<PAGE> 1
As filed with the Securities and Exchange Commission on July 25, 2000
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
SCM MICROSYSTEMS, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 77-0444317
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
SCM MICROSYSTEMS, INC.
160 KNOWLES DRIVE
LOS GATOS, CA 95032
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
----------------------
1997
STOCK PLAN
(FULL TITLE OF THE PLAN)
----------------------
ANDREW WARNER
CHIEF FINANCIAL OFFICER
SCM MICROSYSTEMS, INC.
160 KNOWLES DRIVE
LOS GATOS, CA 95032
(408) 370-4888
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
----------------------
Copy to:
KURT J. BERNEY, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
<TABLE>
<CAPTION>
========================================================================================================
CALCULATION OF REGISTRATION FEE
========================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE FEE
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value, to be 916,667(1) $47.45 (1)$43,495,850 $11,483
issued under the 1997 Stock Plan 305,066(2) $59.38 (2)$18,114,819 $ 4,782
TOTAL: 1,221,733 $61,610,669 $16,265
========================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on the weighted average exercise
price of the outstanding options as of July 24, 2000.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based on the price of $59.38 per share,
which was the average of the high and low price per share of the Common
Stock as reported on the Nasdaq National Market on July 21, 2000.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 (the "Registration Statement") is
being filed for the purpose of registering an additional 1,221,733 shares of
Common Stock, par value $.001 per share (the "Common Stock"), of SCM
Microsystems, Inc., a Delaware corporation (the "Registrant"), to be issued
pursuant to the Registrant's 1997 Stock Plan and its sub-plan, the 1997 Stock
Option Plan for French Employees (collectively known as the "Plan"). The Common
Stock represents a 421,733 share annual increase pursuant to Section 3 of the
Plan and a 800,000 share increase approved by the board of directors and
stockholders of the Registrant. The Registrant's Registration Statement on Form
S-8 (Commission File No. 333-45789), previously filed with the securities and
Exchange Commission (the "Commission") on February 6, 1998, relating to the Plan
is incorporated herein by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference into this Registration
Statement the following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K, as amended for the year
ended December 31, 1999, filed with the Commission pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) The Registrant's Quarterly Report on Forms 10-Q for the quarterly
period ended March 31, 2000, filed with the Commission pursuant to
Section 13(a) of the Exchange Act;
(c) The description of the Registrant's Common Stock to be offered hereby
contained in the Registrant's Registration Statement on Form 8-A,
filed with the Commission on October 7, 1997 pursuant to Section 12 of
the Exchange Act;
(d) The Registrant's Current Reports on Forms 8-K, filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act on
October 13, 1999, July 15, 1999, as amended on September 30, 1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation, as amended and restated,
limits the liability of directors to the maximum extent permitted by Delaware
law. Delaware law provides that directors of a corporation will not be
personally liable for monetary damages for breach of their fiduciary duties as
directors except for liability arising out of: (i) a breach of their duty of
loyalty to the corporation or its stockholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law;
or (iv) any transaction from which the director derived an improper personal
benefit.
The Registrant's charter documents provide that the Registrant shall
indemnify its officers, directors and agents to the fullest extent permitted by
law, including those circumstances where indemnification would otherwise be
discretionary. The Registrant believes that indemnification under its charter
documents covers at least negligence and gross negligence on the part of
indemnified parties. The Registrant has entered into indemnification agreements
with each of its directors and officers which may, in some cases, be broader
than the specific indemnification provisions contained in the Delaware General
Corporation Law. The indemnification agreements may require the Registrant,
among other things, to indemnify each director and officer against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature) and to advance such persons' expenses incurred as a result of any
proceeding against him or her as to which such person could be indemnified.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<S> <C>
*4.1 1997 Stock Plan and Form of Agreement
*4.2 1997 Stock Option Plan for French Employees
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
23.2 Consent of KPMG LLP, Independent Auditors
23.3 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (See Registration Statement Signature Page)
</TABLE>
* Incorporated by reference from the Registrant's Registration statement on
Form S-1 (Commission File No. 333-29073), declared effective by the
Commission on October 7, 1997.
ITEM 9. UNDERTAKINGS
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of
II-2
<PAGE> 4
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference into this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Gatos, State of California, on July 25, 2000.
SCM Microsystems, Inc.
By: /s/ Andrew Warner
-------------------------------------
Andrew Warner
Chief Financial Officer
II-4
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven Humphreys and Andrew Warner,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
-------------------------------- ----------------------------------- -------------
<S> <C> <C>
/s/ Robert Schneider Chief Executive Officer (Principal July 25, 2000
-------------------------------- Executive Officer) and Director
Robert Schneider
/s/ Andrew Warner Vice President, Finance, and Chief July 25, 2000
-------------------------------- Financial Officer
Andrew Warner
/s/ Steven Humphreys Chairman of the Board July 25, 2000
--------------------------------
Steven Humphreys
/s/ BERND MEIER President, Chief Operations Officer July 25, 2000
-------------------------------- and Director
Bernd Meier
/s/ FRIEDRICH BORNIKOEL Director July 25, 2000
--------------------------------
Friedrich Bornikoel
/s/ POH CHUAN NG Director July 25, 2000
--------------------------------
Poh Chuan Ng
/s/ ANDREW VOUGHT Director June 25, 2000
--------------------------------
Andrew Vought
/s/ OYSTEIN LARSEN Director July 25, 2000
--------------------------------
Oystein Larsen
</TABLE>
II-5
<PAGE> 7
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
*4.1 1997 Stock Plan and Form of Agreement
*4.2 1997 Stock Option Plan for French Employees
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
23.2 Consent of KPMG LLP, Independent Auditors
23.3 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (See Registration Statement Signature Page)
</TABLE>
* Incorporated by reference from the Registrant's Registration statement on
Form S-1 (Commission File No. 333-29073), declared effective by the
Commission on October 7, 1997.
