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): December 21, 2009
(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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1900-B Carnegie Avenue,
Santa Ana, California
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92705 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (949) 250-8888
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)
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 8.01. Other Events.
On December 21, 2009, SCM Microsystems, Inc. (SCM) issued a press release in which it announced
that its stockholders had approved a proposal to issue shares of SCM common stock in connection
with SCMs proposed business combination with Bluehill ID AG
(Bluehill ID), pursuant to the
Business Combination Agreement between SCM and Bluehill ID dated September 20, 2009. A copy of the
press release announcing the SCM stockholder approval of the proposal is filed as Exhibit 99.1
hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit |
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Description |
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99.1
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Press Release issued on December 21, 2009 |