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As filed with the Securities and Exchange Commission on December 14, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SCM MICROSYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0444317
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
47211 BAYSIDE PARKWAY
FREMONT, CA 94538
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SCM 2000 NONSTATUTORY STOCK OPTION PLAN
L.A. VISION, INC. 1997 STOCK OPTION PLAN
DAZZLE MULTIMEDIA, INC. 1998 STOCK PLAN
DAZZLE MULTIMEDIA, INC. 2000 STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
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ANDREW WARNER
CHIEF FINANCIAL OFFICER
SCM MICROSYSTEMS, INC.
47211 BAYSIDE PARKWAY
FREMONT, CA 94538
510-360-2708
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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Copy to:
KURT J. BERNEY, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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MAXIMUM PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE PRICE FEE
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
<S> <C> <C> <C> <C>
SCM 2000 Nonstatutory Stock Option Plan 750,000 shares $ 35.5625 (2) $ 26,671,875.00 $ 7,041.38
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
L.A. Vision, Inc. 1997 Stock Option Plan 10,778 shares $ 3.8966 (3) $ 41,997.56 $ 11.09
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Dazzle Multimedia, Inc. 1998 Stock Plan 41,414 shares $ 3.0939 (3) $ 128,130.78 $ 33.83
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Dazzle Multimedia, Inc. 2000 Stock Option Plan 147,192 shares $ 12.9795 (3) $ 1,910,478.56 $ 504.37
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TOTAL 949,384 shares $ 28,752,481.90 $ 7,590.67
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(1) Solely for the purpose of calculating the registration fee, the maximum
number of shares to be registered under this Registration Statement
includes four subtotals, three of which relate to outstanding options that
have not been exercised under Dazzle Multimedia, Inc.'s option plans and
assumed option plans. Shares underlying Dazzle Multimedia, Inc. and L.A.
Vision, Inc. options have been converted to SCM shares based on an exchange
ratio of 0.064159.
(2) The Proposed Maximum Offering Price Per Share is calculated pursuant to
Rule 457(c) under the Securities Act of 1933 (the "Act"), and as such, is
based upon the average of the high and low prices of the Company's Common
Stock as reported on the Nasdaq National Market System within five (5)
business days of the file date of this Registration Statement. On December
7, 2000, the average of the high and low prices of the Company's Common
Stock was $35.5625.
(3) The Proposed Maximum Offering Price Per Share is calculated pursuant to
Rule 457(h) under the Act, and as such, is based upon the weighted average
exercise price of the shares subject to all outstanding options under the
plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
SCM Microsystems, Inc. ("SCM") hereby incorporates by reference in this
registration statement the following documents:
(a) SCM's Annual Report on Form 10-K, as amended, for the fiscal year
ended December 31, 1999, filed with the Commission on May 1, 2000
pursuant to Section 13(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) SCM's Quarterly Reports on Forms 10-Q for the quarterly periods
ended March 31, 2000, June 30, 2000 and September 30, 2000, filed
with the Commission on May 15, 2000, August 10, 2000, and November
14, 2000, respectively, pursuant to Section 13 or 15(d) of the
Exchange Act.
(c) SCM's Current Report on Form 8-K, filed with the Commission on
July 11, 2000 pursuant to Section 13 or 15(d) of the Exchange Act.
(d) SCM's Definitive Proxy Statement on Schedule 14A, filed with the
Commission on June 21, 2000 pursuant to Section 14(a) of the
Exchange Act; and
(e) The description of SCM's Common Stock to be offered hereby
contained in SCM's Registration Statement on Form 8-A, filed with
the Commission on September 5, 1997 pursuant to Section 12 of the
Exchange Act.
All documents subsequently filed by SCM 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 in 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.
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
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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>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 SCM 2000 Nonstatutory Stock Option Plan and Form of Agreement
4.2 L.A. Vision, Inc. 1997 Stock Option Plan
4.3 Dazzle Multimedia, Inc. 1998 Stock Plan
4.4 Dazzle Multimedia, Inc. 2000 Stock Option Plan
5.1 Opinion of counsel as to legality of securities being registered
23.1 Independent Auditors' Consent
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see Registration Statement Signature Page)
</TABLE>
Item 9. Undertakings.
(a) Rule 415 Offering.
SCM 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 distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
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(2) That, for the purpose of determining any liability under 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.
(b) Filing Incorporating Subsequent Exchange Act Documents by
Reference.
SCM hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of SCM'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 in the 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.
(c) Request for Acceleration of Effective Date or Filing of
Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of SCM pursuant to the foregoing provisions, or otherwise, SCM has been advised
that in the opinion of the SEC 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 SCM of expenses incurred or paid by a director, officer or
controlling person of SCM 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, SCM 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 Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 this 13 day
of December, 2000.
SCM Microsystems, Inc.
By: /s/ Andrew Warner
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Andrew Warner
Chief Financial Officer
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, as his attorney-in-fact, each with full 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 date indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Robert Schneider Chief Executive Officer (Principal Executive December 13, 2000
---------------------------------------- Officer) and Director
Robert Schneider
/s/ Andrew Warner Vice President, Finance, and Chief Financial Officer December 13, 2000
---------------------------------------- (Principal Financial and Accounting Officer)
Andrew Warner
Chairman of the Board of Directors
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Steven Humphreys
/s/ Bernd Meier President, Chief Operations Officer, and Director December 13, 2000
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Bernd Meier
Director
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Friedrich Bornikoel
Director
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Simon Turner
/s/ Ng Poh Chuan Director December 13, 2000
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Ng Poh Chuan
/s/ Andrew Vought Director December 13, 2000
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Andrew Vought
/s/ Oystein Larsen Director December 13, 2000
----------------------------------------
Oystein Larsen
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 SCM 2000 Nonstatutory Stock Option Plan and Form of Agreement
4.2 L.A. Vision, Inc. 1997 Stock Option Plan
4.3 Dazzle Multimedia, Inc. 1998 Stock Plan
4.4 Dazzle Multimedia, Inc. 2000 Stock Option Plan
5.1 Opinion of counsel as to legality of securities being registered
23.1 Independent Auditors' Consent
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see Registration Statement Signature Page)
</TABLE>
