<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-Q

(Mark one)

  X  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
-----
 Act of 1934.

For the quarterly period ended December 31, 1995 or

     Transition report pursuant to Section 13 or 15(d) of the Securities
-----
Exchange Act of 1934

For the transition period from                   to 
                              -------------------  ------------------

Commission File Number:  1-9641

                              IDENTIX INCORPORATED
             (Exact name of registrant as specified in its charter)

          California                                      94-2842496
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation of organization)

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

Registrant's telephone number, including area code (408) 739-2000

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days. YES  X   NO
                                             ---     ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:

                        23,284,858 shares of Common Stock
                             as of January 31, 1996


<PAGE>   2

                              IDENTIX INCORPORATED

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                    PAGE
<S>                                                                                                 <C>
PART I FINANCIAL INFORMATION

       Item 1     Finanical Statements

                  Consolidated Balance Sheets - December 31, 1995 and June 30, 1995...............  1

                  Consolidated Statements of Operations - Three months ended
                    December 31, 1995 and 1994; and six months ended
                    December 31, 1995 and 1994....................................................  2

                  Consolidated Statements of Cash Flows - Six months ended
                    December 31, 1995 and 1994....................................................  3

                  Notes to Consolidated Financial Statements......................................  5

       Item 2     Management's Discussion and Analysis of Financial
                    Condition and Results of Operations...........................................  6

PART II           OTHER INFORMATION...............................................................  9


       Item 1     Legal Proceedings

       Item 4     Submission of Matters to a Vote of Security Holders

       Item 5     Other Information

       Item 6     Exhibits and Reports on Form 8-K

       Signatures ...............................................................................   11
</TABLE>


<PAGE>   3

                              IDENTIX INCORPORATED
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,      JUNE 30,
                                                                      1995             1995
                                                                   ------------    ------------
                                                                   (UNAUDITED)
<S>                                                                <C>             <C>         
ASSETS
    Current assets:
      Cash and cash equivalents                                    $  6,463,000    $  3,842,000
      Accounts receivable, less allowance for doubtful accounts
        and sales returns of $434,000 and $347,000                   11,354,000       8,158,000
      Inventories                                                     3,234,000       2,511,000
      Prepaid expenses and other assets                                 282,000         511,000
                                                                   ------------    ------------
         Total current assets                                        21,333,000      15,022,000

    Property and equipment, net                                       1,737,000       1,249,000
    Intangibles and other assets                                      2,015,000       1,833,000
                                                                   ------------    ------------
                                                                   $ 25,085,000    $ 18,104,000
                                                                   ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities:
      Notes payable to banks                                       $  2,647,000    $  2,101,000
      Accounts payable                                                2,705,000       1,635,000
      Accrued compensation                                              868,000         999,000
      Other accrued liabilities                                         517,000         483,000
      Current portion of long-term note                                 106,000              --
      Deferred maintenance revenue                                      307,000         233,000
                                                                   ------------    ------------
         Total current liabilities                                    7,150,000       5,451,000

    Deferred maintenance revenue                                        330,000         287,000
    Long-term note, less current portion                                180,000              --
    Other liabilities                                                    89,000          92,000
                                                                   ------------    ------------
         Total liabilities                                            7,749,000       5,830,000
                                                                   ------------    ------------

    Commitments and contingencies (Note 5)

    Shareholders' equity:
      Common stock, no par; 30,000,000 shares authorized;
         23,244,101 and 21,520,879 shares issued and outstanding     43,986,000      39,437,000
      Accumulated deficit                                           (26,650,000)    (27,163,000)
                                                                   ------------    ------------
         Total shareholders' equity                                  17,336,000      12,274,000
                                                                   ------------    ------------
                                                                   $ 25,085,000    $ 18,104,000
                                                                   ============    ============
</TABLE>


       See accompanying notes to these consolidated financial statements.

                                       1
<PAGE>   4


                              IDENTIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED               SIX MONTHS ENDED
                                                   DECEMBER 31,                    DECEMBER 31,
                                            ---------------------------    ---------------------------
                                                 1995           1994            1995           1994
                                                 ----           ----            ----           ----
<S>                                         <C>            <C>             <C>            <C>         
Revenues:
    Net product sales                       $  3,640,000   $  2,485,000    $  6,726,000   $  4,179,000
    Services                                   5,200,000      4,493,000       9,627,000      8,663,000
                                            ------------   ------------    ------------   ------------
      Total revenues                           8,840,000      6,978,000      16,353,000     12,842,000
                                            ------------   ------------    ------------   ------------
Costs and expenses:
    Cost of product sales                      2,082,000      1,360,000       3,844,000      2,459,000
    Cost of services provided                  4,256,000      3,723,000       7,938,000      7,351,000
    Research, development and engineering        352,000        377,000         688,000        811,000
    Marketing and selling                        828,000        641,000       1,636,000      1,102,000
    General and administrative                   946,000        709,000       1,777,000      1,298,000
                                            ------------   ------------    ------------   ------------
      Total costs and expenses                 8,464,000      6,810,000      15,883,000     13,021,000
                                            ------------   ------------    ------------   ------------

Income (loss) from operations                    376,000        168,000         470,000       (179,000)
Other income (expense)                            13,000        (64,000)         43,000       (107,000)
                                            ------------   ------------    ------------   ------------
Net income (loss)                           $    389,000   $    104,000    $    513,000   $   (286,000)
                                            ============    ============   ============   ============

Net income (loss) per common and
  common equivalent share                   $       0.02   $        0.01   $       0.02   $      (0.02)
                                            ============    ============   ============   ============

Weighted average common
  and common equivalent shares                24,287,000     19,243,000      24,105,000     19,027,000
                                            ============    ============   ============   ============
</TABLE>


       See accompanying notes to these consolidated financial statements.

                                       2
<PAGE>   5


                              IDENTIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              FOR  THE SIX MONTH PERIOD
                                                                   ENDED DECEMBER 31,
                                                              --------------------------
                                                                  1995            1994
                                                                  ----            ----
<S>                                                           <C>            <C>         
Cash flows from operating activities:
   Net income (loss)                                          $   513,000    $  (286,000)
Adjustments to reconcile net income (loss) to net cash used
   for operating activities:
   Depreciation and amortization                                  677,000        623,000
   Amortization of deferred maintenance revenue                  (169,000)       (71,000)
   Changes in assets and liabilities:
      Accounts receivable                                      (3,196,000)    (3,316,000)
      Accounts receivable from Ascom Hasler                            --        118,000
      Inventories                                                (723,000)       204,000
      Prepaid expenses and other assets                           229,000        (61,000)
      Accounts payable                                          1,070,000       (264,000)
      Accrued compensation                                       (131,000)       220,000
      Other accrued liabilities                                    34,000         24,000
      Deferred maintenance revenue                                286,000         94,000
                                                              -----------    -----------

Net cash used for operating activities                         (1,410,000)    (2,715,000)
                                                              -----------    -----------

Cash flows used in investing activities:
   Capital expenditures                                          (946,000)      (305,000)
   Additions to intangibles and other assets                     (401,000)      (101,000)
   Proceeds from sale of property and equipment                        --          5,000
                                                              -----------    -----------

Net cash used for investing activities                         (1,347,000)      (401,000)
                                                              -----------    -----------

Cash flows from financing activities:
   Borrowings under bank lines of credit                        7,102,000      7,166,000
   Payments under bank lines of credit                         (6,556,000)    (4,959,000)
   Borrowings under long-term note                                318,000             --
   Principal payments on long-term notes                          (35,000)            --
   Proceeds from sale of common stock and warrants, net         4,549,000      1,526,000
                                                              -----------    -----------

Net cash provided by financing activities                       5,378,000      3,733,000
                                                              -----------    -----------

Net increase in cash and cash equivalents                       2,621,000        617,000

Cash and cash equivalents at beginning of period                3,842,000        799,000
                                                              -----------    -----------

Cash and cash equivalents at end of period                    $ 6,463,000    $ 1,416,000
                                                              ===========    ===========
</TABLE>

       See accompanying notes to these consolidated financial statements.


                                       3
<PAGE>   6


IDENTIX INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED . . .

Non-cash investing and financing activities:

In connection with ANADAC's bank line-of-credit agreement, ANADAC obtained an
ESOP loan. As the ESOP makes payments on the debt, the Company's debt and
corresponding receivable are reduced. As of June 30, 1995, the ESOP loan was
paid in full. During the six months ended December 31, 1994, the ESOP made
payments of $70,000.

       See accompanying notes to these consolidated financial statements.

                                       4
<PAGE>   7


                              IDENTIX INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION

     These consolidated financial statements are unaudited. However, in the
     opinion of management, all adjustments (consisting only of normal recurring
     adjustments) which are necessary for a fair presentation of the financial
     position and results for the interim period have been included. These
     consolidated financial statements should be read in conjunction with the
     audited consolidated financial statements and notes thereto for the year
     ended June 30, 1995 included in the Company's Form 10-K. These consolidated
     financial statements include the accounts of Identix Incorporated (the
     Company) and its wholly-owned subsidiary, ANADAC, Inc. (ANADAC); all
     intercompany balances and transactions have been eliminated in
     consolidation. The results of operations for the six months ended December
     31, 1995 are not necessarily indicative of results to be expected for the
     entire fiscal year, which ends on June 30, 1996.

2.   INVENTORIES

     Inventories consisted of the following:

<TABLE>
<CAPTION>
                                                   DECEMBER 31,        JUNE 30,
                                                       1995              1995
                                                    ----------        ----------
<S>                                                 <C>               <C>       
Purchased parts and materials                       $1,704,000        $1,193,000
Work-in-process                                        922,000           643,000
Finished goods                                         608,000           675,000
                                                    ----------        ----------
                                                    $3,234,000        $2,511,000
                                                    ==========        ==========
</TABLE>


3.   BANK LINE OF CREDIT

     In October 1995, ANADAC extended its current bank line of credit. The line
     of credit now expires on February 29, 1996.

4.   COMMON STOCK

     During the period from July 1 to July 5, 1995, the Company received
     additional net proceeds of $2,428,000 from the exercise of warrants and
     issuance of 891,345 shares of common stock related to a warrant redemption
     program that commenced on June 6, 1995. On July 6, 1995, the Company
     redeemed 3,210 unexercised warrants for $0.05 per warrant, then
     subsequently sold 3,210 shares of the Company's common stock to a standby
     underwriter for $3.00 per share.

     During the six month period ended December 31, 1995, the Company received
     net proceeds of $964,000 from the issuance of 316,000 shares of common
     stock upon the exercise of outstanding warrants and $1,147,000 from the
     issuance of 512,700 shares of common stock upon the exercise of outstanding
     stock options.

5.   CONTINGENT LIABILITIES

     The Company is a defendant in a patent infringement lawsuit filed against
     the Company by a competitor related to certain of the Company's TouchPrint
     products. The lawsuit has no implication for any other Identix products.
     Currently, the parties are engaged in ongoing discovery. In addition,
     Identix has filed a motion to dismiss the case as it relates to the
     TouchPrint product currently on the market, the TouchPrint 600. The Company
     has established a reserve for the Company's estimate of the legal expense
     to seek dismissal of the lawsuit. The Company will defend this matter
     vigorously and believes that it is unlikely that the outcome of this
     lawsuit will have a material adverse effect on the Company's financial
     position or results of operations.

                                       5
<PAGE>   8


                              IDENTIX INCORPORATED
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Identix Incorporated ("Identix" or "the Company") began operations in its
products business in mid-1982. In its products business, the Company designs,
develops, manufactures, and markets personal verification terminals ("PVTs") for
security applications and products for law enforcement and public sector
applications that operate by optically scanning and analyzing fingerprint
images. The Company's principal PVT products are TouchLock*, TouchSafe*,
TouchClock* and a fingerprint identification subsystem that the Company
manufactures and markets to OEMs. The Company's principal products for law
enforcement and public sector applications are TouchPrint*, TouchView*, I3*
workstation and DocuColor*.

The Company's wholly-owned subsidiary, ANADAC, Inc. ("ANADAC"), provides
information technology, engineering and management consulting services for
clients in the public and private sectors. Identix acquired ANADAC on October
23, 1992.

A substantial portion of the Company's revenues is derived from government
agencies. As a result, economic and political conditions beyond the Company's
control will affect the success of the Company. Government agencies are subject
to political and budgetary constraints, and purchases of the Company's products
and services may be canceled or substantially delayed due to political and
budgetary processes. In addition, the Company's contracts with local government
agencies may be contingent upon the availability of matching funds from state or
federal entities. Government agencies also frequently require provisions in
contracts that would not be standard in private commercial transactions, such as
bonding requirements and provisions permitting the purchasing agency to cancel
the contract without penalty if funding for the contract is no longer available
or is not obtained.

The Company's performance in any one quarter or year is not necessarily
indicative of sales trends or future performance. The nature of the government
procurement process has resulted and is expected to continue to result in an
irregular and unpredictable revenue cycle for the Company.

RESULTS OF OPERATIONS

Revenues for the three and six month period ended December 31, 1995 were
$8,840,000 and $16,353,000, respectively, compared to $6,978,000 and $12,842,000
for the comparable periods in the prior fiscal year. The increase in revenues of
27% for each of the three and six month periods ended December 31, 1995 was due
to increases in both the Company's products business revenues and services
business revenues.

The Company's products revenues were $3,640,000 and $6,726,000 for the three and
six month periods ended December 31, 1995, respectively, compared to $2,485,000
and $4,179,000 for the comparable periods in the prior fiscal year. The increase
in product revenues of 46% and 61% for the three and six month periods ended
December 31, 1995, respectively, is primarily due to increased shipments of the
Company's TouchPrint products. One customer accounted for 60% and 49% of
products revenues for each of the three and six month periods ended December
31, 1995, respectively. International sales represented $234,000 or 6%
and $452,000 or 7% of the Company's products business revenues for the three and
six month periods ended December 31, 1995, respectively, compared to $1,048,000
or 42% and $1,683,000 or 40% for the same periods in the prior fiscal year.
International sales are denominated in U.S. dollars. For the remainder of fiscal
1996, international sales as a percentage of product sales are expected to
remain relatively constant.

The Company's services revenues were $5,200,000 and $9,627,000 for the three and
six month periods ended December 31, 1995, respectively, compared to $4,493,000
and $8,663,000 for the comparable periods in the prior fiscal year. The increase
in services revenues of 16% and 11% for the three and six month periods ended
December 31, 1995, respectively, is primarily due to an increase in contract
revenues derived from a contract to provide engineering services to the Naval
Sea Systems Command. The majority of the Company's services business revenues
are generated from contracts with the U.S.

--------
* The Company has adopted TouchLock(TM), TouchSafe(TM), TouchClock(TM),
TouchPrint(TM), TouchView(TM), I3(TM), and DocuColor(TM) as trademarks, which
have not been registered with the U.S. Patent and Trademark Office.

                                        6
<PAGE>   9


IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED. . .

government, principally the Department of Defense ("DOD"). Revenues from the DOD
and from other U. S. government agencies for the three and six month periods
ended December 31, 1995 accounted for 78% and 77%, respectively, of the
Company's total services business revenues compared to 73% and 75% of the
Company's total services business revenues for the comparable prior year
periods. Government projections indicate a continuing decline in the levels of
DOD spending, which the Company believes will result in increased competition
and may result in a decline in DOD revenues as a percentage of total services
revenue.

The Company's services business generates a significant amount of its revenues
from cost plus fixed fee ("CPFF") contracts, which accounted for approximately
44% of its revenues for the three and six month periods ended December 31, 1995
compared to 45% and 47% for the comparable periods in the prior year. CPFF
contracts provide for the reimbursement of allowable costs, including indirect
costs plus a fee or profit. The Company's services business also generates
revenue from time-and-materials ("T&M") contracts and firm fixed-price ("FFP")
contracts. T&M contracts typically provide for payment of negotiated hourly
rates for labor incurred plus reimbursement of other allowable direct and
indirect costs. FFP contracts provide for a fixed price for stipulated services
or products, regardless of the costs incurred. The Company anticipates that
revenues from CPFF contracts will decline as a percentage of its total services
business revenues and that the Company's revenues from FFP and T&M contracts
will increase as a percentage of its total services business revenues. The
Company assumes greater performance risk on FFP and T&M contracts and the
failure to accurately estimate ultimate costs or to control costs during
performance of the work can result in reduced profit margins or losses. There
can be no assurance that the Company's services business will not incur cost
overruns for any FFP and T&M contracts it is awarded.

Cost of product sales was $2,082,000 and $3,844,000 or 57% of product revenues
for each of the three and six month periods ended December 31, 1995 compared to
$1,360,000 or 55% and $2,459,000 or 59% of product revenues for the same periods
in the prior fiscal year. The decrease in cost of product sales as a percentage
of product revenues for the six month period ended December 31, 1995 compared to
the same period in the prior year is mainly due to manufacturing volume
efficiencies and lower product cost as a percentage of product sales on certain
new products introduced in mid fiscal 1995.

Cost of services provided was $4,256,000 and $7,938,000 or 82% of services
revenues for each of the three and six month periods ended December 31, 1995
compared to $3,723,000 or 83% of services revenues and $7,351,000 or 85% of
services revenues for the same periods in the prior year. The decrease in cost
of services provided as a percentage of services revenues is mainly due to
applying the overhead pool across a larger labor base.

Research, development and engineering expenditures were $352,000 and $688,000 or
10% of product revenues for the three and six month periods ended December 31,
1995, respectively, compared to $377,000 or 15% and $811,000 or 19% of product
revenues for the same periods in the prior fiscal year. Research, development
and engineering expenses were higher in the prior year periods because the
Company was incurring significant research and development expenses during such
periods to complete its new TouchPrint product line which was introduced in
October 1994. The Company expects research, development and engineering expenses
to increase in future quarters.

Marketing and selling expenses were $828,000 or 9% of total revenues and
$1,636,000 or 10% of total revenues for the three and six month periods ended
December 31, 1995, respectively, compared to $641,000 and $1,102,000 or 9% of
total revenues for the same periods in the prior fiscal year. The increase in
marketing and selling expenses is due to increased staffing and expenses to
promote and support the Company's products and services.

General and administrative expenses were $946,000 and $1,777,000 or 11% of total
revenues for each of the three and six month periods ended December 31, 1995,
respectively, compared to $709,000 and $1,298,000 or 10% of total revenues for
each of the same periods in the prior fiscal year. The increase in general and
administrative expenses is primarily due to an increase in staffing and in lease
expense as the Company's services business moved into larger facilities in
August 1995. The Company's lease expense for fiscal 1996 may also increase if
the Company decides to move all or part of its headquarters and products
business when its lease expires in March 1996.

                                       7
<PAGE>   10


IDENTIX INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED. . .

Other income was $13,000 and $43,000 for the three and six month periods ended
December 31, 1995, respectively, compared to an expense of $64,000 and $107,000
for the same periods in the prior fiscal year. The increase in other income is
attributable to an increase in interest income earned on the temporary
investments of higher cash balances.

During the six month period ended December 31, 1995, Identix did not borrow
against its bank line of credit. The weighted average interest rate paid by
ANADAC on its bank line of credit for each of the three month and six month
periods ended December 31, 1995 was 8.7%.

The Company had net income of $389,000 and $513,000 or $0.02 per share for each
of the three and six month periods ended December 31, 1995 compared to net
income of $104,000 or $0.01 per share for three month period ended December 31,
1994 and a net loss of $286,000 or $0.02 loss per share for the six month period
ended December 31, 1994.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $6,463,000 at December 31, 1995 as compared to
$3,842,000 at June 30, 1995. The increase in cash and cash equivalents of
$2,621,000 is due primarily to financing activities which provided cash of
$5,378,000. The Company received $4,549,000 during the six month period ended
December 31, 1995 in net proceeds from the exercise of warrants and stock
options and issuance of common stock as follows: $3,402,000 related to warrant
exercises, including warrants exercised in the warrant redemption program, and
$1,147,000 from the exercise of stock options. In addition, the Company borrowed
$546,000 under the ANADAC bank line of credit and $318,000 under the equipment
financing line of credit. Operating activities during the six month period ended
December 31, 1995 used cash of $1,410,000 primarily to finance accounts
receivable resulting from the increase in product shipments and services
revenues and from the slow down in collection of government accounts receivable
due to the federal government shut down. Investing activities during the six
month period ended December 31, 1995 used cash of $1,347,000 to purchase office
equipment, production equipment and leasehold improvements and to develop
product software.

The Company has a $3,000,000 bank line of credit secured by all of the personal
property of Identix. Under the line of credit the Company may borrow up to 80%
of eligible accounts receivable. Amounts drawn bear interest at the bank's prime
rate of interest plus 0.5% per annum. The line of credit expires on June 5,
1996. There were no borrowings under this bank line of credit during the six
months ended December 31, 1995. At December 31, 1995, $1,878,000 was available
under the line of credit.

ANADAC has a $4,000,000 bank line of credit secured by its accounts receivable
and certain other assets. Amounts drawn bear interest at the bank's prime rate
of interest. The line of credit was extended in October 1995 and now expires on
February 29, 1996. As of December 31, 1995, ANADAC had $2,647,000 outstanding
and $567,000 available under the line of credit.

ANADAC has a $400,000 equipment financing line of credit secured by the
equipment purchased under the line of credit. Amounts used bear interest at the
bank's prime rate plus 0.75% per annum. The amortization term is not to exceed
thirty six months. As of December 31, 1995, ANADAC had $286,000 borrowed under
this line of credit.

Neither Identix nor ANADAC had any material capital expenditure commitments as
of December 31, 1995.

                                       8
<PAGE>   11


IDENTIX INCORPORATED
PART II           OTHER INFORMATION

      Item 1.     Legal Proceedings

                  On May 31, 1995, Digital Biometrics, Inc. ("DBI"), a
                  competitor, filed a lawsuit in the United States District
                  Court in the Northern District of California against the
                  Company alleging that certain of the Company's TouchPrint
                  products violate a DBI patent and seeking injunctive relief
                  and unspecified damages. The lawsuit has no implication for
                  other Identix products. Currently, the parties are engaged in
                  ongoing discovery. In addition, Identix has filed a motion to
                  dismiss the case as it relates to the TouchPrint product
                  currently on the market, the TouchPrint 600. The Company will
                  defend this matter vigorously and believes that it is unlikely
                  that the outcome of this lawsuit will have a material adverse
                  effect on the Company's financial position or results of
                  operations. However, there can be no assurance that the
                  Company will be successful in defending the action and, even
                  if the Company is successful in defending the action, the
                  costs of such defense could be substantial.

      Item 4.     Submission of Matters to a Vote of Security Holders

                  (a)      The Annual Meeting of Shareholders was held on
                           October 26, 1995.

                  (b)      All Board of Directors nominees referenced in Item
                           4(c) below were elected at the Annual Meeting of
                           Shareholders on October 26, 1995.

                  (c)      The matters voted upon and the results of the voting
                           were as follows:

                           (1) The following seven persons were elected to the
                           Board of Directors:

<TABLE>
<CAPTION>
                               Name                         Votes For       Votes Withheld
                               ----                         ---------       --------------
<S>                                                        <C>                  <C>    
                           Randall C. Fowler               20,613,525           206,110
                           Patrick H. Morton               20,618,345           201,290
                           Randall Hawks, Jr.              20,605,177           214,458
                           Fred U. Sutter                  20,357,545           462,090
                           Larry J. Wells                  20,616,615           203,020
                           William E. Colby                20,610,836           208,799
                           Harrison N. Walther             20,617,188           202,447
</TABLE>


                           (2) The Identix Incorporated Equity Incentive Plan
                               (the "Incentive Plan") was approved. The
                               Incentive Plan provides for the discretionary
                               award of options, restricted stock, stock
                               purchase rights, performance shares, or any
                               combination of these to eligible employees,
                               including executive officers, and consultants. A
                               total of 1,000,000 shares of Common Stock is
                               reserved under the Incentive Plan. No award may
                               be granted under the Incentive Plan after July 5,
                               2005, but outstanding awards may extend beyond
                               that date. The number of shares voted in favor of
                               the plan was 13,694,353, the number of shares
                               voted against was 435,467, the number of shares
                               that abstained was 194,873, and there were
                               6,494,942 broker non-votes.

                           (3) The Identix Incorporated Nonemployee Directors
                               Stock Option Plan (the "Directors Plan") was
                               approved. The Directors Plan provides option
                               grants to nonemployee directors on a formula
                               basis and not on a discretionary basis. A total
                               of 250,000 shares of Common Stock are reserved
                               for issuance upon exercise of nonqualified
                               options granted thereunder. Only nonemployee
                               directors of the Company are eligible to
                               participate in the Directors Plan. The number of
                               shares voted in favor of the plan was 13,556,714,
                               the number of shares voted


                                       9
<PAGE>   12

                               against was 564,522, the number of shares that
                               abstained was 203,457, and there were 6,494,942
                               broker non-votes.

                           (4) The appointment of Price Waterhouse LLP as
                               independent accountants of the Company for the
                               fiscal year ending June 30, 1996 was ratified.
                               The number of shares voted in favor of the
                               appointment was 20,687,392, the number of shares
                               voted against was 49,550, the number of shares
                               that abstained was 82,693, and there were no
                               broker non-votes.

      Item 5.     Other Information

                  On December 6, 1995, the Board of Directors appointed Ed
                  Zschau as a member of the Board.

      Item 6.     Exhibits and Reports on Form 8-K.

                           (a) Exhibits

<TABLE>
<CAPTION>
                               Exhibit
                               Number                Description
                               -------               -----------
                              <S>                    <C>
                               11.1                  Statement of Computation of
                                                     Earnings Per Share

                               27.1                  Financial Data Schedule
</TABLE>


                           (b) No reports on Form 8-K were filed by the Company
                               during the three month period ended December 31,
                               1995.

                                       10
<PAGE>   13



                              IDENTIX INCORPORATED

                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       IDENTIX INCORPORATED
                                       February 12, 1996

                                       BY:   /s/James P. Scullion
                                          ---------------------------
                                             James P. Scullion
                                             Chief Financial Officer
                                             Vice President of Finance

                                       11