8-K: Current report
Published on April 28, 2008
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
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Date
of Report (Date of Earliest Event Reported):
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April
23, 2008
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SCM
Microsystems, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-29440
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77-0444317
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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Oskar-Messter-Str.
13, Ismaning, Germany,
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85737
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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+49
89 95 95 5000
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Not
Applicable
Former
name or former address, if changed since last report
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
April
23, 2008, the Board of Directors (the “Board”) of SCM Microsystems, Inc. (“the
Company”) elected Dr. Hans Liebler to fill a vacancy on the Board. Beginning
June 1, 2008, Dr. Liebler will
serve as a Class I director until the expiration of his term at the Company’s
Annual Meeting of Stockholders in July 2008, at which time he will stand for
re-election to the Board. Including Dr. Liebler, the Company’s Board now
includes five non-employee directors and two employee directors.
Dr.
Liebler has not been appointed to any subcommittees of the Board.
Dr.
Liebler will be eligible for the same compensatory arrangements as each other
non-employee member of our Board, including:
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an
annual retainer of $10,000;
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meeting
fees of $1,000 for each physical attendance at Board
meetings;
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reimbursement
for all reasonable out-of pocket expenses incurred in the performance
of
duties as directors, which in practice is primarily related to travel
expenses associated with Board or committee meetings or with committee
assignments; and
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option
awards under the terms of the Company’s 2007 Stock Option Plan to purchase
10,000 shares of the Company’s common stock, vesting 1/12th
per month over one year as a new member of the Board, and continuing
members of the Board who have served for at least six months receive
an
annual option grant to purchase 5,000 shares of the Company’s common
stock, vesting 1/12th
per month over one year, awarded on each date of the Company’s Annual
Meeting of Stockholders.
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Since
July 2006, Dr. Liebler has served as a partner of Lincoln Vale European
Partners, an investment management company that he co-founded which is focused
on strategic long-term investments in European small- and mid-cap companies,
and
which is currently the largest single stockholder of the Company. Currently,
he
also serves on the investment committee of Lincoln Vale. From September 2002
to
July 2006, Dr. Liebler managed an investment fund he had conceived for Allianz
AG, applying a private equity approach to European publicly listed companies.
Previous to this, from September 1996 to September 2002, he worked as a
management consultant for McKinsey & Company, initially in the company’s
Madrid and New York offices and subsequently as co-leader of McKinsey’s German
Corporate Finance practice. From 1993 to 1995, Dr. Liebler was an investment
banker for S.G. Warburg in London. Since 1998, Dr. Liebler has also served
as an
adjunct professor at the European Business School in Germany. He holds a
Master’s degree in Business Administration from the University of Munich in
Germany and a Ph.D in Finance from the University of St. Gallen in
Switzerland.
Item
9.01 Financial Statements and Exhibits.
A
copy of
the press release containing the announcement of Dr, Liebler’s appointment as a
director of the Company is found in Exhibit 99.1 hereto, which is incorporated
herein by reference.
SIGNATURES
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.
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SCM
Microsystems, Inc.
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April
28, 2008
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By:
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/s/
Stephan Rohaly
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Name:
Stephan Rohaly
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Title:
Chief Financial Officer and Secretary
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Exhibit Index
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Exhibit
No.
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Description
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99.1
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Press
release dated April 28, 2008 announcing the appointment of Dr. Hans
Liebler to the Board of SCM Microsystems, Inc.
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