Services provides brokerage services for the Plan. ADMINISTRATIVE FEES The Employer pays most of the Plan's administrative expenses. These expenses include, but are not limited to, legal, accounting and recordkeeping fees. However, loan fees are paid by participants. INVESTMENTS Investments are reported at fair value, using quoted market prices at December 31, 2000 and 1999. Shares of mutual funds are valued at the net asset value of shares held by the Plan at December 31, 2000 and 1999. Participant loans are reported at amounts owed by the participants. The Company's common stock is traded on The Nasdaq National Market. The Plan's investment in the Company's common stock is stated at quoted market value. At December 31, 2000 and 1999, the quoted market value of the Company's common stock was $2.938 and $3.375 per share, respectively. 6 Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. INCOME TAXES The Internal Revenue Service has issued a determination letter that the Plan is qualified, and the trust established under the Plan is tax-exempt, under Sections 401(a) and 501(a) of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. An updated determination letter has not been requested; however, the Plan Administrator and the Plan's tax counsel believe the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe the Plan was qualified and the related trust was tax-exempt as of December 31, 2000 and 1999. Future qualification of the Plan will depend on continuing operation in compliance with the Internal Revenue Code. USE OF ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the Plan to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. 2. CONTRIBUTIONS Each participant can contribute 1% to 20% of compensation, in whole percentages, on a pretax basis to the Plan up to an annual maximum determined by the Internal Revenue Code, by means of regular payroll deductions. Participants may change their contribution percentages monthly during the Plan year. In addition, they may elect to stop making contributions entirely at any time. During 2000 and 1999, the Company matched participant pretax contributions on a 50% basis up to 5.0% of compensation, as defined by the Plan Agreement. Matching contributions made by the Company are paid in common stock of Visionics Corporation and are immediately available for transfer to the other fund options of the Plan subject to the Company's insider trading policy limitations. Participants are immediately vested in their pretax contributions and Employer matching contributions plus actual earnings thereon. 3. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's and the employer's contributions and an allocation of the Plan's earnings. Allocations are based on the balance of each investment type in the participant's account. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Participants can choose to invest their contributions in common stock Visionics Corporation, Great Hall Money Market Fund and various mutual funds including Oppenheimer Main Street Growth & Income Fund, Oppenheimer Global Fund, Oppenheimer Quest Opportunity Value Fund, Fidelity Advisor Growth Opportunities Fund, Seligman Communications & Information Fund, MFS Emerging Growth Fund and Alliance Bond Fund. Participants can allocate their investment among the common stock of Visionics Corporation, subject to the Company's insider trading policy, or any of the funds at their discretion. Investment options are selected by the trustees of the Plan. 7 DESCRIPTIONS OF INVESTMENT OPTIONS Visionics Corporation common stock is the common stock of the Company, which is in the business of providing worldwide identification technologies and systems. Visionics Corporation common stock is traded on the Nasdaq stock exchange under the symbol VSNX. The Oppenheimer Main Street Growth & Income Fund is an Oppenheimer mutual fund that seeks high total return from equity and debt securities. The Oppenheimer Global Fund is an Oppenheimer mutual fund that invests mainly in foreign and domestic equities of companies considered to have growth potential. Income is not a consideration in selecting portfolio securities, and the fund's intention is to invest largely in foreign issues. The Oppenheimer Quest Value Fund is an Oppenheimer mutual fund that seeks capital appreciation through investments in mainly equity securities of companies believed to be undervalued in the marketplace. The Fidelity Advisor Growth Opportunities Fund is a Fidelity Advisor mutual fund that invests primarily in common stocks of domestic and foreign issuers and tends to buy "growth" stocks or "value" stocks, or a combination of both. The Seligman Communications & Information Fund is a Seligman Group mutual fund that seeks capital growth through investment in common stocks of large, as well as small to mid-sized companies in the communications, information, or related industries. The MFS Emerging Growth Fund is an MFS Investment Management mutual fund that invests in common stock and related securities such as preferred stock, convertible securities and depositary receipts of companies that are early in their life cycle but have the potential to become major enterprises, or are major enterprises whose earnings growth are expected to accelerate. The Alliance Bond Corporate Bond is an Alliance Capital series fund that seeks income through holdings in investment-grade senior securities where the majority of assets are invested in fixed-income securities. 8 The Great Hall Money Market Fund is a Great Hall Investment mutual fund that invests in short-term securities consistent with the preservation of capital and the maintenance of liquidity. Investments are divided into 3 main funds: Prime Fund, Government Fund, and Tax-Free Fund, which include: commercial paper, corporate debt obligations, bank securities, certificates of deposit, U.S. Treasury bills, bonds, notes, and other high quality debt obligations that are tax-exempt from interest. 4. PAYMENT OF BENEFITS Upon termination of service, a participant may generally elect to receive the value of his or her account in a lump-sum amount or they may leave their funds in the Plan. Benefits become payable to participants upon their termination of employment with the Employer or in the event of elective withdrawal as permitted by the Plan. 5. PLAN TERMINATION Although it has not expressed any intention to do so, the Employer has the right under the Plan to terminate the Plan subject to the provisions set forth in ERISA. Should the Plan terminate, or should contributions be discontinued, at some future time, the rights of each affected participant to the entire amount credited to his or her account on the date of such termination or discontinuance shall be non-forfeitable and fully vested. Payment of such amounts to each participant or beneficiary, upon the termination of the Plan or upon the complete discontinuance of contributions under the Plan, shall be made by the Plan administrator at such time and in such manner as the Plan administrator shall state, provided, however, that all participants and beneficiaries. 9 6. INVESTMENTS The fair values of the investments of the Plan at December 31, 2000 and 1999 were as follows: 2000 1999 ----------- ----------- Visionics Corporation common stock $ 792,017* 802,167* Oppenheimer Main Street Growth & Income Fund 377,167* 346,861* Oppenheimer Global Fund 381,956* 258,089* Oppenheimer Quest Opportunity Value Fund 57,252 41,735 Fidelity Advisor Growth Opportunities Fund 302,536* 307,293* Seligman Communications & Information Fund 264,534* 296,774* MFS Emerging Growth Fund 255,611* 259,201* Alliance Bond Fund 173,966* 140,721* Great Hall Money Market Fund 37,904 46,640 Loan Account 115,075 96,413 ----------- ----------- $ 2,758,018 2,595,894 =========== =========== * Represents 5% or more of the fair value of net assets available for benefits. 7. NET (DEPRECIATION) APPRECIATION IN FAIR VALUE OF INVESTMENTS During the years ended December 31, 2000 and 1999, the Plan's investments (including investments bought, sold, as well as held during the period) (depreciated) appreciated in value by $(592,603) and $697,492, respectively, as follows: 2000 1999 ----------- ----------- Visionics Corporation common stock $ (41,152) $ 469,070 Mutual funds (551,451) 228,422 ----------- ----------- $ (592,603) $ 697,492 =========== =========== 8. LOANS TO PARTICIPANTS The Plan has a loan feature available to all Plan participants. All loans will be treated as directed investments. Loans are made from the participant's account, reducing the investment balance and creating a receivable in the Loan Account. Loans are secured by the participant's vested account balance. Loans to terminated participants and loans in default are treated as distributions to the participant. Loans are generally repaid through payroll deduction including principal and interest. The principal portion reduces the receivable from participants and both principal and interest are transferred to the participant's investment account as repayments are received. 10 Participants may obtain loans based on the vested value of their accounts. New loans cannot exceed 50% of the participant's account value or a maximum of $50,000 in accordance with the Department of Labor's regulations on loans to participants. Loans bear a rate of interest equal to the prime rate and are repaid over a period not to exceed five years unless used to purchase the participant's primary residence, in which case the loan must be repaid over a reasonable period. 9. PARTY-IN-INTEREST TRANSACTIONS Transactions resulting in the Plan's assets being transferred to or used by a related party are prohibited under ERISA unless a specific exemption applies. Dain Rauscher Investment Services is a party-in-interest as a result of the brokerage service it provides. Tax Sheltered Compensation, Inc. is a party-in-interest as a result of their receiving plan assets and making benefit payments as administrative agent. However, such transactions are exempt under Section 408(b)(8) and are not prohibited by ERISA. 11 Schedule 1 Digital Biometrics, Inc. Retirement Plan Schedule of Assets Held for Investment Purposes December 31, 2000 Fair Description Market Value - -------------------------------------------------------------- -------------- Visionics Corporation Common Stock(1) $ 792,017 Oppenheimer Main Street Growth & Income Fund 377,167 Oppenheimer Global Fund 381,956 Oppenheimer Quest Opportunity Value Fund 57,252 Fidelity Advisor Growth Opportunities Fund 302,536 Seligman Communications & Information Fund 264,534 MFS Emerging Growth Fund 255,611 Alliance Bond Fund 173,966 Great Hall Money Market Fund 37,904 Participant Loans(1) Interest rates of 10% to 10.50% 115,075 ------------- $ 2,758,018 ============= (1) Party-in-interest to the Plan. See accompanying Independent Auditors' Report. 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Digital Biometrics, Inc. Retirement Plan Date: June 28, 2001 Minneapolis, Minnesota By: /s/ Robert F. Gallagher --------------------------- Robert F. Gallagher Chief Financial Officer Visionics Corporation 13 EX-23 2 visionics012194_ex-23.txt EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT Exhibit 23 Independent Auditors' Consent The Board of Directors Visionics Corporation: We consent to incorporation by reference in the registration statement (No. 33-63984) on Form S-8 of Visionics Corporation of our report dated May 25, 2001 relating to the statements of net assets available for plan benefits of Digital Biometrics, Inc. Retirement Plan as of December 31, 2000 and 1999, the related statements of changes in net assets available for plan benefits for the years then ended, and related supplemental schedule of assets held for investment purposes, which report appears in the December 31, 2000 Form 11-K of Visionics Corporation. /s/ KPMG LLP Minneapolis, Minnesota June 26, 2001 14 -----END PRIVACY-ENHANCED MESSAGE-----