================================================================================ 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 August 9, 2001 ------------------------ Date of Report (Date of earliest event reported) VASCO DATA SECURITY INTERNATIONAL, INC. ------------------------ (Exact name of registrant as specified in its charter) Delaware 000-24389 36-4169320 -------- --------- ---------- (State or other (Commission (IRS Employer jurisdiction of File No.) Identification Incorporation No.) 1901 South Meyers Road, Suite 210 Oakbrooke Terrace, Illinois 60181 --------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 610-932-8844 ----------------------- Not applicable ----------------------- Former name or former address, if changed since last report) ================================================================================ Item 5. Other Events. The Registrant issued the accompanying press release dated August 9, 2001, announcing that it had signed an agreement with Artesia Bank, Brussels, Belgium, to revise the terms of the Registrant's outstanding $3.4 million convertible loan with Artesia. Under its revised terms, the loan will now be convertible into shares of VASCO common stock at the fixed conversion rate of $7.50 per share rather than a floating rate based on the market price of the VASCO common stock. The maturity date of the convertible loan is September 30, 2003, and the interest rate is 6%. Item 7. Financial Statements and Exhibits. Exhibit No. Description - ----------- -------------------------------------------------------------- 4.9 Amended and Restated Convertible Loan Agreement dated August 7, 2001, by and between ARTESIA BANKING CORPORATION SA and VASCO DATA SECURITY [EUROPE] NV and VASCO DATA SECURITY INTERNATIONAL, INC. and MR. T. KENDALL HUNT 99.1 Press Release dated August 9, 2001. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. VASCO DATA SECURITY INTERNATIONAL, INC. By: /s/ DENNIS D. WILSON ----------------------------------- Vice President and Chief Financial Officer Dated: August 9, 2001 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- 4.9 Amended and Restated Convertible Loan Agreement dated August 7, 2001, by and between Artesia Banking Corporation Sa and Vasco Data Security [Europe] Nv and Vasco Data Security International, Inc. and Mr. T. Kendall Hunt 99.1 Press Release dated August 9, 2001.