UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 20, 2011
L-1 IDENTITY SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
DELAWARE
(State or Other Jurisdiction of
Incorporation)
|
|
001-33002
(Commission File Number)
|
|
02-0807887
(I.R.S. Employer Identification No.) |
|
|
|
177 BROAD STREET |
|
|
STAMFORD, CT
(Address of Principal Executive Offices)
|
|
06901
(Zip Code) |
Registrants telephone number including area code: (203) 504-1100
Not Applicable
(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
|
|
|
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
On June 20, 2011, L-1 Identity Solutions, Inc. (L-1) and Safran SA (Safran) each delivered
notice to the other in accordance with the merger agreement between the parties (the Merger
Agreement) extending the termination date under the Merger Agreement for three months to September
19, 2011.
L-1 expects the closing of the acquisition of L-1 by Safran to occur within the next 30 days,
subject to the timing and successful completion of the Committee on Foreign Investment in the
United States (CFIUS) review process and the satisfaction or waiver of all other applicable
conditions under the Merger Agreement. L-1 continues to believe that progress is being made with
CFIUS toward reaching a definitive mitigation agreement satisfactory to all parties (although there
is no assurance this will occur).
For further information, please refer to the summary of the Merger Agreement included in L-1s
Definitive Proxy Statement, filed with the Securities and Exchange Commission on January 3, 2011,
and the copy of the Merger Agreement attached thereto as Annex A.
Forward Looking Statements
This communication contains forward-looking statements that involve risks and uncertainties.
Forward-looking statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and reflect L-1s current views based on managements
beliefs and assumptions and information currently available. Forward-looking statements concerning
future plans or results are necessarily only estimates, and actual results could differ materially
from expectations. Certain factors that could cause or contribute to such differences include,
among other things, the availability of customer funding for L-1 products and solutions, general
economic and political conditions, the timing of consummating the previously announced proposed
merger with Safran, the risk that a condition to closing such transaction may not be satisfied or
waived, the risk that a regulatory approval that may be required for such transaction is not
obtained or is obtained subject to conditions that are not anticipated and additional risks and
uncertainties described in the Securities and Exchange Commission filings of L-1, including its
Form 10-K for the year ended December 31, 2010 and its Form 10-Q for the three months ended March
31, 2011. L-1 expressly disclaims any intention or obligation to update any forward-looking
statements.