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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
JUNE 27, 2000
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
SCM MICROSYSTEMS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-22689 77-0444317
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
160 KNOWLES DRIVE
LOS GATOS, CA 95032
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 370-4888
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On June 27, 2000, SCM Microsystems, Inc., a Delaware corporation ("SCM" or
the "Registrant"), entered into an Agreement and Plan of Reorganization (the
"Agreement") with Microtech International, Inc., a Delaware corporation and
wholly-owned subsidiary of SCM ("Microtech Delaware"), Microtech International,
Inc., a Connecticut corporation and provider of Digital Photography solutions
("Microtech"), and Microtech shareholders for the purpose of merging Microtech
into SCM by way of merging Microtech with and into Microtech Delaware. Microtech
Delaware continues as the surviving corporation and as a wholly-owned subsidiary
of SCM.
Pursuant to the terms of the Agreement, SCM acquired all of the
outstanding capital stock of Microtech from its shareholders in exchange for the
issuance by SCM of cash and common stock shares of SCM, having a combined value
of up to $20 million (the "Merger Consideration"). The Merger Consideration
consisted of (i) 99,141 shares of SCM Common Stock having a total value of $7.5
million, based on the $75.65 average closing price for SCM Common Stock on the
NASDAQ for the ten trading days ending on and including June 9, 2000, and (ii)
$7.5 million in cash. An additional $5 million in performance related payments
may also be payable in equal portions of cash and SCM common stock. The cash
amounts paid to shareholders of Microtech were provided for from SCM's general
working capital.
The purchase price was paid to the shareholders of Microtech in proportion
to their holdings of capital stock of Microtech.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits.
2.1 Agreement and Plan of Reorganization by and among SCM
Microsystems Corporation, Microtech International Corporation,
a Delaware Corporation ("Microtech Delaware"), Microtech
International Corporation, a Connecticut Corporation
("Microtech"), and Shareholders of Microtech, dated as of June
27, 2000.
Certain exhibits and schedules to the Agreement are listed on
page (iii) thereto and the Registrant agrees to furnish them
supplementally to the Securities and Exchange Commission upon
request.
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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.
Dated: July 11, 2000
SCM MICROSYSTEMS, INC.
A Delaware Corporation
By: /s/ Andrew Warner
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Andrew Warner
Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
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EXHIBIT INDEX
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Exhibit Number Description of Exhibit
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2.1 Agreement and Plan of Reorganization by and among SCM
Microsystems Corporation, Microtech International Corporation,
a Delaware Corporation ("Microtech Delaware"), Microtech
International Corporation, A Connecticut Corporation
("Microtech"), and Shareholders of Microtech, dated as of June
27, 2000.
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