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, 2005
VASCO DATA SECURITY INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Delaware 000-24389 36-4169320
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1901 South Meyers Road, Suite 210
Oakbrook Terrace, Illinois 60181
(Address of principal executive offices)
(630) 932-8844
(Registrant's telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 29, 2005, the Company entered into an employment agreement with Mr. John
Valcke, its President and Chief Operating Officer, effective as of January 1,
2005. This agreement replaces the previous agreement between the Company and Mr.
Valcke dated as of November 20, 2002. The term of the agreement commences as of
January 1, 2005 and continues until terminated as provided in the agreement.
Under the agreement, Mr. Valcke is to be paid an initial base salary of EURO
260,000 and incentive compensation of EURO 75,000. The Company has the right to
terminate Mr. Valcke's employment for any reason with or without cause. However,
if Mr. Valcke is terminated by the Company without Cause (as defined in the
agreement), or if Mr. Valcke terminates his employment with Good Reason (as
defined in the agreement), Mr. Valcke will be entitled to receive his base
salary and incentive compensation then in effect for 24 months from the date of
termination. If the Company terminates Mr. Valcke other than for Cause following
the occurrence of a Change in Control, or if Mr. Valcke terminates his
employment for Good Reason in the event of a Change in Control, Mr. Valcke will
also be entitled to receive his base salary and incentive compensation then in
effect for 24 months from the date of termination. In the event that Mr.
Valcke's employment is terminated either by the Company or by Mr. Valcke, a
non-compete period described in the agreement will commence. A copy of the
employment agreement is included as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed with this Current Report on Form 8-K:
(c) Exhibit No. Description
10.1 Employment Agreement by and between VASCO Data Security
International, Inc. and Jan Valcke effective as of
January 1, 2005.
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: June 30, 2005 VASCO Data Security International, Inc.
--------------------------------------------------
(Registrant)
By: /s/Clifford K. Bown
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Clifford K. Bown
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- --------------------------------------------------------------
10.1 Employment Agreement by and between VASCO Data Security
International, Inc. and Jan Valcke effective as of January 1,
2005.