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): July 24, 2003
VASCO DATA SECURITY INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Delaware 000-24389 36-4169320
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(State or other juris- (Commission (IRS Employer
diction of 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)
Registrant's telephone number, including area code: (630) 932-8844
N/A
(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit
Number Description
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99.1 Press release, dated July 24, 2003, updating previously
released financial update of VASCO Data Security
International, Inc. for the second quarter ended June 30,
2003.
99.2 Text of script for July 24, 2003 Earnings Conference Call.
ITEM 9. REGULATION FD DISCLOSURE.
This Current Report on Form 8-K is being furnished pursuant to Item 12. See
"ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION" below.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On July 24, 2003, VASCO Data Security International, Inc. ("VASCO") issued a
press release updating the previously released financial update for the second
quarter ended June 30, 2003. The full text of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
On July 24, 2003, VASCO held a conference call with investors to discuss VASCO's
second quarter earnings and results of operations for the first six months of
2003. A script read by officers of VASCO during the conference call is furnished
as Exhibit 99.2 to this Current Report on Form 8-K.
The press release contains a reference to EBITDA and provides a reconciliation
of EBITDA to net income (loss) on the face of the Consolidated Statement of
Operations. EBITDA is used by management for comparisons to other companies
within our industry as an alternative to GAAP measures and is used by investors
and analysts in evaluating performance. EBITDA, which is earnings before
interest, taxes, depreciation and amortization, is computed by adding back net
interest expense, income tax expense, depreciation expense, and amortization
expense to net income as reported. EBITDA should be considered in addition to,
but not as a substitute for, other measures of financial performance reported in
accordance with accounting principles generally accepted in the United States.
EBITDA, as defined above, may not be comparable to similarly titled measures
reported by other companies.
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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.
Date: July 25, 2003 VASCO Data Security International, Inc.
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(Registrant)
By: /s/Clifford K. Bown
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Clifford K. Bown
Chief Financial Officer
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EXHIBIT INDEX
<Table>
<Caption>
Exhibit No. Description
- ----------- -----------
99.1 Press release, dated July 24, 2003, updating previously
released financial update of VASCO Data Security
International, Inc. for the second quarter ended June 30,
2003.
99.2 Text of script for July 24, 2003 Earnings Conference Call.
</Table>