<PAGE>

   As filed with the Securities and Exchange Commission on February  14, 2001

                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               __________________
                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             IDENTIX INCORPORATED
                             --------------------

            (Exact name of registrant as specified in its charter)

                  Delaware                                     94-2842496
                  --------                                     ----------
      (State or other jurisdiction of                      (I.R.S. employer
      incorporation or organization)                       identification No.)


              510 N. Pastoria Avenue, Sunnyvale, California  94086
              ----------------------------------------------------
                    (Address of principal executive offices)

                       NEW EMPLOYEE STOCK INCENTIVE PLAN

                          NON-EMPLOYEE DIRECTORS PLAN
                          ---------------------------
                             EQUITY INCENTIVE PLAN
                             ---------------------
                            (Full title of the plan)

                              Mark S. Molina, Esq.
                  Vice President, General Counsel & Secretary
                              Identix Incorporated
                             510 N. Pastoria Avenue
                          Sunnyvale, California  94086
                          ----------------------------
                    (Name and address of agent for service)

                                    (408) 731-2000
                                    --------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

===============================================================================
                                   Proposed    Proposed
      Title of                      maximum    Maximum
     securities       Amount       offering    Aggregate     Amount of
        to be         to be        price per   Offering     registration
     registered     registered     share (1)     Price           fee
- -------------------------------------------------------------------------------
Common Stock,
$.01 par value      3,150,000      $9.15       $28,822,500   $7,205.63
===============================================================================

(1) Estimated solely for the purpose of computing the amount of the registration
    fee pursuant to Rule 457(c) under the Securities Act of 1933 and based on
    the average of the high and low prices reported on the American Stock
    Exchange on February 12, 2001.
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents filed or to be filed with the Commission by Identix
Incorporated are incorporated by reference in this registration statement:

(a)  Identix Annual Report on Form 10-K for the fiscal year ended June 30, 2000,
     filed pursuant to Section 13 of the Exchange Act;

(b)  Identix Quarterly Reports on Form 10-Q for the quarters ended September 30,
     2000 and December 31, 2000, filed pursuant to Section 13 of the Exchange
     Act;

(c)  The description of the Common Stock of the registrant contained in the
     registration statement filed by Identix under the Exchange Act registering
     such Common Stock under Section 12 of the Exchange Act, as amended.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
thereof 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

     Pursuant to the Delaware General Corporation Law, the Registrant has
included in its Certificate of Incorporation provisions regarding the limitation
of liability and indemnification of officers and directors of the Registrant.
Articles NINTH and TENTH of the Registrant's Certificate of Incorporation
provide as follows:

          "NINTH.  No director of the corporation shall be personally liable to
     the corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a director, except for liability: (a) for any breach of
     the director's duty of loyalty to the corporation or its stockholders; (b)
     for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law; (c) under

                                      -2-
<PAGE>

     Section 174 of the Delaware General Corporation Law; or (d) for any
     transaction from which the director derived any improper personal benefit.
     If the Delaware General Corporation Law is amended to authorize corporate
     action further eliminating or limiting the personal liability of directors,
     then the liability of a director of the corporation shall be eliminated or
     limited to the fullest extent permitted by the Delaware General Corporation
     Law, as so amended. Any repeal or modification of this paragraph shall not
     adversely affect any right or protection of a director of the corporation
     existing at the time of the repeal or modification.

          TENTH.

          A.  RIGHT TO INDEMNIFICATION

          Each person who was or is made a party or is threatened to be made a
     party to or is involved in any action, suit or proceeding, whether civil,
     criminal, administrative or investigative (a "proceeding"), by reason of
     the fact that he or she or a person of whom he or she is the legal
     representative, is or was a director or officer of the corporation or is or
     was serving at the request of the corporation as a director or officer,
     employee or agent of another corporation, or of a partnership, joint
     venture, trust or other enterprise, including service with respect to
     employee benefit plans, whether the basis of such proceeding is alleged
     action in an official capacity as a director, officer, employee or agent or
     in any other capacity while serving as a director, officer, employee or
     agent, shall be indemnified and held harmless by the corporation to the
     fullest extent authorized by the Delaware General Corporation Law, as the
     same exists or may hereafter be amended (but, in the case of any such
     amendment, only to the extent that such amendment permits the corporation
     to provide broader indemnification rights than that law permitted the
     corporation to provide before the amendment) against all expenses,
     liabilities and losses including, without limitation, attorneys' fees,
     judgments, fines, ERISA excise taxes and penalties and amounts paid or to
     be paid in settlement) reasonably incurred or suffered by such person in
     connection therewith.  Such indemnification shall continue as to a person
     who has ceased to be a director, officer, employee or agent and shall inure
     to the benefit of his or her heirs, executors and administrators. However,
     the corporation shall indemnify any such person seeking indemnity in
     connection with an action, suit or proceeding (or part thereof) initiated
     by that person only if that action, suit or proceeding (or part thereof)
     was authorized by the board of directors of the corporation.  The rights
     set forth in this Article TENTH shall be contract rights and shall include
     the right to be paid expenses incurred in defending any such proceeding in
     advance of its final disposition.  However, the payment of such expenses
     incurred by a director or officer of the corporation in his or her capacity
     as a director or officer (and not in any other capacity in which service
     was or is rendered by such person while a director or officer, including,
     without limitation, service to an employee benefit plan) in advance of the
     final disposition of such proceeding shall be made only

                                      -3-
<PAGE>

     upon delivery to the corporation of an undertaking, by or on behalf of such
     director or officer, to repay all amounts so advanced if it should be
     determined ultimately that such director or officer is not entitled to be
     so indemnified.

          B.  RIGHT OF CLAIMANT TO BRING SUIT

          If a claim under Paragraph A of this Article TENTH is not paid in full
     by the corporation within 90 days after a written claim has been received
     by the corporation, the claimant may at any time thereafter bring suit
     against the corporation to recover the unpaid amount of the claim.  If
     successful in whole or in part, the claimant shall be entitled to be paid
     the expense of prosecuting that claim.  It shall be a defense to any such
     action (other than an action an action brought to enforce a claim for
     expenses incurred in defending any proceeding in advance of its final
     disposition where the required undertaking, if any, has been tendered to
     this corporation) that the claimant has not met the standards of conduct
     which make it permissible under the Delaware General Corporation Law for
     the corporation to indemnify the claimant for the amount claimed.  However,
     the burden of proving such defense shall be on the corporation.  Neither
     the failure of the corporation (including its board of directors,
     independent legal counsel or its stockholders) to have made a determination
     before the commencement of such action that indemnification of the claimant
     is proper in the circumstances because he or she has met the applicable
     standard of conduct set forth in the Delaware General Corporation Law, nor
     an actual determination by the corporation (including its board of
     directors, independent legal counsel or its stockholders) that the claimant
     has not met such applicable standard of conduct, shall be a defense to the
     action or create a presumption that the claimant has not met the applicable
     standard of conduct.

          C.  NON EXCLUSIVITY OF RIGHTS

          The rights conferred on any person by Paragraphs A and B of this
     Article TENTH shall not be exclusive of any other rights which such person
     may have or hereafter may acquire under any statute, provision of the
     Certificate of Incorporation, by law, agreement, vote of stockholders or of
     disinterested directors, or otherwise.

          D.  EXPENSES AS A WITNESS

          To the extent that any director, officer, employee, or agent of the
     corporation is by reason of such position, or a position with another
     entity at the request of the corporation, a witness in any action, suit or
     proceeding, he or she shall be indemnified and held harmless against all
     costs and expenses actually and reasonably incurred by him or her on his or
     her behalf in connection therewith.

                                      -4-
<PAGE>

          E.  INDEMNITY AGREEMENTS

          The corporation may enter into agreements with any director, officer,
     employee or agent of the corporation or any person who serves at the
     request of the corporation as a director, officer, employee, or agent of
     another corporation or other enterprise, providing for indemnification to
     the fullest extent permissible under the Delaware General Corporation Law
     and the corporation's Certificate of Incorporation.

          F.  EFFECT OF REPEAL OR MODIFICATION

          Any repeal or modification of this Article TENTH shall not adversely
     affect any right of indemnification or advancement of expenses of a
     director or officer, employee or agent of the corporation existing at the
     time of such repeal or modification with respect to any action or omission
     occurring before the repeal or modification.

          G.  SEPARABILITY

          Each and every paragraph, sentence, term and provision of this Article
     TENTH is separate and distinct.  If any paragraph, sentence, term or
     provision is held to be invalid or unenforceable for any reason, such
     invalidity or unenforceability shall not affect the validity or
     enforceability of any other such paragraph, sentence, term or provision.
     To the extent required in order to make any such paragraph, sentence, term
     or provision of this Article TENTH valid or enforceable, the corporation
     shall, and the indemnitee or potential indemnitee may, request a court of
     competent jurisdiction to modify the paragraph, sentence, term or provision
     in order to preserve its validity and provide the broadest possible
     indemnification permitted by applicable law.

          H.  INSURANCE

          The corporation may maintain insurance, at its expense, to protect
     itself and any director, officer, employee or agent of the corporation or
     another corporation, partnership, joint venture, trust or other enterprise
     against any expense, liability or loss of the type referred to in this
     Article TENTH, whether or not the corporation would have the power to
     indemnify such person against such expense, liability or loss under
     applicable law.

          I.  INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION

          The corporation may, to the extent authorized from time to time by the
     board of directors, grant rights to indemnification, and to the advancement
     of expenses to any employee or agent of the corporation to the fullest
     extent of the

                                      -5-
<PAGE>

     provisions of this Article with respect to the indemnification and
     advancement of expenses of directors and officers of the corporation."

Item 7.   Exemption from Registration Claimed

     Not applicable.

Item 8.   Exhibits

         5    Opinion of Heller Ehrman White & McAuliffe

        23.1  Consent of Heller Ehrman White & McAuliffe
              (filed as part of Exhibit 5)

        23.2  Consent of Independent Accountants

        24    Power of Attorney (see pages 9 and 10)

        99.1  Identix Incorporated Equity Incentive Plan

        99.2  Identix Incorporated Non-employee Directors Plan

        99.3  Identix Incorporated New Employee Stock Incentive Plan

Item 9.   Undertakings

     A.   The undersigned registrant hereby undertakes:

          (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;

               (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 those

                                      -6-
<PAGE>

     paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
     by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, 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.

     B.  The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act 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.

     C.  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6, 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.

                                      -7-
<PAGE>

                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933, 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 Sunnyvale, State of California, on this 14th day of
February, 2001.


                            IDENTIX INCORPORATED



                            By: /s/ Robert McCashin
                                -------------------
                                Robert McCashin, Chairman and Chief Executive
                                Officer


                     POWER OF ATTORNEY TO SIGN AMENDMENTS
                     ------------------------------------

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Robert McCashin and Mark S. Molina, and
each of them, with full power of substitution and full power to act without the
other such person's true and lawful attorney-in-fact and agent for such person
in such person's name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 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 and
necessary to be done in and about the premises in order to effectuate the same
as fully, to all intents and purposes, as they or such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.

                                      -8-
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<S>                                <C>                                      <C>
/s/ Robert McCashin                Director, Chairman and Chief Executive   February 14, 2001
- ------------------------------     Officer
Robert McCashin

/s/ James P. Scullion              Director, President, Chief Operating     February 14, 2001
- ------------------------------     Officer and Chief Financial Officer
James P. Scullion

/s/ Randall C. Fowler.             Director                                 February 14, 2001
- ------------------------------
Randall C. Fowler.

/s/ Randall Hawks, Jr.             Director                                 February 14, 2001
- ------------------------------
Randall Hawks, Jr.

/s/ John E. Major                  Director                                 February 14, 2001
- ------------------------------
John E. Major

/s/ Patrick H. Morton              Director                                 February 14, 2001
- ------------------------------
Patrick H. Morton

/s/ Charles W. Richion             Director                                 February 14, 2001
- ------------------------------
Charles W. Richion

/s/ Fred Sutter                    Director                                 February 14, 2001
- ------------------------------
Fred Sutter

                                   Director
- ------------------------------
Larry J. Wells

/s/ Paul J. Bulger                 Director, President and Chief            February 14, 2001
- ------------------------------     Executive Officer, ANADAC, Inc.
Paul J. Bulger
</TABLE>

                                      -9-
<PAGE>

                               INDEX TO EXHIBITS

              5  Opinion of Heller Ehrman White & McAuliffe

           23.1  Consent of Heller Ehrman White & McAuliffe
                 (filed as part of Exhibit 5)

           23.2  Consent of Independent Accountants

             24  Power of Attorney (see pages 9 and 10)

           99.1  Identix Incorporated Equity Incentive Plan

           99.2  Identix Incorporated Non-employee Directors Plan

           99.3  Identix Incorporated New Employee Stock Incentive Plan
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 23281}]
{"company-data": {"conformed-name": "IDENTIX INC", "cik": "0000735780", "assigned-sic": "7373", "irs-number": "942842496", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "file-number": "333-55642", "film-number": "1546185"}, "business-address": {"street1": "510 N PASTORIA AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4087312000"}, "mail-address": {"street1": "510 N PASTORIA AVE", "street2": "510 N PASTORIA AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}}
As filed with the Securities and Exchange Commission on February  14, 2001

                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               __________________
                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             IDENTIX INCORPORATED
                             --------------------

            (Exact name of registrant as specified in its charter)

                  Delaware                                     94-2842496
                  --------                                     ----------
      (State or other jurisdiction of                      (I.R.S. employer
      incorporation or organization)                       identification No.)

              510 N. Pastoria Avenue, Sunnyvale, California  94086
              ----------------------------------------------------
                    (Address of principal executive offices)

                       NEW EMPLOYEE STOCK INCENTIVE PLAN

                          NON-EMPLOYEE DIRECTORS PLAN
                          ---------------------------
                             EQUITY INCENTIVE PLAN
                             ---------------------
                            (Full title of the plan)

                              Mark S. Molina, Esq.
                  Vice President, General Counsel & Secretary
                              Identix Incorporated
                             510 N. Pastoria Avenue
                          Sunnyvale, California  94086
                          ----------------------------
                    (Name and address of agent for service)

                                    (408) 731-2000
                                    --------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

===============================================================================
                                   Proposed    Proposed
      Title of                      maximum    Maximum
     securities       Amount       offering    Aggregate     Amount of
        to be         to be        price per   Offering     registration
     registered     registered     share (1)     Price           fee
- -------------------------------------------------------------------------------
Common Stock,
$.01 par value      3,150,000      $9.15       $28,822,500   $7,205.63
===============================================================================

(1) Estimated solely for the purpose of computing the amount of the registration
    fee pursuant to Rule 457(c) under the Securities Act of 1933 and based on
    the average of the high and low prices reported on the American Stock
    Exchange on February 12, 2001.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents filed or to be filed with the Commission by Identix
Incorporated are incorporated by reference in this registration statement:

(a)  Identix Annual Report on Form 10-K for the fiscal year ended June 30, 2000,
     filed pursuant to Section 13 of the Exchange Act;

(b)  Identix Quarterly Reports on Form 10-Q for the quarters ended September 30,
     2000 and December 31, 2000, filed pursuant to Section 13 of the Exchange
     Act;

(c)  The description of the Common Stock of the registrant contained in the
     registration statement filed by Identix under the Exchange Act registering
     such Common Stock under Section 12 of the Exchange Act, as amended.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
thereof 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

     Pursuant to the Delaware General Corporation Law, the Registrant has
included in its Certificate of Incorporation provisions regarding the limitation
of liability and indemnification of officers and directors of the Registrant.
Articles NINTH and TENTH of the Registrant's Certificate of Incorporation
provide as follows:

          "NINTH.  No director of the corporation shall be personally liable to
     the corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a director, except for liability: (a) for any breach of
     the director's duty of loyalty to the corporation or its stockholders; (b)
     for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law; (c) under

                                      -2-
Section 174 of the Delaware General Corporation Law; or (d) for any
     transaction from which the director derived any improper personal benefit.
     If the Delaware General Corporation Law is amended to authorize corporate
     action further eliminating or limiting the personal liability of directors,
     then the liability of a director of the corporation shall be eliminated or
     limited to the fullest extent permitted by the Delaware General Corporation
     Law, as so amended. Any repeal or modification of this paragraph shall not
     adversely affect any right or protection of a director of the corporation
     existing at the time of the repeal or modification.

          TENTH.

          A.  RIGHT TO INDEMNIFICATION

          Each person who was or is made a party or is threatened to be made a
     party to or is involved in any action, suit or proceeding, whether civil,
     criminal, administrative or investigative (a "proceeding"), by reason of
     the fact that he or she or a person of whom he or she is the legal
     representative, is or was a director or officer of the corporation or is or
     was serving at the request of the corporation as a director or officer,
     employee or agent of another corporation, or of a partnership, joint
     venture, trust or other enterprise, including service with respect to
     employee benefit plans, whether the basis of such proceeding is alleged
     action in an official capacity as a director, officer, employee or agent or
     in any other capacity while serving as a director, officer, employee or
     agent, shall be indemnified and held harmless by the corporation to the
     fullest extent authorized by the Delaware General Corporation Law, as the
     same exists or may hereafter be amended (but, in the case of any such
     amendment, only to the extent that such amendment permits the corporation
     to provide broader indemnification rights than that law permitted the
     corporation to provide before the amendment) against all expenses,
     liabilities and losses including, without limitation, attorneys' fees,
     judgments, fines, ERISA excise taxes and penalties and amounts paid or to
     be paid in settlement) reasonably incurred or suffered by such person in
     connection therewith.  Such indemnification shall continue as to a person
     who has ceased to be a director, officer, employee or agent and shall inure
     to the benefit of his or her heirs, executors and administrators. However,
     the corporation shall indemnify any such person seeking indemnity in
     connection with an action, suit or proceeding (or part thereof) initiated
     by that person only if that action, suit or proceeding (or part thereof)
     was authorized by the board of directors of the corporation.  The rights
     set forth in this Article TENTH shall be contract rights and shall include
     the right to be paid expenses incurred in defending any such proceeding in
     advance of its final disposition.  However, the payment of such expenses
     incurred by a director or officer of the corporation in his or her capacity
     as a director or officer (and not in any other capacity in which service
     was or is rendered by such person while a director or officer, including,
     without limitation, service to an employee benefit plan) in advance of the
     final disposition of such proceeding shall be made only

                                      -3-
upon delivery to the corporation of an undertaking, by or on behalf of such
     director or officer, to repay all amounts so advanced if it should be
     determined ultimately that such director or officer is not entitled to be
     so indemnified.

          B.  RIGHT OF CLAIMANT TO BRING SUIT

          If a claim under Paragraph A of this Article TENTH is not paid in full
     by the corporation within 90 days after a written claim has been received
     by the corporation, the claimant may at any time thereafter bring suit
     against the corporation to recover the unpaid amount of the claim.  If
     successful in whole or in part, the claimant shall be entitled to be paid
     the expense of prosecuting that claim.  It shall be a defense to any such
     action (other than an action an action brought to enforce a claim for
     expenses incurred in defending any proceeding in advance of its final
     disposition where the required undertaking, if any, has been tendered to
     this corporation) that the claimant has not met the standards of conduct
     which make it permissible under the Delaware General Corporation Law for
     the corporation to indemnify the claimant for the amount claimed.  However,
     the burden of proving such defense shall be on the corporation.  Neither
     the failure of the corporation (including its board of directors,
     independent legal counsel or its stockholders) to have made a determination
     before the commencement of such action that indemnification of the claimant
     is proper in the circumstances because he or she has met the applicable
     standard of conduct set forth in the Delaware General Corporation Law, nor
     an actual determination by the corporation (including its board of
     directors, independent legal counsel or its stockholders) that the claimant
     has not met such applicable standard of conduct, shall be a defense to the
     action or create a presumption that the claimant has not met the applicable
     standard of conduct.

          C.  NON EXCLUSIVITY OF RIGHTS

          The rights conferred on any person by Paragraphs A and B of this
     Article TENTH shall not be exclusive of any other rights which such person
     may have or hereafter may acquire under any statute, provision of the
     Certificate of Incorporation, by law, agreement, vote of stockholders or of
     disinterested directors, or otherwise.

          D.  EXPENSES AS A WITNESS

          To the extent that any director, officer, employee, or agent of the
     corporation is by reason of such position, or a position with another
     entity at the request of the corporation, a witness in any action, suit or
     proceeding, he or she shall be indemnified and held harmless against all
     costs and expenses actually and reasonably incurred by him or her on his or
     her behalf in connection therewith.

                                      -4-
E.  INDEMNITY AGREEMENTS

          The corporation may enter into agreements with any director, officer,
     employee or agent of the corporation or any person who serves at the
     request of the corporation as a director, officer, employee, or agent of
     another corporation or other enterprise, providing for indemnification to
     the fullest extent permissible under the Delaware General Corporation Law
     and the corporation's Certificate of Incorporation.

          F.  EFFECT OF REPEAL OR MODIFICATION

          Any repeal or modification of this Article TENTH shall not adversely
     affect any right of indemnification or advancement of expenses of a
     director or officer, employee or agent of the corporation existing at the
     time of such repeal or modification with respect to any action or omission
     occurring before the repeal or modification.

          G.  SEPARABILITY

          Each and every paragraph, sentence, term and provision of this Article
     TENTH is separate and distinct.  If any paragraph, sentence, term or
     provision is held to be invalid or unenforceable for any reason, such
     invalidity or unenforceability shall not affect the validity or
     enforceability of any other such paragraph, sentence, term or provision.
     To the extent required in order to make any such paragraph, sentence, term
     or provision of this Article TENTH valid or enforceable, the corporation
     shall, and the indemnitee or potential indemnitee may, request a court of
     competent jurisdiction to modify the paragraph, sentence, term or provision
     in order to preserve its validity and provide the broadest possible
     indemnification permitted by applicable law.

          H.  INSURANCE

          The corporation may maintain insurance, at its expense, to protect
     itself and any director, officer, employee or agent of the corporation or
     another corporation, partnership, joint venture, trust or other enterprise
     against any expense, liability or loss of the type referred to in this
     Article TENTH, whether or not the corporation would have the power to
     indemnify such person against such expense, liability or loss under
     applicable law.

          I.  INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION

          The corporation may, to the extent authorized from time to time by the
     board of directors, grant rights to indemnification, and to the advancement
     of expenses to any employee or agent of the corporation to the fullest
     extent of the

                                      -5-
provisions of this Article with respect to the indemnification and
     advancement of expenses of directors and officers of the corporation."

Item 7.   Exemption from Registration Claimed

     Not applicable.

Item 8.   Exhibits

         5    Opinion of Heller Ehrman White & McAuliffe

        23.1  Consent of Heller Ehrman White & McAuliffe
              (filed as part of Exhibit 5)

        23.2  Consent of Independent Accountants

        24    Power of Attorney (see pages 9 and 10)

        99.1  Identix Incorporated Equity Incentive Plan

        99.2  Identix Incorporated Non-employee Directors Plan

        99.3  Identix Incorporated New Employee Stock Incentive Plan

Item 9.   Undertakings

     A.   The undersigned registrant hereby undertakes:

          (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;

               (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 those

                                      -6-
paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
     by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, 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.

     B.  The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act 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.

     C.  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6, 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.

                                      -7-
SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933, 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 Sunnyvale, State of California, on this 14th day of
February, 2001.

                            IDENTIX INCORPORATED

                            By: /s/ Robert McCashin
                                -------------------
                                Robert McCashin, Chairman and Chief Executive
                                Officer

                     POWER OF ATTORNEY TO SIGN AMENDMENTS
                     ------------------------------------

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Robert McCashin and Mark S. Molina, and
each of them, with full power of substitution and full power to act without the
other such person's true and lawful attorney-in-fact and agent for such person
in such person's name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 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 and
necessary to be done in and about the premises in order to effectuate the same
as fully, to all intents and purposes, as they or such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.

                                      -8-
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
/s/ Robert McCashin                Director, Chairman and Chief Executive   February 14, 2001
- ------------------------------     Officer
Robert McCashin

/s/ James P. Scullion              Director, President, Chief Operating     February 14, 2001
- ------------------------------     Officer and Chief Financial Officer
James P. Scullion

/s/ Randall C. Fowler.             Director                                 February 14, 2001
- ------------------------------
Randall C. Fowler.

/s/ Randall Hawks, Jr.             Director                                 February 14, 2001
- ------------------------------
Randall Hawks, Jr.

/s/ John E. Major                  Director                                 February 14, 2001
- ------------------------------
John E. Major

/s/ Patrick H. Morton              Director                                 February 14, 2001
- ------------------------------
Patrick H. Morton

/s/ Charles W. Richion             Director                                 February 14, 2001
- ------------------------------
Charles W. Richion

/s/ Fred Sutter                    Director                                 February 14, 2001
- ------------------------------
Fred Sutter

                                   Director
- ------------------------------
Larry J. Wells

/s/ Paul J. Bulger                 Director, President and Chief            February 14, 2001
- ------------------------------     Executive Officer, ANADAC, Inc.
Paul J. Bulger
-9-
INDEX TO EXHIBITS

              5  Opinion of Heller Ehrman White & McAuliffe

           23.1  Consent of Heller Ehrman White & McAuliffe
                 (filed as part of Exhibit 5)

           23.2  Consent of Independent Accountants

             24  Power of Attorney (see pages 9 and 10)

           99.1  Identix Incorporated Equity Incentive Plan

           99.2  Identix Incorporated Non-employee Directors Plan

           99.3  Identix Incorporated New Employee Stock Incentive Plan