1 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): JUNE 30, 1999 SCM MICROSYSTEMS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) COMMISSION FILE NUMBER 000-22689 DELAWARE 77-0444317 (STATE OR OTHER JURISDICTION OF INCORPORATION) I.R.S. EMPLOYER IDENTIFICATION NUMBER 160 KNOWLES DRIVE LOS GATOS, CALIFORNIA 95032 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code: (408) 370-4888 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Effective June 30, 1999, SCM Microsystems, Inc. (the "Company") acquired a majority interest in Dazzle Multimedia, Inc. ("Dazzle"). The majority interest was acquired by the Company directly from Dazzle in exchange for the conversion of an aggregate of approximately $4.7 million of bridge financing and trade credit extended by the Company to Dazzle, including interest, and upon the exercise by the Company of a common stock warrant issued by Dazzle in connection with the bridge financing transaction. Dazzle manufactures MPEG digital video products for businesses and consumers. The Company was a supplier to Dazzle. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Dazzle It is impracticable for the Company to provide financial statements for the business acquired at this time. Such financial statements shall be filed as soon as practicable, but not later than sixty (60) days after the date hereof. (b) Pro Forma Financial Information It is impracticable for the Company to provide pro forma financial information reflecting the Company's acquisition of control of Dazzle at this time. Such Pro Forma financial information shall be filed as soon as practicable, but not later than sixty (60) days after the date hereof. - 2 - 3 (c) Exhibits 2.1 Note and Warrant Purchase Agreement by and between Dazzle Multimedia, Inc. and SCM Microsystems, Inc. dated December 30, 1998. 2.2 Secured Convertible Promissory Note; Dazzle Multimedia, Inc. promises to pay SCM Microsystems, Inc., $2,500,000 dated December 30, 1998 2.3 Dazzle Multimedia, Inc. Common Stock Purchase Warrant between SCM Microsystems and Dazzle Multimedia, Inc., dated December 30, 1998. 2.4 Secured Trade Facility agreement between Dazzle Multimedia, Inc. and SCM Microsystems, Inc. dated December 30, 1998. - 3 - 4 SIGNATURE 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. Dated: July 15, 1999 By: /s/ Andrew C. Warner ----------------------------------------- Andrew C. Warner Chief Financial Officer - 4 - 5 SCM MICROSYSTEMS, INC. CURRENT REPORT ON FORM 8-K INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 2.1 Note and Warrant Purchase Agreement by and between Dazzle Multimedia, Inc. and SCM Microsystems, Inc. dated December 30, 1998. 2.2 Secured Convertible Promissory Note; Dazzle Multimedia, Inc. promises to pay SCM Microsystems, Inc., $2,500,000 dated December 30, 1998. 2.3 Dazzle Multimedia, Inc. Common Stock Purchase Warrant between SCM Microsystems and Dazzle Multimedia, Inc., dated December 30, 1998 2.4 Secured Trade Facility agreement between Dazzle Multimedia, Inc. and SCM Microsystems, Inc. dated December 30, 1998. - 5 -