UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended July 1, 2001.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period from __________ to __________.
Commission File Number 000-21559
VIISAGE TECHNOLOGY, INC.
____________________________________________
(Exact name of registrant as specified in its charter)
Delaware 04-3320515
----------------------------- --------------
(I.R.S. Employer
(State or other jurisdiction of Identification No.)
incorporation or organization)
30 Porter Road, Littleton, MA 01460
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (978)-952-2200
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding at August 9, 2001
----------------------------- ---------------------------------
Common stock, $.001 par value 16,539,254
1
VIISAGE TECHNOLOGY, INC.
FORM 10 - Q FOR THE QUARTER ENDED JULY 1, 2001
INDEX
Page
----
Facing Sheet............................................................1
Index...................................................................2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Balance Sheets as of July 1, 2001 and December 31, 2000........3
Statements of Income for the three months and six months
ended July 1, 2001 and July 2, 2000............................4
Statements of Cash Flows for the six months
ended July 1, 2001 and July 2, 2000............................5
Notes to Financial Statements..................................6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations........................9
Item 3 - Quantitative and Qualitative Disclosure about Market
Risk......................................................11
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings.........................................12
Item 2 - Changes in Securities.....................................12
Item 3 - Defaults by the Company on its Senior Securities..........12
Item 4 - Submission of Matters to a Vote of Security Holders.......13
Item 5 - Other Information.........................................13
Item 6 - Exhibits and Reports on Form 8-K..........................13
SIGNATURES.............................................................14
2
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
VIISAGE TECHNOLOGY, INC.
Balance Sheets
(IN THOUSANDS)
JULY 1, DECEMBER 31,
2001 2000
------------------ --------------------
(UNAUDITED)
ASSETS
Current Assets:
Cash and cash equivalents $ - $ -
Accounts receivable 4,255 3,305
Costs and estimated earnings in excess of billings 28,939 26,338
Other current assets 637 601
----------------- -------------------
Total current assets 33,831 30,244
Property and equipment, net 11,790 14,605
Other assets 341 424
----------------- -------------------
$ 45,962 $ 45,273
================= ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 10,570 $ 10,331
Convertible subordinated debt - 1,000
Obligations under capital leases 3,147 3,688
----------------- -------------------
Total current liabilities 13,717 15,019
Long-term debt 2,274 2,515
Obligations under capital leases 5,355 4,749
Obligations under related party capital leases 2,005 2,262
----------------- -------------------
23,351 24,545
Shareholders' equity 22,611 20,728
----------------- -------------------
$ 45,962 $ 45,273
================= ===================
The accompanying notes are an integral part of these financial statements.
3
VIISAGE TECHNOLOGY, INC.
Statements of Income
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------------- -------------------------------------
JULY 1, JULY 2, JULY 1, JULY 2,
2001 2000 2001 2000
---------------- ---------------- ---------------- ----------------
Revenues $ 6,871 $ 6,150 $13,239 $11,486
Project costs 5,248 4,475 9,969 8,330
---------------- ---------------- ---------------- ----------------
Project margin 1,623 1,675 3,270 3,156
---------------- ---------------- ---------------- ----------------
Operating Expenses:
Sales and marketing 67 160 220 354
Research and development 416 243 865 261
General and administrative 635 644 1,156 1,248
---------------- ---------------- ---------------- ----------------
Total operating expenses 1,118 1,047 2,241 1,863
---------------- ---------------- ---------------- ----------------
Operating income 505 628 1,029 1,293
Interest expense 285 434 592 912
---------------- ---------------- ---------------- ----------------
Income before income taxes 220 194 437 381
Provision for income taxes - - - -
---------------- ---------------- ---------------- ----------------
Net income 220 194 437 381
Preferred stock dividends - 85 5 177
---------------- ---------------- ---------------- ----------------
Net income applicable to common
shareholders $ 220 $ 109 $ 432 $ 204
================ ================ ================ ================
Basic net income per share $0.01 $0.01 $0.03 $0.02
================ ================ ================ ================
Basic Shares 16,446 10,116 15,970 9,913
================ ================ ================ ================
Diluted net income per share $0.01 $0.01 $0.03 $0.02
================ ================ ================ ================
Diluted Shares 16,863 14,110 16,337 13,908
================ ================ ================ ================
The accompanying notes are an integral part of these financial statements.
4
VIISAGE TECHNOLOGY, INC.
Statements of Cash Flows
(IN THOUSANDS)
(UNAUDITED)
SIX MONTHS ENDED
---------------------------------------------------------
JULY 1, JULY 2,
2001 2000
--------------------- ---------------------
Cash Flows from Operating Activities:
Net income $ 437 $ 381
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization 2,851 2,441
Directors fees paid in common stock 135 -
Change in operating assets and liabilities:
Accounts receivable (950) 1,164
Costs and estimated earnings in excess of billings (2,601) (4,180)
Other current assets 99 180
Accounts payable and accrued expenses 372 1,867
----------------------- ---------------------
Net cash provided by (used for) operating 343 1,853
activities
----------------------- ---------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (36) (51)
Decrease in other assets 83 139
----------------------- ---------------------
Net cash provided by (used for) investing activities 47 88
----------------------- ---------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale/leaseback of equipment 1,890 -
Principal payments on long-term borrowings (241) (3,625)
Principal payments on obligations under capital leases (1,824) (1,812)
Principal payments on obligations under related party
capital leases (257) (174)
Net proceeds from issuance of common stock 42 4,019
----------------------- ---------------------
Net cash provided by (used for) financing activities (390) (1,592)
----------------------- ---------------------
Net increase (decrease) in cash and cash equivalents - 349
Cash and cash equivalents, beginning of period - 441
----------------------- ---------------------
Cash and cash equivalents, end of period $ - $ 790
======================= =====================
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for interest $ 569 $ 867
======================= =====================
Cash paid during the period for income taxes $ - $ -
======================= =====================
NON CASH ACTIVITIES:
Directors fees paid in common stock $ 270 $ -
======================= =====================
Conversion of preferred stock accrued dividends to
common stock $ 65 $ 895
======================= =====================
Conversion of convertible debt and accrued interest to
common stock $ 1,068 $ -
======================= =====================
The accompanying notes are an integral part of these financial statements.
5
VIISAGE TECHNOLOGY, INC.
Notes To Financial Statements
1. DESCRIPTION OF BUSINESS
Viisage Technology, Inc. (Viisage or the Company) is a leader in the emerging
field of biometrics technology and in providing digital identification systems
and solutions. The Company focuses on identification solutions that improve
personal convenience and security, deter fraud, and reduce identification
program costs. Viisage combines its systems integration and software design
capabilities with its proprietary software and hardware products and other
industry standard products to create complete customized solutions. These
turnkey solutions integrate image and data capture, create relational databases,
incorporate multiple biometrics and improve customers' ability to move and
manage information. Applications can include driver's licenses, voter
registration, national identification cards, law enforcement, social services,
access control and PC network and Internet access security. Viisage's primary
customers have been government agencies with particular penetration in
Departments of Motor Vehicles. The Company has captured approximately 30% of the
domestic driver's license market. Viisage products annually produce more than 20
million identification documents at more than 1,500 locations in 14 states. The
Company has also provided services under subcontracts for projects in Jamaica,
the Philippines and for the U.S. Immigration and Naturalization Service.
Originally developed at MIT, face-recognition technology is widely recognized as
the most convenient, non-intrusive and cost-effective biometric available.
Viisage's patented face-recognition technology is focused on five major product
application areas.
FACEEXPLORER(TM), Viisage's technology for image retrieval and analysis, is
recognized for its leadership technology performance in real-time and large-
database applications. FACEEXPLORER is deployed in the world's largest face-
recognition application with a database of more than 8 million enrolled images
and growing by 15,000 new images per day. The product family of face-recognition
applications also includes: FACENET(TM) for Internet and e-commerce security;
FACEPIN(TM) for point-of-sale transactions verification; FACEPASS(TM) used for
physical access control and keyless entry and FACEFINDER(TM) for surveillance
and identification.
The Company is engaged in one business, the development and implementation of
digital identification systems and solutions. The Company has an integrated
business model: identification solutions through system integration systems and
biometric software. Previously the Company reported two business segments,
however the Company's current mission is to design, develop and deliver
integrated identification solutions. Substantially all of the Company's revenues
have been derived within the United States.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial data as of July 1, 2001 and December 31, 2000, and
for the three and six month periods ended July 1, 2001 and July 2, 2000, have
been prepared by the Company, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. The December 31, 2000 balance sheet was
derived from audited financial statements, but does not include all disclosures
required by generally accepted accounting principles. These financial statements
should be read in conjunction with the financial statements and the notes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2000.
In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
6
results of operations, and cash flows as of July 1, 2001 and for the three and
six month periods ended July 1, 2001 and July 2, 2000, have been made. The
results of operations for the period ended July 1, 2001 are not necessarily
indicative of the operating results for the full year.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions.
These assumptions affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Computation of Net Income per Share
The basic net income per share calculation is computed based on the weighted
average number of shares of common stock during the period. The impact of
certain options outstanding for approximately 2,058,000 shares of common stock,
the conversion of convertible subordinated debt, the conversion of convertible
preferred stock, and stock warrants are reflected in the July 1, 2001 dilutive
net income per share calculation. The impact of certain options outstanding for
approximately 2,510,000 shares of common stock, the conversion of convertible
subordinated debt, the conversion of convertible preferred stock, and stock
warrants are reflected in the July 2, 2000 dilutive net income per share
calculation.
3. INCOME TAXES
Due to the uncertainty surrounding the realization of the Company's net deferred
tax asset, the Company has provided a full valuation allowance against this
amount.
4. RELATED PARTY TRANSACTIONS AND SHAREHOLDERS' EQUITY
Currently, Lau Technologies (Lau) owns approximately 40% of the Company.
Readers are referred to the "Notes to Financial Statements" section of the
Company's 2000 Annual Report to Shareholders for further discussion.
The Company has two non-exclusive license agreements with Lau, whereby Lau acts
as a distributor of the Company's "Facial Recognition" Technology for certain
European Markets, U.S. Airports and other end users that are Federal Agencies.
Lau will pay the Company royalties, as defined, under these agreements. Through
July 1, 2001, no royalties have been earned.
The Company has also obtained from Lau, an exclusive (except for limited fields
reserved by Lau), perpetual, worldwide license to use the U.S. patent 5,432,864
purchased by Lau from Daozeng Lu and Simon Lu, and all improvements thereto,
which relates to a system for automatically verifying the identity of an
individual using identification parameters that are carried on an escort memory
such as an identification or credit card. This license requires royalty
payments to Lau for each unit sold or licensed by Viisage. The agreement also
requires the issuance of 50,000 shares of Viisage common stock to Lau following
the royalty commencement date. No royalty amount has been incurred to date and
therefore the royalty commencement date has not been established.
The Company has a project lease financing arrangement with Lau that provides for
up to $5.0 million of capital lease financing with $2.5 million outstanding at
July 1, 2001, of which $0.5 million is included in the current portion of
capital lease obligations. Readers are referred to the "Notes to Financial
Statements" section of the Company's 2000 Annual Report to Shareholders for
further discussion.
In January 2001, Lau converted its $1,000,000 subordinated note and accrued
interest into 847,354 shares of common stock.
7
In January 2001, 370 shares of the series A preferred stock and accrued
dividends were converted into 655,565 shares of common stock.
In January 2001, 650 shares of the series B preferred stock and accrued
dividends were converted into 796,593 shares of common stock.
In January and February of 2001, Strong River Investments, Inc. received
1,106,203 shares of common stock from the December 2000 cashless exercise of its
second adjustable warrant.
In February 2001, Strong River Investments, Inc. exercised its third adjustable
warrant for 1,586,305 shares and has received 1,481,305 shares of common stock
from the company through a cashless exercise.
In June 2001, Strong River Investments, Inc. received 105,000 shares of common
stock from the February 2001 cashless exercise of its third adjustable warrant.
5. BUSINESS SEGMENTS
The Company is engaged in one business, the development and implementation of
digital identification systems and solutions. The Company has an integrated
business model: identification solutions through system integration systems and
biometric software. Previously the Company reported two business segments,
however the Company's current mission is to design, develop and deliver
integrated identification solutions. Substantially all of the Company's revenues
have been derived within the United States.
8
VIISAGE TECHNOLOGY, INC.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
financial statements and accompanying notes contained in the Company's 2000
Annual Report and Form 10-K.
The following discussion and analysis contains forward-looking statements that
involve risks and uncertainties. The Company's actual results could differ
materially from those discussed herein. Factors that could cause or contribute
to such differences include, but are not limited to, those discussed in the
section below entitled "Certain Factors That May Affect Future Results." The
cautionary statements made herein should be read as being applicable to all
related forward-looking statements in this Form 10-Q.
RESULTS OF OPERATIONS
Revenues are derived principally from multi-year contracts for systems
implementation, card production and related services. Revenues for the second
quarter of 2001 were approximately $6,871,000, compared to approximately
$6,150,000 for the second quarter of 2000. Revenues for the first six months of
2001 were approximately $13,239,000 compared to approximately $11,486,000 for
the same period in 2000. The 11.7% increase in revenue between the two three
month periods and the 15.3% increase between the two six month periods was
primarily a result of new contracts with the state of Kentucky and the Republic
of Uganda and extensions with our existing customers.
Gross margins decreased to 23.6% in the second quarter of 2001 from 27.2% in the
second quarter of 2000. Gross margins decreased to 24.7% for the first six
months of 2001 compared to 27.5% for the same period in 2000. The decrease in
gross margins between the two three month periods and the two six month periods
is due principally to the impact of lower margin business on the overall revenue
mix in 2001.
Sales and marketing expenses decreased approximately $93,000 in the second
quarter of 2001 from the second quarter of 2000 and decreased approximately
$134,000 for the first six months of 2001 from the first six months of 2000.
This represents a decrease to 1.0% from 2.6% of revenue for the quarter to
quarter period and a decrease to 1.7% from 3.1% for the first six months of each
fiscal year. The decrease is due principally to the Company's continuing
efforts to increase its distribution and marketing capabilities for its facial
recognition solutions by adding and certifying new system integrators and
reseller partners. This allows the Company to control its costs while
increasing its marketing capabilities.
Research and development expenses increased approximately $173,000 in the second
quarter of 2001 from the second quarter of 2000 and increased approximately
$604,000 in the first six months of 2001 from the first six months of 2000. This
represents an increase to 6.1% from 4.0% of revenue for the quarter to quarter
period and 6.5% from 2.3% for the first six months of each fiscal year. The
increase is due principally to the Company's continued investment in biometrics.
Research and development costs do not include amounts for specific projects that
are allocated to project costs, and do not reflect the benefits to Viisage under
license arrangements from the research and development efforts of Lau
Technologies and the Massachusetts Institute of Technology for projects that are
not directly related to the Company.
General and administrative expenses decreased by approximately $9,000 in the
second quarter of 2001 from the second quarter of 2000 and decreased
approximately $92,000 in the first six months of 2001 from the first six months
of 2000. This represents a decrease to 9.2% from 10.5 % of revenue for the
quarter to quarter periods and 8.7% from 10.9% for the first six months of each
fiscal year. The decrease in expenses is due principally to the Company's
continuing efforts to control its costs while growing the business.
9
Interest expense decreased approximately $149,000 in the second quarter of 2001
from the second quarter of 2000 and decreased approximately $320,000 in the
first six months of 2001 from the first six months of 2000. This represents a
decrease to 4.1% from 7.1% of revenue for the quarter to quarter period and 4.5%
from 7.9% for the first six months of each fiscal year. This decrease reflects
the impact of the company's continuing efforts to reduce the overall debt
structure and interest expense.
No provision for income taxes has been made in the three month and six month
periods in fiscal 2001 and 2000 due to the available net operating loss carry
forwards. The Company did not record a tax benefit for the remaining net
operating loss carry forwards due to the uncertainty of when such benefit will
be realized.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a $4.0 million operating line of credit. This revolver, is a
sweep account, which is set up to maintain the lowest possible balance on the
revolver by maintaining a zero balance of cash at all times. The line of credit
contains various financial covenants and is collaterized by substantially all of
the Company's assets. At the end of the second quarter 2001, $2.3 million of the
$4.0 million credit line had been utilized.
Accounts receivable increased approximately 28.7% from December 31, 2000 to July
1, 2001 due to the increase in business volume.
Costs and estimated earnings in excess of billings increased approximately 9.9%
from December 31, 2000 to July 1, 2001, which reflects the unbilled accumulation
of costs for new contract awards.
Historically, the Company has not made substantial capital expenditures for
facilities, office and computer equipment and has satisfied its needs in these
areas principally through leasing.
The Company also has system project lease financing arrangements with several
commercial leasing organizations. Pursuant to certain of these arrangements,
the lessor purchases certain of the Company's digital identification systems and
leases them back to the Company for deployment with identified and contracted
customers approved by the lessor. In other arrangements the Company retains
title to the equipment financed. In either case, the lessor has an assignment of
the Company's rights under the related customer contracts, including rights to
use the software and technology underlying the related systems. Under these
arrangements, the lessor bears the credit risk associated with payments by the
Company's customers, but the Company bears performance and appropriation risk
and is generally required to repurchase a system in the event of a termination
by a customer for any reason except credit default. Under the leases the Company
is required to maintain certain financial ratios and minimum levels of tangible
capital funds, as defined in the lease agreements. These project lease
arrangements are accounted for as capital leases. At July 1, 2001, the Company
had approximately $8.0 million outstanding under the lease financing
arrangement. The Company has a project lease financing arrangement with Lau,
$2.5 million was outstanding at July 1, 2001, of which $0.5 million is included
in the current portion of capital lease obligations. The lease arrangement with
Lau has been repaid and the lease arrangement has been terminated.
The Company believes that it will continue to meet its debt covenants. However,
this expectation is dependent in part on achieving business forecasts. If the
Company does not meet such covenants, the bank and/or the lessor could require
immediate repayment of outstanding amounts.
The Company believes that if it meets its business forecast for 2001, cash flows
from available borrowings, project leasing, operations and capital raising will
be sufficient to meet its working capital and capital expenditure needs for the
foreseeable future.
10
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
MARKET RISK
Except for the Company's revolving credit facility, which has a variable
interest rate, the Company has no material exposure to market risk that could
affect its future results of operations and financial condition.
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company operates in an environment that involves a number of risks, some of
which are beyond the Company's control. Forward-looking statements in this
document and those made from time to time by the Company through its senior
management are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements concerning
future plans or results are necessarily only estimates and actual results could
differ materially from expectations. Certain factors that could that could
cause or contribute to such differences include among other things:
o potential fluctuations in quarterly results;
o the size and timing of award and performance on contracts;
o dependence on large contracts and a limited number of customers;
o lengthy sales and implementation cycles;
o changes in management estimates inherent in accounting for contracts;
o availability and cost of key components;
o market acceptance of new or enhanced products and services;
o proprietary technology and changing technology;
o competitive conditions;
o system performance;
o management of growth;
o dependence on key personnel;
o general economic and political conditions and other factors affecting
spending by customers.
Any of these factors could have a material adverse impact on the Company's
operations and financial results. The Company cautions the reader that this list
of risk factors may not be complete. The Company undertakes no obligation to
update these forward-looking statements to reflect any future events or
circumstances.
11
VIISAGE TECHNOLOGY, INC.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - CHANGES IN SECURITIES
The following transactions occurred during the first six months of 2001 with
respect to the Company's capital stock. Each of the transactions described below
involved the conversion of the Company's outstanding securities into shares of
the Company's common stock. Each transaction was exempt from the registration
requirements of the Securities Act of 1933 under Section 4(2) of the Securities
Act.
In January 2001, Lau converted its $1,000,000 subordinated note and accrued
interest into 847,354 shares of common stock.
In January 2001, 370 shares of the series A preferred stock and accrued
dividends were converted into 655,565 shares of common stock.
In January 2001, 650 shares of the series B preferred stock and accrued
dividends were converted into 796,593 shares of common stock.
In January and February of 2001, Strong River Investments, Inc. received
1,106,203 shares of common stock from the December 2000 cashless exercise of its
second adjustable warrant.
In February 2001, Strong River Investments, Inc. exercised its third and final
adjustable warrant for 1,586,305 shares and has received 1,481,305 shares of
common stock from the company through a cashless exercise.
In June 2001, Strong River Investments, Inc. received 105,000 shares of common
stock from the February 2001 cashless exercise of its third adjustable warrant.
ITEM 3 - DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES
None.
12
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following actions were voted on and approved at the Company's 2001 Annual
Meeting of Shareholders held on May 8, 2001:
1.) Harriet Mouchly-Weiss and Paul T. Principato were elected as Class II
Directors to serve three-year terms. The vote was 14,881,203 and 14,886,823
respectively for, and 315,104 and 309,484 withheld.
2.) An amendment to Viisage's Restated Certificate of Incorporation to increase
the number of authorized shares of Common Stock of Viisage, .001 par value
per share, from 20,000,000 shares to 26,000,000 shares, was approved. The
vote was 14,878,239 for, 314,318 against, 2,650 abstained and 1,100 non-
votes.
3.) An amendment to Viisage's Amended and Restated 1996 Management Stock Option
Plan to increase the number of shares available for issuance thereunder
from 2,807,100 to 3,807,100 was approved. The vote was 8,189,632 for,
781,196 against, 7,650 abstained and 6,217,829 non-votes.
4.) An amendment to Viisage's Amended and Restated 1996 Directors Stock Option
Plan to increase the number of shares available for issuance thereunder
from 326,616 to 576,616 was approved. The vote was 8,196,999 for, 766,129
against, 15,350 abstained and 6,217,829 non-votes.
5.) An amendment to Viisage's 1997 Employee Stock Purchase Plan to increase the
number of shares available for issuance thereunder from 140,000 to 340,000
was approved. The vote was 8,682,515 for, 279,613 against, 16,350 abstained
and 6,217,829 non-votes.
6.) An amendment to adopt the 2001 Stock in Lieu of Cash Compensation for
Directors Plan, as recommended by the Board of Directors, was approved. The
vote was 8,390,663 for, 570,975 against, 16,840 abstained and 6,217,829
non-votes.
7.) The selection of BDO Seidman, LLP as independent public accountants for the
Company for the year ending December 31, 2001, was ratified. The vote was
15,097,223 for, 70,294 against, 27,690 abstained and 1,100 non-votes.
ITEM 5 - OTHER INFORMATION
Not applicable
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
None
13
VIISAGE TECHNOLOGY, INC.
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 thereunto duly authorized.
VIISAGE TECHNOLOGY, INC.
Date: August 13, 2001 By: /s/ Thomas J. Colatosti
-------------------------------
Thomas J. Colatosti
President and Chief Executive Officer
By: /s/ Sean F. Mack
--------------------------
Sean F. Mack
Vice President, Controller and Treasurer
14