SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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 4, 2005
VASCO DATA SECURITY INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Delaware 000-24389 36-4169320
-------- --------- ----------
(State or otherjurisdiction (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 2 - FINANCIAL INFORMATION
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On February 4, 2005, pursuant to a Share Sale and Purchase Agreement by and
among VASCO Data Security International, Inc., A.O.S. Holding B.V., Filipan
Beheer B.V., Mr. Mladen Filipan and Pijnenburg Beheer N.V, VASCO completed its
acquisition of 100% of the issued share capital of A.O.S.- Hagenuk B.V., a
private limited liability company organized and existing under the laws of the
Netherlands.
On February 8, 2005, VASCO filed a Current Report on Form 8-K reporting that it
had completed the acquisition and that the financial statements and information
required under Item 9 would be filed not later than seventy one (71) calendar
days after the date that current report. This Amendment No. 1 to the Current
Report on Form 8-K contains the required financial statements and pro forma
financial information.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Audited financial statements of A.O.S.-Hagenuk B.V. at December 31,
2004, 2003 and 2002, and for each of the three years in the period
ended December 31, 2004, are attached as Exhibit 99.3 hereto.
(b) Unaudited consolidated pro forma balance sheet as of December 31,
2004 and the unaudited consolidated pro forma statement of operations
for the year then ended, including notes thereto, are attached as
Exhibit 99.4 hereto.
(c) Exhibits
Exhibit
Number Description
------- -----------
2.1 Share Sale and Purchase Agreement by and among
Vasco Data Security International, Inc., A.O.S.
Holding B.V., Filipan Beheer NV/Mr. Mladen Filipan,
and Pijnenburg Beheer NV, dated February 4, 2005. *
2.2 Consent of Berk Accountants en Belastingadviseurs
99.1 Press Release announcing the acquisition of
A.O.S.-Hagenuk dated February 8, 2005 *
99.2 Registration Rights Agreement by and among A.O.S.
Holding B.V., Filipan Beheer B.V., Mr. Mladen
Filipan, and Pijnenburg Beheer N.V., and VASCO Data
Security International, Inc., dated February 4,
2005. *
99.3 Financial Statements
99.4 Unaudited Pro Forma Financial Information
* Filed Previously.
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: April 20, 2005 VASCO Data Security International, Inc.
--------------------------------------------------
(Registrant)
By: /s/Clifford K. Bown
-------------------------------------
Clifford K. Bown
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
--------- -----------
2.1 Share Sale and Purchase Agreement by and among
Vasco Data Security International, Inc., A.O.S.
Holding B.V., Filipan Beheer NV/Mr. Mladen Filipan,
and Pijnenburg Beheer NV, dated February 4, 2005. *
2.2 Consent of Berk Accountants en Belastingadviseurs
99.1 Press Release announcing the acquisition of
A.O.S.-Hagenuk dated February 8, 2005 *
99.2 Registration Rights Agreement by and among A.O.S.
Holding B.V., Filipan Beheer B.V., Mr. Mladen
Filipan, and Pijnenburg Beheer N.V., and VASCO Data
Security International, Inc., dated February 4,
2005. *
99.3 Financial Statements
99.4 Unaudited Pro Forma Financial Information
* Filed Previously.