UNITED STATES
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): May 4, 2009
SCM Microsystems, Inc.
(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
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(Commission
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(I.R.S. Employer |
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File Number)
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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) |
Registrant’s telephone number, including area code: +49 89 95 95 5000
Not Applicable
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Forward Looking Statements
Statements and other information included in or incorporated into this Current Report on Form 8-K/A
that are not historical facts, including certain estimates and assumptions used by SCM
Microsystems, Inc.’s (“SCM” or the “Company”) management, may constitute forward-looking
statements. Forward-looking statements are subject to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that
could cause actual results and events to differ materially. For a discussion of further risks and
uncertainties related to the Company’s business, please refer to our public company reports and the
Risk Factors enumerated therein, including our Annual Report on Form 10-K for the year ended
December 31, 2008, filed with the Securities and Exchange Commission on March 31, 2009. The
Company undertakes no duty to update any forward-looking statement to reflect any change in the
Company’s expectations or any change in events, conditions or circumstances on which any such
statements are based.
Item 2.01 Completion of Acquisition or Disposition of Assets
On May 4, 2009, the Company filed a Current Report on Form 8-K (the “Initial Form 8-K) reporting
the completion of its acquisition of Hirsch Electronics Corporation (“Hirsch”). This Current
Report on Form 8-K/A amends and supplements the Initial Form 8-K to include pro forma financial
information required by Item 9.01(b) of Form 8-K. The information previously reported in the
Initial Form 8-K is hereby incorporated by reference into this Current Report on Form 8-K/A.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December
31, 2008 and Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2008, are
hereby filed as Exhibit 99.1 to this amended Current Report on Form 8-K/A.
(d) Exhibits.
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Description |
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99.1
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Unaudited Pro Forma Condensed Combined Financial Information
for SCM Microsystems, Inc. and Hirsch Electronics Corporation |