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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 3, 1998
SCM MICROSYSTEMS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-22689 77-0444317
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
131 ALBRIGHT WAY
LOS GATOS, CALIFORNIA 95032
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(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(408) 370-4888
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 2. Acquisition or Disposition of Assets.
On June 3, 1998, the registrant acquired all of the issued and
outstanding capital stock of Intellicard Systems Pte. Ltd., a corporation
incorporated under the laws of the Republic of Singapore ("Intellicard"), from
Intellicard's stockholders in exchange for aggregate consideration of
US$18,390,999, of which US$14,890,999 was paid in cash and US$3,500,000 was paid
upon the issuance of 61,185 shares of the registrant's Common Stock (such
transaction being referred to herein as the "Intellicard Acquisition").
Approximately $11.4 million of the cash portion of the consideration was paid to
the selling stockholders in exchange for cash held by Intellicard at the closing
of the transaction. The registrant used its available cash and cash equivalents
to fund the cash portion of the consideration. The Intellicard Acquisition will
be accounted for under the "purchase" method of accounting.
Intellicard is a contract manufacturing company that manufactures
certain of the registrant's products, including smart card readers, DVB modules
and PC Card adapters.
The Intellicard Acquisition was effected pursuant to the terms
and conditions of a Stock Purchase Agreement between the registrant, Intellicard
and Intellicard's stockholders, including IPC Peripherals Pte. Ltd., a
corporation incorporated under the laws of the Republic of Singapore, Alco
Technology Pte. Ltd., a corporation incorporated under the laws of the Republic
of Singapore, Tan Tai Chew, Goh Boon Huat and Lim Kim Lark. Poh Chuan Ng, a
director of the registrant since June 1995, served as the Director of Business
Development at Intellicard from September 1994 through May 1997.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
It is impracticable for the registrant to provide the required
financial statements for the business acquired at the time of filing this
report, but the registrant will file such required financial statements, if
required pursuant to this item and Rule 3-05(b) of Regulation S-X, by amendment
to this report as soon as practicable, but not later than sixty days after this
report was required to be filed initially.
(b) Pro Forma Financial Information.
It is impracticable for the registrant to provide the required
pro forma information for the business acquired at the time of filing this
report, but the registrant will file such required pro forma information, if
required pursuant to this item and Rule 3-05(b) of Regulation S-X, by amendment
to this report as soon as practicable, but not later than sixty days after this
report was required to be filed initially.
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(c) Exhibits.
2.1 Stock Purchase Agreement, dated as of June 3, 1998,
by and among the registrant, IPC Peripherals Pte.
Ltd., a corporation incorporated under the laws of
the Republic of Singapore, Tan Tai Chew, Goh Boon
Huat, Lim Kim Lark, Alco Technology Pte. Ltd., a
corporation incorporated under the laws of the
Republic of Singapore, and Intellicard Systems Pte.
Ltd., a corporation incorporated under the laws of
the Republic of Singapore.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
The registrant's issuance of shares of its Common Stock in
connection with the Intellicard Acquisition (as described in Item 2 hereof) was
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), in reliance upon the exemption from registration
provided by Rule 903 of Regulation S promulgated thereunder. The exemption from
registration under the Securities Act provided by Rule 903 of Regulation S was
available for the issuance by the registrant of shares of its Common Stock in
connection with the Intellicard Acquisition on the basis of the following: (i)
the offer and sale of the registrant's Common Stock was made in an offshore
transaction to persons and entities outside the United States; (ii) no directed
selling efforts were made in the United States by the registrant, a distributor,
any of their respective affiliates, or any person acting on behalf of any of the
foregoing; (iii) the registrant is a reporting person under the Securities
Exchange Act of 1934, as amended; (iv) offering restrictions were implemented
in respect of the shares of Common Stock issued; and (v) the offer and sale of
the registrant's Common Stock were not made to a U.S. person or for the account
or benefit of a U.S. person.
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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.
A Delaware Corporation
Dated: June 18, 1998 By: /s/ John Niedermaier
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Title: Vice President, Finance
Chief Financial Officer
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EXHIBIT INDEX
No. Description
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2.1 Stock Purchase Agreement, dated as of June 3, 1998, by and among the
registrant, IPC Peripherals Pte. Ltd., a corporation incorporated
under the laws of the Republic of Singapore, Tan Tai Chew, Goh Boon
Huat, Lim Kim Lark, Alco Technology Pte. Ltd., a corporation
incorporated under the laws of the Republic of Singapore, and
Intellicard Systems Pte. Ltd., a corporation incorporated under the
laws of the Republic of Singapore.