8-K: Current report
Published on November 18, 1998
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 3, 1998
SCM MICROSYSTEMS, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
131 ALBRIGHT WAY
LOS GATOS, CALIFORNIA 95032
-------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(408) 370-4888
NOT APPLICABLE
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
================================================================================
Item 2. Acquisition or Disposition of Assets.
On November 3, 1998, the registrant acquired all of the issued and
outstanding capital stock of Shuttle Technology Group, Ltd., a private company
incorporated under the laws of England and Wales ("Shuttle"), from Shuttle's
shareholders in exchange for aggregate consideration of US$32,400,000 which was
paid upon the issuance of 828,310 shares of the registrant's Common Stock (the
"Acquisition"). The Acquisition will be accounted for under the "pooling" method
of accounting.
Shuttle specializes in developing secure, reliable access and interface
technology for OEM manufacturers and recently entered the security market with
the Digit (tm) fingerprint recognition device.
The Acquisition was effected pursuant to the terms and conditions of a
Share Exchange Agreement, dated as of October 22, 1998, by and among the
registrant, the holders of the entire issued share capital of Shuttle, and the
Greater Bay Trust Company.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
It is impracticable for the registrant to provide the required financial
statements for the business acquired at the time of filing this report. Such
financial statements shall be filed as soon as practicable, but not later than
sixty (60) days after the date hereof.
(b) Pro Forma Financial Information.
It is impracticable for the registrant to provide the required pro forma
financial information assuming a business combination between the registrant and
Shuttle at this time. Such financial statements shall be filed as soon as
practicable, but not later than sixty (60) days after the date hereof.
(c) Exhibits.
-2-
INDEX TO EXHIBITS
-3-
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SCM MICROSYSTEMS, INC.
A Delaware Corporation
Dated: November 18, 1998 By: /s/ John Niedermaier
----------------------------
Title: Vice President-Finance,
Chief Financial Officer
--------------------------
-4-