8-K: Current report
Published on July 15, 1999
UNITED STATES 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): JUNE 30, 1999
SCM MICROSYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
COMMISSION FILE NUMBER 000-22689
Registrant's telephone number, including area code: (408) 370-4888
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective June 30, 1999, SCM Microsystems, Inc. (the "Company") acquired
a majority interest in Dazzle Multimedia, Inc. ("Dazzle"). The majority interest
was acquired by the Company directly from Dazzle in exchange for the conversion
of an aggregate of approximately $4.7 million of bridge financing and trade
credit extended by the Company to Dazzle, including interest, and upon the
exercise by the Company of a common stock warrant issued by Dazzle in connection
with the bridge financing transaction.
Dazzle manufactures MPEG digital video products for businesses and
consumers. The Company was a supplier to Dazzle.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Dazzle
It is impracticable for the Company to provide financial statements for
the business acquired at this time. 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 Company to provide pro forma financial
information reflecting the Company's acquisition of control of Dazzle at this
time. Such Pro Forma financial information shall be filed as soon as
practicable, but not later than sixty (60) days after the date hereof.
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(c) Exhibits
2.1 Note and Warrant Purchase Agreement by and between
Dazzle Multimedia, Inc. and SCM Microsystems, Inc. dated
December 30, 1998.
2.2 Secured Convertible Promissory Note; Dazzle Multimedia,
Inc. promises to pay SCM Microsystems, Inc., $2,500,000
dated December 30, 1998
2.3 Dazzle Multimedia, Inc. Common Stock Purchase Warrant
between SCM Microsystems and Dazzle Multimedia, Inc.,
dated December 30, 1998.
2.4 Secured Trade Facility agreement between Dazzle
Multimedia, Inc. and SCM Microsystems, Inc. dated
December 30, 1998.
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SIGNATURE
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.
Dated: July 15, 1999 By: /s/ Andrew C. Warner
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Andrew C. Warner
Chief Financial Officer
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SCM MICROSYSTEMS, INC.
CURRENT REPORT ON FORM 8-K
INDEX TO EXHIBITS
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