<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SCM MICROSYSTEMS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 77-044-4317
- --------------------------------------------------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
131 Albright Way, Los Gatos, CA 95030
- --------------------------------------------------------------------------------
(Address of principal executive offices) (ZIP Code)
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES PURSUANT TO
SECTION 12(b) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO GENERAL
INSTRUCTION A.(c), PLEASE CHECK THE FOLLOWING BOX. [ ]
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES PURSUANT TO
SECTION 12(g) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO GENERAL
INSTRUCTION A.(d), PLEASE CHECK THE FOLLOWING BOX. [ X ]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES (IF
APPLICABLE): 333-29073
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
<S> <C>
None
- ------------------------------------- ------------------------------
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $0.001 per share
- --------------------------------------------------------------------------------
(Title of class)
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference to the "Description of Capital Stock" section
of the Registrant's prospectus to be filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities Act.
Such prospectus shall be deemed to be incorporated by reference into
the Registrant's Registration Statement on Form S-1 (File No.
333-29073), as amended.
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration
statement:
3.1(1) Third Amended and Restated Certificate of Incorporation.
3.2(1) Form of Fourth Amended and Restated Certificate of Incorporation
to be effective upon the completion of the offering.
3.3(1) Bylaws, as amended.
4.1(2) Form of Common Stock Certificate.
- --------
1 Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-29073), filed on June 12, 1997.
2 Incorporated by reference to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (File No. 333-29073), filed on
August 25, 1997.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Dated: September 5, 1997 SCM Microsystems, Inc.
By: /s/ Steven Humphreys
_______________________________
Steven Humphreys
Chief Executive Officer
-3-
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.1(1) Third Amended and Restated Certificate of Incorporation.
3.2(1) Form of Fourth Amended and Restated Certificate of
Incorporation to be effective upon the completion of the
offering.
3.3(1) Bylaws, as amended.
4.1(2) Form of Common Stock Certificate.
</TABLE>
- --------
1 Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-29073), filed on June 12, 1997.
2 Incorporated by reference to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (File No. 333-29073), filed on
August 25, 1997.
-4-
