<PAGE>
 
  As filed with the Securities and Exchange Commission on December 17, 1998

                                                  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      (I.R.S. employer
            of incorporation or organization)  identification No.)

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

                            EQUITY INCENTIVE PLAN
                   NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
                        EMPLOYEE STOCK PURCHASE PLAN
               FOREIGN SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN
               -----------------------------------------------
                          (Full title of the plan)

                              James P. Scullion
                            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

<TABLE>
<CAPTION>
================================================================================================
<S>                      <C>                 <C>                    <C>                <C>
                                               Proposed         Proposed
   Title of                Amount              maximum           Maximum           Amount of
  securities               to be               offering         Aggregate        registration
    to be                registered            price per        Offering              fee
  registered                                   share (1)          Price
------------------------------------------------------------------------------------------------
Common Stock,            2,410,000             $7.96875        $19,204,688          $5,339.00
$.01 par value
================================================================================================
</TABLE>


(1)  Estimated solely for the purpose of computing the amount of the
     registration fee pursuant to Rule 457(c) under the Securities Act 0f 1933
     and based on the average of the high and low prices reported on the
     American Stock Exchange on December 14, 1998.
<PAGE>
 
                               EXPLANATORY NOTE

     This Registration Statements on Form S-8 (the "Registration Statement") is
being filed by Identix Incorporated, a Delaware corporation ("Identix Delaware"
or the "Registrant"), which is the successor to Identix Incorporated, a
California corporation ("Identix California"), following a statutory merger
effective on December 16, 1998 (the "Merger") effected for the purpose of
changing Identix California's state of incorporation to Delaware. Prior to the
Merger, Identix Delaware had no assets or liabilities other than nominal assets
or liabilities. In connection with the Merger, Identix Delaware succeeded by
operation of law to all of the assets and liabilities of Identix California. The
Merger was approved by the shareholders of Identix California at a meeting for
which proxies were solicited pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). This Registration
Statement covers 1,750,000 shares issuable under the Registrant's Equity
Incentive Plan, 160,000 shares issuable under the Registrant's Nonemployee
Directors Stock Option Plan, and 500,000 shares issuable under the Registrant's
newly-adopted Employee Stock Purchase Plan and Foreign Subsidiary Employee Stock
Purchase Plan. Identix California previously registered 1,250,000 shares under
the Equity Incentive Plan and 250,000 shares under the Nonemployee Directors
Option Plan. On December 17, 1998, the Registrant filed Post-Effective Amendment
No. 1 to the registration statements referred to in the previous sentence for
the purposes of adopting those registration statements as its own. This
Registration Statement is filed pursuant to Rule 413 under the Securities Act of
1933 and the general instructions to Form S-8 entitled "Registration of
Additional Securities" with respect to the additional 1,910,000 shares of Common
Stock under the Registrant's Equity Incentive Plan and Nonemployee Directors
Plan being registered hereby.

                                      -2-
<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 California's Annual Report on Form 10-K for the fiscal year ended
     June 30, 1998, filed pursuant to Section 13 of the Exchange Act;

(b)  Identix California's Quarterly Report on Form 10-Q for the quarter ended
     September 30, 1998, filed pursuant to Section 13 of the Exchange Act; and

(c)  The description of the Common Stock of the registrant contained in the
     registration statement filed by Identix California under the Exchange Act
     registering such Common Stock under Section 12 of the Exchange Act, as
     amended by the Registrant's report on Form 8-K filed on December 17, 1998.

     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 Section 174 of the
     Delaware General Corporation Law; or (d) for any transaction

                                      -3-
<PAGE>
 
     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 upon delivery to
     the corporation of an undertaking, by or on behalf of such director

                                      -4-
<PAGE>
 
     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.

                                      -5-
<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.

                                      -6-
<PAGE>
 
          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 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

     25   Power of Attorney (see pages 9 and 10)

     99.1 Identix Incorporated Equity Incentive Plan

     99.2 Nonemployee Directors Stock Option Plan

     99.3 Employee Stock Purchase Plan

     99.4 Foreign Subsidiary Employee Stock Purchase 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;

                                      -7-
<PAGE>
 
          (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
     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.

                                      -8-
<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 17th day of
December, 1998.

                           IDENTIX INCORPORATED



                           By:/s/ James P. Scullion
                              ----------------------------------------
                              James P. Scullion, Executive Vice President, Chief
                              Operating Officer, Chief Financial Officer and
                              Secretary


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

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Randall C. Fowler and James P.
Scullion, 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.

                                      -9-
<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>
<CAPTION>
<S>                                <C>                                      <C>

/s/ Randall C. Fowler                Chairman of the Board of Directors,       December 17, 1998
---------------------------------    Chief Executive Officer and President
Randall C. Fowler

/s/ James P. Scullion                Director, Executive Vice President,       December 17, 1998
---------------------------------    Chief Operating Officer, Chief
James P. Scullion                    Financial Officer and Secretary
 
/s/ Randall Hawks, Jr.               Director                                  December 17, 1998
---------------------------------
Randall Hawks, Jr.
 
                                     Director                                  December __, 1998
---------------------------------
Patrick H. Morton
 
/s/ Charles W. Richion               Director                                  December 17, 1998
---------------------------------
Charles W. Richion
 
                                     Director                                  December __, 1998
---------------------------------
Fred Sutter
 
/s/ Larry J. Wells                   Director                                  December 17, 1998
---------------------------------
Larry J. Wells
 
</TABLE>

                                     -10-
<PAGE>
 
                               INDEX TO EXHIBITS



Item No.     Description of Item
--------     -------------------

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

25           Power of Attorney (see pages 9 and 10)

99.1         Identix Incorporated Equity Incentive Plan

99.2         Nonemployee Directors Stock Option Plan

99.3         Employee Stock Purchase Plan

99.4         Foreign Subsidiary Stock Purchase Plan
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25301}]
{"company-data": {"conformed-name": "IDENTIX INC", "cik": "0000735780", "assigned-sic": "7373", "irs-number": "942842496", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69141", "film-number": "98771459"}, "business-address": {"street1": "510 N PASTORIA AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4087392000"}, "mail-address": {"street2": "510 N PASTORIA AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}}
As filed with the Securities and Exchange Commission on December 17, 1998

                                                  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      (I.R.S. employer
            of incorporation or organization)  identification No.)

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

                            EQUITY INCENTIVE PLAN
                   NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
                        EMPLOYEE STOCK PURCHASE PLAN
               FOREIGN SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN
               -----------------------------------------------
                          (Full title of the plan)

                              James P. Scullion
                            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                Amount              maximum           Maximum           Amount of
  securities               to be               offering         Aggregate        registration
    to be                registered            price per        Offering              fee
  registered                                   share (1)          Price
------------------------------------------------------------------------------------------------
Common Stock,            2,410,000             $7.96875        $19,204,688          $5,339.00
$.01 par value
================================================================================================
(1)  Estimated solely for the purpose of computing the amount of the
     registration fee pursuant to Rule 457(c) under the Securities Act 0f 1933
     and based on the average of the high and low prices reported on the
     American Stock Exchange on December 14, 1998.
EXPLANATORY NOTE

     This Registration Statements on Form S-8 (the "Registration Statement") is
being filed by Identix Incorporated, a Delaware corporation ("Identix Delaware"
or the "Registrant"), which is the successor to Identix Incorporated, a
California corporation ("Identix California"), following a statutory merger
effective on December 16, 1998 (the "Merger") effected for the purpose of
changing Identix California's state of incorporation to Delaware. Prior to the
Merger, Identix Delaware had no assets or liabilities other than nominal assets
or liabilities. In connection with the Merger, Identix Delaware succeeded by
operation of law to all of the assets and liabilities of Identix California. The
Merger was approved by the shareholders of Identix California at a meeting for
which proxies were solicited pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). This Registration
Statement covers 1,750,000 shares issuable under the Registrant's Equity
Incentive Plan, 160,000 shares issuable under the Registrant's Nonemployee
Directors Stock Option Plan, and 500,000 shares issuable under the Registrant's
newly-adopted Employee Stock Purchase Plan and Foreign Subsidiary Employee Stock
Purchase Plan. Identix California previously registered 1,250,000 shares under
the Equity Incentive Plan and 250,000 shares under the Nonemployee Directors
Option Plan. On December 17, 1998, the Registrant filed Post-Effective Amendment
No. 1 to the registration statements referred to in the previous sentence for
the purposes of adopting those registration statements as its own. This
Registration Statement is filed pursuant to Rule 413 under the Securities Act of
1933 and the general instructions to Form S-8 entitled "Registration of
Additional Securities" with respect to the additional 1,910,000 shares of Common
Stock under the Registrant's Equity Incentive Plan and Nonemployee Directors
Plan being registered hereby.

                                      -2-
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 California's Annual Report on Form 10-K for the fiscal year ended
     June 30, 1998, filed pursuant to Section 13 of the Exchange Act;

(b)  Identix California's Quarterly Report on Form 10-Q for the quarter ended
     September 30, 1998, filed pursuant to Section 13 of the Exchange Act; and

(c)  The description of the Common Stock of the registrant contained in the
     registration statement filed by Identix California under the Exchange Act
     registering such Common Stock under Section 12 of the Exchange Act, as
     amended by the Registrant's report on Form 8-K filed on December 17, 1998.

     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 Section 174 of the
     Delaware General Corporation Law; or (d) for any transaction

                                      -3-
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 upon delivery to
     the corporation of an undertaking, by or on behalf of such director

                                      -4-
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.

                                      -5-
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.

                                      -6-
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 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

     25   Power of Attorney (see pages 9 and 10)

     99.1 Identix Incorporated Equity Incentive Plan

     99.2 Nonemployee Directors Stock Option Plan

     99.3 Employee Stock Purchase Plan

     99.4 Foreign Subsidiary Employee Stock Purchase 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;

                                      -7-
(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
     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.

                                      -8-
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 17th day of
December, 1998.

                           IDENTIX INCORPORATED

                           By:/s/ James P. Scullion
                              ----------------------------------------
                              James P. Scullion, Executive Vice President, Chief
                              Operating Officer, Chief Financial Officer and
                              Secretary

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

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Randall C. Fowler and James P.
Scullion, 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.

                                      -9-
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/ Randall C. Fowler                Chairman of the Board of Directors,       December 17, 1998
---------------------------------    Chief Executive Officer and President
Randall C. Fowler

/s/ James P. Scullion                Director, Executive Vice President,       December 17, 1998
---------------------------------    Chief Operating Officer, Chief
James P. Scullion                    Financial Officer and Secretary
 
/s/ Randall Hawks, Jr.               Director                                  December 17, 1998
---------------------------------
Randall Hawks, Jr.
 
                                     Director                                  December __, 1998
---------------------------------
Patrick H. Morton
 
/s/ Charles W. Richion               Director                                  December 17, 1998
---------------------------------
Charles W. Richion
 
                                     Director                                  December __, 1998
---------------------------------
Fred Sutter
 
/s/ Larry J. Wells                   Director                                  December 17, 1998
---------------------------------
Larry J. Wells
-10-
INDEX TO EXHIBITS

Item No.     Description of Item
--------     -------------------

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

25           Power of Attorney (see pages 9 and 10)

99.1         Identix Incorporated Equity Incentive Plan

99.2         Nonemployee Directors Stock Option Plan

99.3         Employee Stock Purchase Plan

99.4         Foreign Subsidiary Stock Purchase Plan