UNITED
STATES
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
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Date
of Report (Date of Earliest Event Reported):
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July
31, 2007
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-29440
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77-0444317
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(State
or other jurisdiction
of
incorporation)
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(I.R.S.
Employer
Identification
No.)
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Oskar-Messter-Str.
13, Ismaning, Germany,
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85737
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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+49
89 95 95 5000
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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:
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
July
31, 2007, SCM Microsystems, Inc. ("SCM") and its wholly-owned subsidiary SCM
Microsystems GmbH ("SCM GmbH" and, together with SCM and its other subsidiaries,
the "Company"), entered into an employment agreement with Felix Marx. Under
the
terms of the Employment Agreement, Mr. Marx will be appointed as Chief Executive
Officer of SCM and Managing Director of SCM GmbH, effective November 1, 2007.
The term of his employment is indefinite. During the first six months of his
employment the agreement can be terminated by either Mr. Marx or the Company
with three months’ notice effective to the end of a month. Thereafter, either
party may terminate the agreement with six months notice effective to the end
of
a month.
Since
2003, Felix Marx has held a variety of management positions with NXP
Semiconductors, a specialty semiconductor manufacturer founded by Philips that
provides solutions for mobile communications,
consumer electronics, security applications, contactless payment and
connectivity, and in-car entertainment and networking.
Most
recently, Mr. Marx has served as General Manager of NXP’s Near Field
Communication (“NFC”) business, which focuses on the use of contactless smart
card technology to enable devices
such as mobile phones to act as secure access and payment mechanisms. Prior
to
this, he served as General Manager of NXP’s Contactless & Embedded Security
business, where he was responsible for NXP’s smart card NFC and smart card
reader businesses. From 2002 to 2003, Mr. Marx was a consultant with Team
Training Austria, an executive leadership training firm in Vienna, Austria.
From
2000 to 2001, he served as Managing Director of Ericsson Ahead Communications,
an xDSL technology company formed through a management buyout from Ericsson
Telecom AB. From 1999 to 2000, Mr. Marx was Director of Sales, Multi Service
Access for Ericsson Austria AG. From 1987 to 1999, Mr. Marx held various sales,
marketing, product management and business line management positions in the
data
and voice networking sector with companies including Global One
Telecommunications and Ericsson. He holds a bachelor’s degree in engineering
from the Technical Academy in Vienna and a Master of Advanced Studies in
Knowledge Management from Danube University in Austria.
Mr.
Marx's base salary will be EUR 240,000 per year and he will be eligible to
earn
quarterly and annual bonuses under the Company's 2007 Executive Bonus Plan
(“the
2007 Plan”). Under the 2007 Plan, Mr. Marx will be eligible to receive
target-orientated
variable bonuses of up to 80% of his annual base salary, or EUR 192,000 per
year. Payments
under the 2007 Plan are based both on the achievement of quarterly operating
profit by the Company and on the achievement of aggregate annual operating
profit by the Company. In addition, under his Employment Agreement, Mr. Marx’s
bonus payments are also subject to an evaluation of his personal performance
and
other such criteria and targets that the Compensation Committee of the Board
of
Directors may determine from time to time. Targets
for Mr. Marx’s personal performance will be determined by the Compensation
Committee in consultation with Mr. Marx.
As
Mr.
Marx is joining SCM near the end of the Company’s fiscal year, under his
Employment Agreement, Mr. Marx’s potential bonus amount in fiscal 2007 will be
dependent only on the operating performance of the Company, and no personal
performance targets will be considered. He is eligible to receive a pro-rated
quarterly bonus for the fourth quarter of 2007 of 10% of his prorated annual
base salary if the Company realizes an operating profit for the quarter. He
is
also eligible to receive a pro-rated annual bonus between 20% and 40% of his
annual base salary, based on the Company realizing variable levels of operating
profit for fiscal 2007 as a whole. The total amount of bonus for which Mr.
Marx
is eligible in fiscal 2007 is EUR 32,000.
Subject
to approval by the Board of Directors of SCM, Mr. Marx also will be eligible
to
receive an option grant to purchase up to 60,000 shares of SCM common stock
under SCM’s existing 2000 Stock Plan or the Company’s proposed 2007 Stock
Incentive Plan, for which the Company plans to see stockholder approval at
its
next annual meeting. The exercise price of the options will be equal to the
closing price of SCM’s common stock, as quoted by the NASDAQ Stock Market, on
the date the grant of options is approved by the Board of
Directors.
In
addition, Mr. Marx will be provided with a company car that is of value and
type
equivalent to a BMW type 5, or an equivalent car allowance.
Item
9.01 Financial Statements and Exhibits.
A
copy of
the Employment Agreement between Felix Marx and SCM dated July 31, 2007 is
found
in Exhibit 10.1 hereto, which is incorporated herein by reference.
A
copy of
the press release containing the announcement of Mr. Marx's appointment as
Chief
Executive Officer of SCM is found in Exhibit 99.1 hereto, which is incorporated
herein by reference.
SIGNATURES
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.
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SCM
Microsystems, Inc.
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August
1, 2007
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By: |
/s/
Stephan Rohaly
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Name:
Stephan Rohaly
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Title:
Chief Financial Officer and Secretary
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Exhibit
No.
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Description
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10.1
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Employment
Agreement between Felix Marx
and SCM Microsystems GmbH dated
July 31, 2007.
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99.1
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Press
release dated August 1, 2007 announcing
the appointment of Felix Marx as
CEO of SCM Microsystems, Inc.
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