SC 13D: General Statement of Acquisition of Beneficial Ownership
Published on January 2, 2009
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Rule
13d-101
(Amendment
No. _____)*
Under
the Securities Exchange Act of 1934
SCM
MICROSYSTEMS, INC.
(Name
of Issuer)
Common Stock, par value $0.001
per share
(Title
of Class of Securities)
784018103
(CUSIP
Number)
Mr.
Fabien Nestmann
BLUEHILL
ID AG
Dufourstrasse
121
St.
Galen, Switzerland CH-9001
011-41 44
783 80 43
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 19,
2008
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No. 784018103
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13D
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Page
2 of 6 Pages
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1
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NAMES
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Bluehill
ID AG
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS)
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Switzerland
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
796,194
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
796,194
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
796,194
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP
No. 784018103
|
13D
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Page
3 of 6 Pages
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Item
1. Security and
Issuer.
This statement relates to the Common
Stock, $0.001 par value (the “Common Stock”) of SCM Microsystems,
Inc. (the “Issuer”) having its principal executive office at
Oskar-Messter-Str. 13, 85737 Ismaning, Germany.
Item
2. Identity and
Background.
Bluehill ID AG (“Bluehill”) is an
investment and holding company organized under the laws of Switzerland and
established for investments in the radio frequency identification and security
industry. Bluehill was registered on March 26, 2007 in the commercial register
of the Canton of St. Gallen in Switzerland under the number CH-320.3.061.004-0
for an unspecified duration. The address of Bluehill’s principal
office is Dufourstrasse 121, CH-9001 St. Gallen, Switzerland.
During the five years prior to the date
hereof, the Reporting Person has not been convicted in a criminal
proceeding or been party to a civil proceeding ending in a judgement,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Set forth in Annex A to this
Schedule 13D is the name, residence or business address and present principal
occupation or employment of Bluehill’s executive officers and directors, or
control persons, and the name, principal business and address of any corporation
or other organization in which such employment is conducted.
Item
3. Source and Amount of Funds
or Other Consideration.
The shares (the “Shares”) of Common
Stock acquired by Bluehill were acquired in open market transactions, using
Bluehill’s working capital for an aggregate purchase price of 1,440,347
(EUR).
No other
funds or consideration were borrowed or obtained for purposes of acquiring the
Shares.
Item
4. Purpose of
Transaction.
Bluehill obtained the Shares for
investment purposes. Depending on market conditions, its continuing
evaluation of the business and prospects of the Issuer and other factors,
Bluehill may dispose of or acquire additional securities of the
Issuer. Except as set forth in this Schedule 13D, Bluehill does not
have any present plans which relate to or would result in:
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(a)
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The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the
Issuer;
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(b)
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An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries;
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(c)
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A
sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
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(d)
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Any
change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the
board;
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(e)
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Any
material change in the present capitalization or dividend policy of the
Issuer;
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(f)
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Any
other material change in the Issuer’s business or corporate
structure;
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(g)
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Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by
any person;
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CUSIP
No. 784018103
|
13D
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Page
4 of 6 Pages
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(h)
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Causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
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(i)
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A
class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
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(j)
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Any
action similar to any of those enumerated
above.
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Item
5.
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Interest in Securities
of the Issuer.
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(a) Bluehill
is the holder of record of the Shares, which constitute 5.1% of the Issuer’s
outstanding Common Stock. Bluehill has sole voting and dispositive
power with respect to the Shares.
(b) Set
forth in Annex
A to this Schedule 13D is information relating to the interests of
Bluehill’s executive officers and directors, or control persons, in securities
of the Issuer.
(c) Bluehill
has not engaged in any transaction in any shares of Common Stock during the
sixty days immediately preceding the date hereof, except as
follows:
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Purchaser
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Trade
Date
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No.
of Shares
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Price
per Share*
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Where/How
Effected
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Bluehill
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12/11/2008
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2,000
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1.11
(EUR)
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Frankfurt
Stock Exchange (“FSE”)/open market purchase
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Bluehill
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12/12/2008
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26,098
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1.30
(EUR)
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FSE/open
market purchase
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Bluehill
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12/12/2008
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19,600
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$1.974
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Nasdaq/open
market purchase
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Bluehill
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12/15/2008
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5,500
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1.57
(EUR)
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FSE/open
market purchase
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Bluehill
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12/15/2008
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5,000
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$1.997
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Nasdaq/open
market purchase
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Bluehill
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12/16/2008
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8.400
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1.51
(EUR)
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FSE/open
market purchase
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Bluehill
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12/16/2008
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14,000
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$1.944
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Nasdaq/open
market purchase
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Bluehill
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12/17/2008
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22,714
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1.45
(EUR)
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FSE/open
market purchase
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Bluehill
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12/18/2008
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2,272
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1.41
(EUR)
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FSE/open
market purchase
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Bluehill
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12/19/2008
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221
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$1.93
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Nasdaq/open
market purchase
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Bluehill
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12/19/2008
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12,355
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1.43
(EUR)
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FSE/open
market purchase
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Bluehill
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12/22/2008
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5,147
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1.45
(EUR)
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FSE/open
market purchase
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Bluehill
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12/22/2008
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1,000
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$1.95
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Nasdaq/open
market purchase
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* The
symbol “$” indicates that the price per Share was denominated in United States
Dollars and (EUR) indicates that the price per Shares was denominated in
Euros.
(d) Not
applicable.
(e) Not
applicable
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Item
6.
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Contracts,
Arrangements, Undertakings or Relationships with Respect to Securities of
the Issuer.
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Not
applicable.
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Item
7.
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Material to be Filed
as Exhibits
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Not applicable.
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CUSIP
No. 784018103
|
13D
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Page 5
of 6 Pages
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SIGNATURE
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
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BLUEHILL
ID AG
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Date:
December 29, 2008
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By:
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/s/ Ayman S. Ashour | |
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Ayman
S. Ashour
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Chief
Executive Officer & Chairman
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CUSIP
No. 784018103
|
13D
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Page
6 of 6 Pages
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Annex
A
The
following tables set forth the name, present principal occupation or employment,
and citizenship of each director and executive officer of Bluehill ID
AG. The business address for each of the named persons is Bluehill ID
AG, Dufourstrasse 121, CH-9001, St. Gallen, Switzerland.
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Name
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Principal
Occupation
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Citizenship
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Ayman
S. Ashour
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Chief
Executive Officer and Chairman, Bluehill ID AG
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United
States
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Werner
Vogt
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Director
of Bluehill ID AG and Chairman of Multicard AG, a wholly-owned subsidiary
of Bluehill
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Switzerland
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Daniel
S. Wenzel
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Director
of Bluehill ID AG
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Germany
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Melvin
C. Denton-Thompson
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Chief
Financial Officer and Chief Operating Officer
Bluehill
ID AG
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United
Kingdom
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Mr.
Ashour and Mr. Wenzel are members of the Board of Directors of Bluehill Capital
Management AG which holds 157,278 shares of Bluehill representing approximately
0.6% of Bluehill.
Mr.
Wenzel is a member of the Board of Directors of Mountain Partners AG, Mountain
Super Angel AG, and Rosenburg Venture AG which hold 6,031,676, 1,949,363 and
816,084 shares of Bluehill, respectively, representing approximately 23.9%, 7.7%
and 3.2% of Bluehill, respectively.
During
the past five years, none of Mr. Ashour, Mr. Vogt, Mr. Wenzel or Mr. Thompson
has been convicted of in a criminal proceeding or has been party to a civil
proceeding ending in a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
Except as
set forth below, none of Mr. Ashour, Mr. Vogt, Mr. Wenzel or Mr. Thompson is the
beneficial owner of any shares of the Issuer.
Rosenberg
Venture AG, of which Mr. Wenzel is a member of the Board of Directors, holds
56,614 shares of the Issuer.
In
September 2003, Mr. Ashour co-founded Hirsch EMEA, Inc. (“Hirsch EMEA”) and
served as a director of Hirsch EMEA until December 15, 2008. Mr.
Ashour also served as a director of Hirsch Electronics Corporation (Hirsch
Electronics”) until November 17, 2008. In connection with the sale of
shares of Hirsch EMEA to Hirsch Electronics, Mr. Ashour acquired 52,000 shares
of the common stock of Hirsch Electronics. Hirsch Electronics has
also issued warrants to acquire 3,000 shares of its common stock to Mr. Ashour
as compensation for his services as a director.
On
December 10, 2008, the Issuer announced that it had entered into an Agreement
and Plan of Merger (such transaction, the “Merger”)with Hirsch Electronics
pursuant to which, if the Merger is consummated and subject to certain
adjustments, each share of the common stock of Hirsch Electronics will be
converted into the right to receive (i) $3.00 in cash without any interest
thereon, (ii) two shares of Common Stock and (iii) a warrant to purchase one
share of the Common Stock at an exercise price of $3.00 per share which warrant
is exercisable for two years following the third anniversary of the effective
time of the Merger (the foregoing, the Merger Consideration Per
Share”). In addition, if the merger is consummated and subject to
certain adjustments, each warrant to acquire common stock of Hirsch Electronics
will be exchangeable for a warrant to purchase a number of shares of Common
Stock equal to (i) the number of shares of common stock of Hirsch Electronics
that could have been purchased upon the exercise in full of such warrant
multiplied by the Conversion Ratio as defined below), rounded down to the
nearest whole share and the exercise price for each share of Common Stock
subject to such warrant will be equal to the exercise price under the applicable
warrant to acquire shares of Hirsch Electronics common stock divided by the
Conversion Ratio, rounded up to the nearest cent. “Conversion Ratio
means the quotient equal to (i) the Aggregate Value of the Merger Consideration
Per Share divided by (ii) the 30-day volume weighted average price of the Common
Stock as reported on Nasdaq during the 30 days prior to the effective time of
the Merger. “Aggregate Value of the Merger Consideration Per Share”
means the aggregate dollar value of the Merger Consideration Per Share, with the
value of the Common Stock to be calculated based on the 30-day volume weighted
average price of Common Stock as reported on Nasdaq during the 30 days preceding
the day prior to the effective time of the Merger and the value of warrants to
purchase the Issuer’s Common Stock determined using the Black-Scholes pricing
model and such assumptions as the Issuer and Hirsch Electronics deem reasonable
and appropriate.
None of
none of Mr. Ashour, Mr. Vogt, Mr. Wenzel or Mr. Thompson is a party to any
contract, arrangement, understanding or relationship (legal or otherwise) with
any other person with respect to any securities of the
Issuer.