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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
Date of Report (Date of Earliest Event Reported): September 20, 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 |
of incorporation)
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File Number)
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Identification No.) |
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Oskar-Messter-Str. 13, Ismaning, |
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Germany,
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85737 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants 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:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ 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 1.01 Entry into a Material Definitive Agreement.
On September 20, 2009, SCM Microsystems, Inc. (SCM or the Company) entered into a Business
Combination Agreement (the Business Combination Agreement) with Bluehill ID AG (Bluehill ID), a
stock corporation incorporated in Switzerland, to combine their respective companies. The Business
Combination Agreement provides for, among other things, the Company to make an offer to the
Bluehill ID shareholders to acquire all of the Bluehill ID shares (the Offer), and the issuance
of shares of SCMs common stock to Bluehill ID shareholders who accept the Offer. Shareholders of
Bluehill ID who accept and tender their shares in the Offer are expected to receive 0.52 shares of
SCMs common stock for every one share of Bluehill ID. If all of the Bluehill ID shareholders
accept the offer and SCM acquires 100% of the outstanding Bluehill ID shares, approximately 60% of
the outstanding shares of the combined company would be held by the current SCM stockholders and
approximately 40% of the outstanding shares of the combined company would be held by the current
Bluehill ID shareholders. The Offer and other transactions contemplated by the Business
Combination Agreement are subject to the satisfaction of several conditions, including the filing
with the Securities and Exchange Commission (SEC) of a Registration Statement on Form S-4, which
will include a proxy statement relating to a special meeting of the SCM stockholders to approve the
issuance of the shares in connection with the Offer, the declaration of the Registration
Statements effectiveness by the SEC, the filing of a prospectus which satisfies the requirements
of the German Securities Prospectus Act (the German Prospectus) with the German Federal Financial
Supervisory Authority (BaFin), the approval of the German Prospectus by BaFin, the approval of
the SCM stockholders of the Offer and the issuance of the shares in connection with the Offer, the
approval for the listing of the shares on NASDAQ, and that at least 75% of the outstanding Bluehill
ID shares are tendered in accordance with the terms of the Offer.
The foregoing description of the Business Combination Agreement does not purport to be
complete, and is qualified in its entirety by reference to the Business Combination Agreement, a
copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by this reference. Certain
exhibits and schedules referenced in the Business Combination Agreement have been omitted in
accordance with Item 601 of Regulation S-K. A copy of any omitted exhibit or schedule will be
furnished supplementally to the SEC upon request. The attached Business Combination Agreement is
not in any way intended as a document for investors to obtain factual information about the current
state of affairs of SCM. Such information can be found in SCMs reports filed with the SEC
pursuant to the Securities Exchange Act of 1934, as amended. The Business Combination Agreement
contains certain representations and warranties made by SCM and Bluehill ID which are used as a
tool to allocate risks between the parties where the parties do not have complete knowledge of all
facts. Accordingly, investors should not rely on the representations and warranties as
characterizations of the actual state of facts or condition of SCM or Bluehill ID.
A copy of the press release announcing the execution of the Business Combination Agreement is
attached as Exhibit 99.1 hereto and is incorporated herein by this reference.
Forward-Looking Statements
This Current Report and the exhibits attached herewith contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, regarding the proposed combination with Bluehill ID
and the issuance of the shares of the Companys common stock to shareholders of Bluehill ID who
accept the Offer, and the risks and uncertainties related to the occurrence of future events.
These forward-looking statements are based on managements current expectations, assumptions,
estimates and projections. Certain factors that could cause actual events not to occur as
expressed in the forward-looking statement include, but are not limited to, (i) the failure to
obtain the necessary approval of SCMs stockholders, and (ii) the occurrence of a Termination
Event, as such term is defined in the Business Combination Agreement. Other potential risks and
uncertainties are discussed in SCMs reports and other documents filed with the SEC from time to
time. SCM assumes no obligation to update the forward-looking information. Such forward-looking
statements are based upon many estimates and assumptions and are inherently subject to significant
economic and competitive uncertainties and contingencies, many of which are beyond the control of
SCMs management. Inclusion of such forward-looking statements herein should not be regarded as a
representation by SCM that the statements will prove to be correct.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
This communication is being made in respect of the proposed business combination involving SCM and
Bluehill ID. In connection with the proposed transaction, SCM plans to file with the SEC a
Registration Statement on Form S-4 that will include a proxy statement relating to a special
meeting of its stockholders to approve the issuance of the shares to shareholders of Bluehill ID
who accept the Offer, as well as other documents regarding the proposed transaction. SCM will mail
the definitive proxy statement to its stockholders. SECURITY HOLDERS OF SCM ARE URGED TO READ THE
REGISTRATION STATEMENT, PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC REGARDING THE
PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT SCM AND THE PROPOSED TRANSACTION.
In addition to the documents described above, SCM files annual, quarterly and current reports,
proxy statements and other information with the SEC. Security holders will be able to obtain free
copies of the Registration Statement and the proxy statement (when available) and other documents
filed by SCM with the SEC at the SECs website at www.sec.gov or at SCMs website at
www.scmmicro.com.
THIS COMMUNICATION IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY
JURISDICTION IN WHICH SUCH SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH JURISDICTION.
SCM and its directors and executive officers and other persons may be deemed to be participants in
the solicitation of proxies from SCM stockholders in respect of the proposed transaction. A
description of direct and indirect interests, by security holdings or otherwise, of the SCM
directors and executive officers is set forth in SCMs proxy statement for its 2009 annual
meeting, which was filed with the SEC on September 10, 2009. Additional information regarding the
persons who may, under the rules of the SEC, be considered participants in the solicitation of
proxies in connection with the proposed combination and a description of their interests will be
contained in the definitive proxy statement relating to the SCM special meeting of its stockholders
to approve the issuance of the shares to shareholders of Bluehill ID who accept the Offer and in
other relevant materials filed with the SEC. You can obtain free copies of these documents from
SCM at SCMs website at www.scmmicro.com when they become available.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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Exhibit |
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Description |
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2.1 |
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Business Combination Agreement, dated September 20, 2009 |
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99.1 |
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Press Release issued on September 21, 2009 |
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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September 21, 2009 |
By: |
/s/ Stephan Rohaly
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Stephan Rohaly |
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Chief Financial Officer and Secretary |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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2.1 |
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Business Combination Agreement, dated September 20, 2009 |
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99.1 |
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Press release issued by SCM on September 21, 2009 |