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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): October 13, 1999
SCM MICROSYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE 000-22689 77-0444317
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation or organization)
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160 KNOWLES DRIVE, LOS GATOS, CA 95032
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(Address of principal executive offices of Registrant, including zip code)
(408) 364-8444
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(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
KPMG LLP has served as the independent accountants of SCM Microsystems,
Inc. (the "Company") since December 1996 and has advised the Company on
accounting and tax matters.
(a) Previous independent accountants.
(i) On October 6, 1999, KPMG LLP resigned as the Company's independent
accountants.
(ii) The reports of KPMG LLP on the financial statements of the Company
for each of the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) During the Company's two most recent fiscal years and through the
date of this Report, the Company has had no disagreements with KPMG
LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of KPMG LLP would
have caused it to make reference thereto in its report on the
financial statements of the Company for such years.
(iv) During the Company's two most recent fiscal years and through the
date of this Report, the Company has had no reportable events (as
defined in Item 304 (a)(1)(v) of Regulation S-K).
(v) The Company has requested that KPMG LLP furnish it with a letter
addressed to the Commission stating whether or not it agrees with the
above statements. A copy of such letter, dated October 13, 1999, is
filed as Exhibit 16.1 to this Form 8-K.
(b) New independent accountants.
(i) On October 6, 1999, the Board of Directors of the Company approved
the change in independent accountants and the appointment of Deloitte
& Touche LLP as the new principal independent accountant of the
Registrant.
ITEM 7. EXHIBITS.
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16.1 Letter from KPMG LLP to the Securities and Exchange Commission dated
October 13, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SCM MICROSYSTEMS, INC.
Dated: October 13, 1999 By: /s/ Andrew Warner
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Andrew Warner
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Description
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16.1 Letter from KPMG LLP re: change in certifying accountant.
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EXHIBIT 16.1
[Letterhead of KPMG LLP]
October 13, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal auditors for SCM Microsystems, Inc. and under
the date of February 23, 1999, we reported on the consolidated financial
statements of SCM Microsystems, Inc. and subsidiaries as of and for the years
ended December 31, 1998 and 1997. On October 6, 1999, we resigned. We have read
SCM Microsystems Inc.'s statements included under Item 4 of its Form 8-K dated
October 13, 1999, and we agree with such statements except that we are not aware
of the existence of a condition required to be reported under Item 304(a)(1)(v)
of Regulation S-K. Therefore, we take no position with respect to SCM
Microsystems, Inc.'s statement contained in paragraph (a)(iv) of Item 4. We are
also not in a position to agree or disagree with SCM Microsystems, Inc.'s
statement in Item 4(b) regarding the Company's Board of Directors approval of
the change in independent accountants and the appointment of Deloitte & Touche
LLP as the new principal independent accountants.
Very truly yours,
/s/ KPMG LLP
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KPMG LLP
