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): February 12, 2004
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)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description
------ --------------------------------------------------------
99.1 Press release, dated February 12, 2004, providing
financial update of VASCO Data Security International,
Inc. for the fourth quarter and full year December 31,
2003.
99.2 Text of script for February 12, 2004 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 February 12, 2004, VASCO Data Security International, Inc. (VASCO) issued a
press release providing a financial update for the fourth quarter and full year
ended December 31, 2003. The full text of the press release is attached as
Exhibit 99.1 to this Report.
On February 12, 2004, VASCO held a conference call with investors to discuss
VASCO's fourth quarter earnings and results of operations for the twelve 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 from continuing operations and
provides a reconciliation of EBITDA from continuing operations to net income
(loss) from continuing operations 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: February 12, 2004 VASCO Data Security International, Inc.
---------------------------------------
(Registrant)
By: /s/Clifford K. Bown
--------------------------------
Clifford K. Bown
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press release, dated February 12, 2004, announcing financial
update of VASCO Data Security International, Inc. for the fourth
quarter and full year ended December 31, 2003.
99.2 Text of script for February 12, 2004 Earnings Conference
Call.
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