Ron,
From the summary portion of the S4,
SUMMARY
This summary highlights selected information from this
document and does not contain all of the information that
is important to you. To understand the merger fully and for
a more complete description of the legal terms of the
merger, you should read carefully this entire document
and the documents to which we have referred you. See
"Where You Can Find More Information" and "Incorporation
of Certain Documents by Reference" (pages 68 and 69). We
have included page references to direct you to more
complete descriptions of the topics presented in this
summary.
ONE-YEAR RESALE RESTRICTION
The merger agreement provides that a total of 2,525,000
shares of Identix common stock issuable in the merger or
pursuant to the exercise of options and warrants assumed
in the merger will either be (1) subject to the escrow
agreement (See "--Indemnification and Escrow") or (2)
subject to a "lock-up period" for one year from the
Effective Time. The shares subject to the lock-up period
may not be sold, pledged or otherwise transferred during
such period, except by will or pursuant to the laws of
descent or distribution. IDT will ask each holder of IDT
Options or IDT Warrants assumed by Identix to agree in
writing to be bound by the lock-up period with respect to
40% of such holder's shares issuable upon exercise of
their IDT Options and IDT Warrants. In addition, a portion of
the shares of Identix common stock issued in the merger
to each IDT stockholder who holds more than 1,000 shares
of IDT common stock (a "Principal Stockholder") will
automatically be subject to the lock-up period.
The aggregate number of shares held by the Principal
Stockholders automatically subject to the lock-up period
will be determined by subtracting from 2,525,000 the sum
of (a) the number of Identix shares issued in the merger, or
issuable upon exercise of IDT Options and IDT Warrants,
subject to the escrow agreement and (b) the number of
shares issuable by Identix upon exercise of assumed IDT
Options and IDT Warrants subject to the lock-up period.
The resulting number of shares will be automatically
restricted and will be allocated among the Principal
Stockholders on a pro rata basis. The shares so restricted
will bear a legend describing their restrictions. If you are a
Principal Stockholder, the approval of the merger
agreement and the merger by the IDT stockholders will
bind you to the one-year lock-up period for your pro rata
portion of the restricted shares. The exact portion of your
shares that will be subject to the one-year lock-up period
cannot be determined until the closing of the merger, but
will be at least 40%.
steve |
