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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):
March 29, 2001
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VASCO DATA SECURITY INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-24389 36-4169320
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(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1901 South Meyers Road, Suite 210
Oakbrook Terrace, Illinois 60181
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(Address of principal executive offices) (Zip Code)
(630) 932-8844
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(Registrant's telephone number)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 29, 2001, VASCO Data Security, Inc. ("Subsidiary"), a wholly-owned
subsidiary of VASCO Data Security International, Inc. ("VASCO"), acquired more
than 90 percent of the outstanding capital stock of Identikey Limited
("Identikey"), pursuant to the terms of a Share Purchase Agreement (the
"Purchase Agreement") between Subsidiary, VASCO, Identikey and certain
shareholders of Identikey (the "Shareholders").
Under the terms of the Purchase Agreement, which is filed herewith as
Exhibit 2.1 and is incorporated herein by reference, Subsidiary purchased
100,500,000 shares of Identikey's capital stock from the Shareholders in
exchange for an aggregate of 366,913 shares of VASCO's common stock (the "Common
Stock"). The Shareholders are also eligible to receive a contingent earn out
payment in the form of Common Stock as specified in the Purchase Agreement.
The transaction will be accounted for utilizing the purchase method and is
intended to qualify, for federal income tax purposes, as a tax-free
reorganization.
VASCO issued a press release announcing the transaction on April 4, 2001,
which is filed herewith as Exhibit 2.2 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) The financial statements of Identikey will be filed by amendment not
later than 60 days from the date hereof.
(b) The pro forma financial information of Identikey will be filed by
amendment not later than 60 days from the date hereof.
(c) Exhibits.
2.1 Share Purchase Agreement dated March 29, 2001, by and among VASCO
Data Security, Inc., VASCO Data Security International, Inc.,
Identikey Limited and certain shareholders of Identikey Limited.
2.2 Press release of VASCO Data Security International, Inc. dated
April 4, 2001.
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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 thereunto duly authorized.
Date: March 29, 2000 VASCO Data Security International, Inc.
/s/ Dennis D. Wilson
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By: Dennis D. Wilson
Title: Chief Financial Officer
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EXHIBIT INDEX
2.1 Share Purchase Agreement dated March 29, 2001, by and among VASCO Data
Security, Inc., VASCO Data Security International, Inc., Identikey
Limited and certain shareholders of Identikey Limited.
99.1 Press release of VASCO Data Security International, Inc. dated
April 4, 2001.