-----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, KYx/2MQCc/V4RXDxI894MvXZKo99XFJ7h0yILX6fNEWpANFMlHoQ47U1VDlVazkT bmyTsRM06yfUKv8KFNcWng== 0000897101-98-000712.txt : 19980720 0000897101-98-000712.hdr.sgml : 19980720 ACCESSION NUMBER: 0000897101-98-000712 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980714 EFFECTIVENESS DATE: 19980714 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL BIOMETRICS INC 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: S-8 SEC ACT: SEC FILE NUMBER: 333-59067 FILM NUMBER: 98665946 BUSINESS ADDRESS: STREET 1: 5600 ROWLAND RD CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 6129320888 MAIL ADDRESS: STREET 2: 5600 ROWLAND RD CITY: MINNETONKA STATE: MN ZIP: 55343 S-8 1 As filed with the Securities and Exchange Commission on July 14, 1998 Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- DIGITAL BIOMETRICS, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 3571 41-1545069 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification No.) 5600 ROWLAND ROAD MINNETONKA, MINNESOTA 55343 (Address, including Zip Code, of Principal Executive Offices) -------------- 1998 STOCK OPTION PLAN WARRANTS GRANTED TO ANDCOR COMPANIES, INC. WARRANT GRANTED TO C. MCKENZIE LEWIS III (Full Title of the Plan) -------------- JOHN J. METIL Chief Operating Officer and COPIES TO: Chief Financial Officer AVRON L. GORDON, ESQ. 5600 Rowland Road THOMAS F. STEICHEN, ESQ. Minnetonka, Minnesota 55343 Briggs and Morgan (612) 932 -0888 Professional Association (Name, Address, including Zip Code, 2400 IDS Center and Telephone Number, including Area Minneapolis, Minnesota 55402 Code, of Agent for Service) (612) 334-8400 CALCULATION OF REGISTRATION FEE
=========================================================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE REGISTRATION TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE - --------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value...................... 628,000 shares (3) $2.28 $1,431,840 $422.39 ===========================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 1998 Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock. (2) Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low sales prices for such stock as reported by the Nasdaq National Market on July 9, 1998. (3) Consists of 600,000 shares under the 1998 Stock Option Plan, 20,000 shares under two warrants granted to Andcor Companies, Inc. and 8,000 shares under a warrant granted to C. McKenzie Lewis III. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Digital Biometrics, Inc. (the "Company") hereby incorporates by reference into this Registration Statement the following documents, or portions of documents, previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Company's Annual Report on Form 10-K for the year ended September 30, 1997, filed on December 23, 1997 (File No. 0-18856), as amended by Form 10-K/A on March 23, 1998. (b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1997, filed on February 13, 1998 (File No. 0-18856). (c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998, filed on May 14, 1998 (File No. 0-18856). (d) The Company's Definitive Schedule 14A (Proxy Statement), filed on February 24, 1998, (File No. 0-18856), relating to the Company's Annual Meeting of Stockholders held on April 8, 1998. (d) The description of the Company's common stock contained in its Registration Statement on Form S-1 (File No. 333-41080), effective April 14, 1991. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then 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. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's Certificate of Incorporation provides that directors of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duties as a director. The Company's Bylaws provide that the Company shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative (a "Legal Action"), whether such Legal Action be by or in the right of the corporation or otherwise, by reason of the fact that such person is or was a director, officer, employee or agent of another corporation, partnership, joint venture, trust or any other enterprise. In addition, the Company's Bylaws provide for indemnification of any person made or threatened to be made a party to any Legal Action by reason of the fact that such person is or was a director, officer, employee or agent of the Company and is or was serving as a fiduciary of, or otherwise rendering services to, any employee benefit plan of or relating to the Company. Section 145 of the Delaware General Corporation Law ("Delaware Law" or "GCL") generally provides that a corporation is in certain circumstances permitted, and in other circumstances may be required, to indemnify its directors, officers and controlling persons against certain expenses (including attorneys' fees) and other amounts paid in connection with certain threatened, pending or completed civil, criminal, administrative or investigative actions, suits or proceedings (including certain civil actions and suits that may be instituted by or in the right of the Company) in which such persons were or are parties, or are threatened to be made parties, by reason of the fact that such persons were or are directors of the Company. Section 145 also permits the Company to purchase and maintain insurance on behalf of its directors and officers against, or incurred by, such persons in their capacities as directors or officers of the Company or which may arise out of their status as directors or officers of the Company, whether or not the Company would have the power to indemnify such persons against such liability under the provisions of such Section. To date, the Company has purchased such insurance. The Company has entered into an indemnification agreement with each of its directors pursuant to which the Company has agreed to indemnify and hold harmless such individuals to the full extent permitted by law against all costs, charges, and expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibit Number Description - ------ ----------- 5.1 Opinion of Briggs and Morgan, Professional Association. 10.1 Warrant dated January 27, 1997, between the Company and Andcor Companies, Inc., for the purchase of 10,000 shares of the Company's Common Stock (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended September 30, 1997, filed on December 23, 1997 (File No. 0-18856), as amended by Form 10-K/A on March 23, 1998). 10.2 Warrant dated January 27, 1997, between the Company and Andcor Companies, Inc., for the purchase of 10,000 shares of the Company's Common Stock (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended September 30, 1997, filed on December 23, 1997 (File No. 0-18856), as amended by Form 10-K/A on March 23, 1998). 10.3 Warrant dated March 18, 1997, between the Company and C. McKenzie Lewis III for the purchase of 8,000 shares of the Company's Common Stock (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended September 30, 1997, filed on December 23, 1997 (File No. 0-18856), as amended by Form 10-K/A on March 23, 1998). 23.1 Consent of Briggs and Morgan, Professional Association (included in Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP. 24.1 Powers of Attorney (included on Signature Page). ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes as follows: (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 of 1933; (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 (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by the foregoing paragraphs is contained in periodic reports filed 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 of 1933, 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. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 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. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Minnetonka, State of Minnesota, on the 14th day of July, 1998. DIGITAL BIOMETRICS, INC. By /s/ James C. Granger ------------------------------------------ James C. Granger Chief Executive Officer and President POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James C. Granger and John J. Metil, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. NAME TITLE DATE ---- ----- ---- /s/ James C. Granger Chief Executive Officer, President and July 14, 1998 - ----------------------- Director (Principal Executive Officer) James C. Granger /s/ John J. Metil Chief Operating Officer and Chief July 14, 1998 - ----------------------- Financial Officer John J. Metil /s/ Stephen M. Slavin Director July 14, 1998 - ----------------------- Stephen M. Slavin NAME TITLE DATE ---- ----- ---- /s/ George Latimer Director July 14, 1998 - ----------------------- George Latimer /s/ C. McKenzie Lewis Director July 14, 1998 - ----------------------- C. McKenzie Lewis /s/ John E. Haugo Director July 14, 1998 - ----------------------- John E. Haugo EXHIBIT INDEX Exhibit Number Description - ------ ----------- 5.1 Opinion of Briggs and Morgan, Professional Association. 10.1 Warrant dated January 27, 1997, between the Company and Andcor Companies, Inc., for the purchase of 10,000 shares of the Company's Common Stock (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended September 30, 1997, filed on December 23, 1997 (File No. 0-18856), as amended by Form 10-K/A on March 23, 1998). 10.2 Warrant dated January 27, 1997, between the Company and Andcor Companies, Inc., for the purchase of 10,000 shares of the Company's Common Stock (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended September 30, 1997, filed on December 23, 1997 (File No. 0-18856), as amended by Form 10-K/A on March 23, 1998). 10.3 Warrant dated March 18, 1997, between the Company and C. McKenzie Lewis III for the purchase of 8,000 shares of the Company's Common Stock (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended September 30, 1997, filed on December 23, 1997 (File No. 0-18856), as amended by Form 10-K/A on March 23, 1998). 23.1 Consent of Briggs and Morgan, Professional Association (included in Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP. 24.1 Powers of Attorney (included on Signature Page). EX-5.1 2 OPINION RE: LEGALITY EXHIBIT 5.1 BRIGGS AND MORGAN PROFESSIONAL ASSOCIATION 2400 IDS CENTER MINNEAPOLIS, MN 55402 (612) 334-8400 July 14, 1998 Digital Biometrics, Inc. 5600 Rowland Road Minnetonka, Minnesota 55343 RE: DIGITAL BIOMETRICS, INC. REGISTRATION STATEMENT ON FORM S-8 1998 STOCK OPTION PLAN COMMON STOCK PURCHASE WARRANTS Gentlemen: In connection with the registration on Form S-8 under the Securities Act of 1933, as amended, of 628,000 shares of Common Stock to be issued upon the exercise of options to be granted under the 1998 Stock Option Plan, or the exercise of warrants granted pursuant to certain Common Stock Purchase Warrants, we have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion and, based thereon, we advise you that, in our opinion, when such shares have been issued and sold pursuant to the applicable provisions of the 1998 Stock Option Plan or in accordance with such terms and conditions of the respective written warrant agreements, and in accordance with the Registration Statement, such shares will be validly issued, fully paid and nonassessable shares of the Company's Common Stock. We hereby consent to the filing of this opinion as an exhibit to the above described Registration Statement. Very truly yours, BRIGGS AND MORGAN, Professional Association By: /s/ Avron L. Gordon ---------------------------------- Avron L. Gordon EX-23.2 3 INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT EXHIBIT 23.2 INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT The Board of Directors Digital Biometrics, Inc.: We consent to the use of our reports incorporated herein by reference. /s/KPMG Peat Marwick LLP KPMG Peat Marwick LLP Minneapolis, Minnesota July 7, 1998 -----END PRIVACY-ENHANCED MESSAGE-----