L-1 Identity Solutions - Registration Statement

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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L-1 IDENTITY SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)

02-08087887
(I.R.S. Employer Identification No.)

177 BROAD STREET
STAMFORD, CONNECTICUT 06901
(Address and Zip Code of Principal Executive Offices)

L-1 IDENTITY SOLUTIONS, INC. 401(K) PLAN
(Full Title of the Plan)

MARK S. MOLINA
EXECUTIVE VICE PRESIDENT,
CHIEF LEGAL OFFICER & SECRETARY
L-1 IDENTITY SOLUTIONS, INC.
177 BROAD STREET
STAMFORD, CT

(203) 504-1100
(Name, Address and Telephone Number, including
area code, of Agent For Service)

COPY TO:
MARITA A. MAKINEN, ESQ.
WEIL GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153

CALCULATION OF REGISTRATION FEE

================================================================================ Proposed Proposed Maximum Maximum Title of Offering Aggregate Amount of Securities to be Amount to be Price Per Offering Registration to be Registered(1) Registered(2) Share(3) Price(3) Fee -------------------------------------------------------------------------------- Common Stock, par 528,000 shares $13.70 $7,223,600 $284.28 value $0.001 per share ================================================================================

(1) This Registration Statement covers shares of common stock, par value $0.001 per share, of L-1 Identity Solutions, Inc. ("L-1 Common Stock"). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the L-1 Identity Solutions, Inc. 401(k) Plan (the "Plan").
(2) The number of shares being registered consists of 239,000 shares of L-1 Common Stock that may be issued to the Plan or its beneficiaries as future employer matching contributions plus 289,000 shares, the estimated maximum aggregate number of shares of L-1 Common Stock now able to be purchased with employer contributions previously made under the Plan. Pursuant to Rule 416 under the Securities Act, there shall also be deemed registered hereby such additional number of shares of L-1 Common Stock as may be issuable under the terms of the Plan to prevent dilution pursuant to future stock dividends, stock splits or similar transactions.
(3) Estimated solely for the purpose of calculating the proposed maximum aggregate offering price and the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the average of the high and low sales prices of the L-1 Common Stock in the consolidated reporting system on April 1, 2008, which was 13.70.

L-1 Identity Solutions - Registration Statement