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): April 21, 2005
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)
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))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 21, 2005, VASCO Data Security International, Inc. (VASCO) issued a
press release providing a financial update for the first quarter ended March 31,
2005. The full text of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
On April 21, 2005, VASCO held a conference call with investors to discuss
VASCO's first quarter earnings and results of operations for the first three
months of 2005. 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 and the comments by VASCO during the conference call contained
a non-GAAP financial measure within the meaning of the Securities and Exchange
Commission's Regulation G. For purposes of Regulation G, a non-GAAP financial
measure is a numerical measure of a registrant's historical or future financial
performance, financial position or cash flows that excludes amounts, or is
subject to adjustments that have the effect of excluding amounts, that are
included in the most directly comparable measure calculated and presented in
accordance with GAAP in the statement of income, balance sheet or statement of
cash flows (or equivalent statements) of the issuer; or includes amounts, or is
subject to adjustments that have the effect of including amounts, that are
excluded from the most directly comparable measure so calculated and presented.
The press release contained a reference to EBITDA from continuing operations and
provided 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 VASCO for comparisons to other companies within
its 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.
The information in this report shall not be treated as "filed" for purposes of
the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a
filing.
ITEM 7.01 REGULATION FD DISCLOSURE
Copies of analyst presentation materials are being furnished as Exhibit 99.3 to
this Current Report on Form 8-K. This information shall not be treated as
"filed" for purposes of the Securities Exchange Act of 1934, as amended, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such a filing.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit
Number Description
--------- -----------
99.1 Press release, dated April 21, 2005, providing financial
update of VASCO Data Security International, Inc. for
the first quarter ended March 31, 2005.
99.2 Text of script for April 21, 2005 Earnings Conference
Call.
99.3 Investor analysts' presentations dated April 21, 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: April 21, 2005 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
Exhibit No. Description
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99.1 Press release, dated April 21, 2005, announcing financial
update of VASCO Data Security International, Inc. for the
first quarter ended March 31, 2005.
99.2 Text of script for April 21, 2005 Earnings Conference
Call.
99.3 Investor analysts presentations dated April 21, 2005
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