8-K: Current report
Published on October 7, 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
|
Date
of Report (Date of Earliest Event Reported):
|
|
October
1, 2008
|
SCM
Microsystems, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-29440
|
77-0444317
|
||
|
(State
or other jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
||
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
||
|
|
|
|
||
|
Oskar-Messter-Str.
13, Ismaning,
Germany, |
|
85737
|
||
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code:
|
|
+49
89 95 95 5000
|
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
1.01 Entry into a Material Definitive Agreement.
On
October 1, 2008, SCM Microsystems, Inc. (“SCM”) entered into a Stock Purchase
Agreement with TranZfinity, Inc. (“TranZfinity”), pursuant to which SCM
purchased 10,000,000 shares of TranZfinity common stock, or 33.7% of
TranZfinity’s outstanding shares (16.67% on a fully diluted basis), for an
aggregate purchase price of $2,500,000. The transaction closed on October 2,
2008. SCM also entered into a Stockholders Agreement with TranZfinity and
certain other stockholders of TranZfinity, which sets forth certain rights
and
privileges of the stockholders of TranZfinity, including rights and privileges
with respect to the composition of TranZfinity’s Board of
Directors.
SCM’s
investment in TranZfinity follows an exclusive Cooperation Agreement entered
into on April 17, 2008 between SCM Microsystems GmbH, a subsidiary of SCM (“SCM
GmbH”), and TranZfinity. On October 1, 2008, SCM, SCM GmbH and TranZfinity
entered into an amendment to the Cooperation Agreement pursuant to which
TranZfinity consented to the assignment by SCM GmbH and the assumption by SCM
of
all of SCM GmbH’s rights and obligations under the Cooperation Agreement. Under
the terms of the Cooperation Agreement, as amended, TranZfinity will work with
SCM to develop modular USB devices for SCM’s product portfolio and will supply
SCM customers with TranZfinity’s application software and services supporting
those devices, and SCM will pay TranZfinity a $1,000,000 exclusivity fee for
the
right to be the exclusive provider of those products. The exclusivity fee is
comprised of $500,000 cash (of which the remaining balance to be paid is
$179,298), and a $4 payment from SCM to TranZfinity for each product sold by
SCM
(up to a maximum aggregate amount of $500,000). In addition to the exclusivity
fee, SCM will pay TranZfinity a five percent (5%) royalty on SCM’s net selling
price for each product sold by SCM.
Item
9.01 Financial Statements and Exhibits.
A
copy of
the press release, dated October 7, 2008, pertaining in part to the transactions
between SCM and TranZfinity, is attached as Exhibit 99.1 hereto.
2
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.
|
|
SCM
Microsystems, Inc.
|
|
|
|
||
|
October
7, 2008
|
By:
|
/s/
Stephan Rohaly
|
|
|
Name:
Stephan Rohaly
|
|
|
|
Title:
Chief Financial Officer and Secretary
|
|
3
Exhibit Index
|
Exhibit No.
|
|
Description
|
|
99.1
|
|
Press
release issued by SCM on October 7,
2008.
|
4