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): December 18, 2009
SCM Microsystems, Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 000-29440 | | 77-0444317 |
| | | | | |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | | |
| 1900-B Carnegie Avenue, | | |
| Santa Ana, California | | 92705 |
| | | |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (949) 250-8888
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:
þ 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 8.01. Other Events.
On December 18, 2009, SCM Microsystems, Inc. (“SCM”) issued a press release in which it announced that more than 60% of the shareholders of Bluehill ID AG (Bluehill ID”) have accepted SCM’s offer to acquire all of the outstanding shares of Bluehill ID in connection with SCM’s proposed business combination with Bluehill ID, pursuant to the Business Combination Agreement between SCM and Bluehill ID dated September 20, 2009. A copy of the press release announcing the acceptance to date of the SCM offer to Bluehill ID shareholders is filed as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
| | | |
| Exhibit | | Description |
| | | |
| 99.1 | | Press Release issued on December 18, 2009 |
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.
| |
| December 18, 2009 | By: | /s/ Martin Wimmer | |
| | | Martin Wimmer | |
| | | Vice President, Interim Chief Financial Officer | |
| |
EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
| | | |
| 99.1 | | Press release issued by SCM on December 18, 2009 |
