<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________TO
__________
Commission file number 000-24389
VASCO DATA SECURITY INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-4169320
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1901 SOUTH MEYERS ROAD, SUITE 210
OAKBROOK TERRACE, ILLINOIS 60181
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (630) 932-8844
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------ -------
As of June 30, 2000, 27,341,222 shares of the Company's Common Stock,
$.001 par value per share ("Common Stock"), were outstanding.
<PAGE> 2
VASCO DATA SECURITY INTERNATIONAL, INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED JUNE 30, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE NO.
<S> <C> <C>
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets as of
December 31, 1999 and June 30, 2000 (Unaudited)........................................ 3
Consolidated Statements of Operations (Unaudited)
for the three and six months ended June 30, 1999 and 2000.............................. 4
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
for the three and six months ended June 30, 1999 and 2000...............................5
Consolidated Statements of Cash Flows (Unaudited)
for the three and six months ended June 30, 1999 and 2000.............................. 6
Notes to Consolidated Financial Statements............................................. 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................................. 7
Item 3. Quantitative and Qualitative Disclosures about Market Risk............................ 11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K...................................................... 12
SIGNATURES..................................................................................... 13
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
VASCO DATA SECURITY INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, June 30,
1999 2000
---- ----
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 2,576,494 $ 1,684,167
Accounts receivable, net of allowance for doubtful accounts
of $120,216 and $150,480 in 1999 and 2000, respectively 2,871,367 3,857,825
Inventories, net 805,382 937,781
Prepaid expenses 157,620 153,686
Deferred income taxes 83,000 83,000
Other current assets 925,334 701,757
------------- -------------
Total current assets 7,419,197 7,418,216
Property and equipment
Furniture and fixtures 1,246,555 1,352,002
Office equipment 1,013,870 1,167,310
------------- -------------
2,260,425 2,519,312
Accumulated depreciation (1,070,046) (1,151,665)
------------- -------------
1,190,379 1,367,647
Goodwill and other intangibles, net of accumulated amortization of
$3,134,000 and $3,428,555 in 1999 and 2000, respectively 1,989,960 1,628,169
Prepaid royalties and other assets 1,718,493 1,728,256
------------- -------------
TOTAL ASSETS $ 12,318,029 $ 12,142,288
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Current portion of long-term debt $ 639,322 $ 261,542
Accounts payable 2,020,465 1,831,399
Unearned income 667,501 1,162,731
Accrued expenses 1,618,739 2,083,057
------------- -------------
Total current liabilities 4,946,027 5,338,729
Long-term debt, including stockholder note of $5,000,000 and $0
in 1999 and 2000, respectively 8,408,862 3,839,451
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.01 par value; 500,000 shares authorized; none
issued and outstanding - -
Common stock, $.001 par value - 75,000,000 shares authorized; 26,462,083
and 27,341,222 shares issued and outstanding in 1999 and 2000,
respectively 26,462 27,341
Additional paid-in capital 20,702,387 26,966,738
Accumulated deficit (21,873,340) (23,938,126)
Accumulated other comprehensive income-
Cumulative translation adjustment 107,631 (91,845)
------------ -------------
Total stockholders' equity (deficit) (1,036,860) 2,964,108
------------ -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 12,318,029 $ 12,142,288
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
VASCO DATA SECURITY INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1999 2000 1999 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net revenues $ 5,333,953 $ 6,460,677 $10,152,207 $12,056,127
Cost of goods sold 1,807,037 2,373,368 3,696,838 4,279,846
----------- ----------- ----------- -----------
Gross profit 3,526,916 4,087,309 6,455,369 7,776,281
Operating costs:
Sales and marketing 1,397,459 2,045,317 2,800,119 4,207,896
Research and development 742,230 926,483 1,718,728 1,868,089
General and administrative 817,456 1,273,563 1,756,182 2,435,146
----------- ----------- ----------- -----------
Total operating costs 2,957,145 4,245,363 6,275,029 8,511,131
----------- ----------- ----------- -----------
Operating income (loss) 569,771 (158,054) 180,340 (734,850)
Interest expense (196,461) (49,822) (424,361) (212,734)
Other expense, net (349,308) (1,024,474) (409,987) (1,079,944)
----------- ----------- ----------- -----------
Income (loss) before income taxes 24,002 (1,232,350) (654,008) (2,027,528)
Provision (benefit) for income taxes 56,862 17,718 361,043 37,258
----------- ----------- ----------- -----------
Net loss (32,860) (1,250,068) $(1,015,051) (2,064,786)
=========== =========== ============ ===========
Basic and diluted net loss per common
Share $ (0.00) (0.05) (0.05) (0.08)
=========== =========== ============ ===========
Weighted average common shares
Outstanding 26,049,770 27,268,903 22,538,597 27,030,247
=========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
VASCO DATA SECURITY INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
1999 2000 1999 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net loss $(32,860) $(1,250,068) $(1,015,051) $(2,064,786)
Other comprehensive income (loss) -
cumulative translation adjustment 233,934 (93,728) 99,965 (199,476)
----------- ----------- ----------- -----------
Comprehensive income (loss) $201,074 $(1,343,806) $ (915,086) $(2,264,262)
=========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 6
VASCO DATA SECURITY INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended June 30,
1999 2000
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (1,015,051) $(2,064,786)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 523,375 504,760
Interest paid in shares of common stock 78,750 78,750
Gain on sale of fixed assets (16,096) -
Offering costs - 1,208,731
Changes in assets and liabilities:
Accounts receivable, net 824,619 (986,458)
Inventories, net (65,282) (132,399)
Other current assets (468,700) 217,748
Accounts payable (306,906) (1,181,927)
Unearned income (303,931) 495,230
Other accrued expenses (180,033) 464,318
Prepayment of royaltie (1,100,000) -
--------------- ------------------
Net cash used in operating activities (2,029,255) (1,396,033)
--------------- ------------------
Cash flows from investing activities:
Acquisition of SecureWare/DMIC (370,000) -
Additions to property and equipment (482,388) (320,185)
--------------- ------------------
Net cash used in investing activities (482,388) (320,185)
--------------- ------------------
Cash flows from financing activities:
Proceeds from exercise of stock options/warrants 93,625 221,319
Net proceeds from sales of common stock 10,787,978 965,109
Proceeds from issuance of debt - 430,589
Repayment of debt (6,107,571) (377,780)
Payment of offering costs - (215,870)
--------------- ------------------
Net cash provided by financing activities 4,774,032 1,023,367
--------------- ------------------
Effect of exchange rate changes on cash 99,695 (199,476)
--------------- ------------------
Net increase (decrease) in cash 2,362,084 (892,327)
Cash, beginning of period 1,662,084 2,576,494
--------------- ------------------
Cash, end of period $ 4,024,168 $ 1,684,167
=============== ==================
Supplemental disclosure of cash flow information:
Interest paid $ 491,867 $ 55,105
Income taxes paid $ 266,170 $ 12,660
Supplemental disclosure of non-cash investing and financing activities:
Stock issued for acquisition $ 698,300 $ -
Debt converted to common stock $ - $ 5,000,000
Offering costs included in accounts payable $ - $ 922,861
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 7
VASCO DATA SECURITY INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include
the accounts of VASCO Data Security International, Inc. and its subsidiaries
(collectively, the "Company" or "VASCO") and have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission regarding
interim financial reporting. Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements and should be read in conjunction with the audited
consolidated financial statements included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1999.
During the fourth quarter of 1999, the Company acquired IntelliSoft
Corp. in a transaction which has been accounted for under the
pooling-of-interests method. Accordingly, the consolidated financial statements
for the three and six months ended June 30, 1999 have been restated as if
IntelliSoft had been combined for that period.
In the opinion of management, the accompanying unaudited consolidated
financial statements have been prepared on the same basis as the audited
consolidated financial statements, and include all adjustments, consisting only
of normal recurring adjustments, necessary for the fair presentation of the
results of the interim periods presented. All significant intercompany accounts
and transactions have been eliminated. The operating results for the interim
periods presented are not necessarily indicative of the results expected for a
full year.
NOTE 2- BUSINESS SEGMENTS
Information about the company's business segments is as follows:
THREE MONTHS ENDED JUNE 30, 1999 IDENTISOFT INTELLISOFT TOTAL
---------- ----------- -----
Net revenues $4,451,000 $ 883,000 $ 5,334,000
Cost of goods sold 1,714,000 93,000 1,807,000
Gross profit 2,737,000 790,000 3,527,000
Six months ended June 30, 1999
Net revenues 8,759,000 1,393,000 10,152,000
Cost of goods sold 3,549,000 148,000 3,697,000
Gross profit 5,210,000 1,245,000 6,455,000
THREE MONTHS ENDED JUNE 30, 2000
Net revenues $4,846,000 $1,615,000 $ 6,461,000
Cost of goods sold 2,208,000 166,000 2,374,000
Gross profit 2,638,000 1,449,000 4,087,000
Six months ended June 30, 2000
Net revenues 8,402,000 3,654,000 12,056,000
Cost of goods sold 3,869,000 411,000 4,280,000
Gross profit 4,533,000 3,243,000 7,776,000
NOTE 3- LONG-TERM DEBT
<PAGE> 8
In April 2000, long-term debt held by a stockholder of the Company in
the amount of $5,000,000 was converted into 416,666 shares of common stock.
NOTE 4- STOCKHOLDERS' EQUITY
During the first quarter of 2000 the Company filed a registration
statement in connection with an offering of its common stock to the public. On
April 13, 2000, the Company terminated this offering due to the volatility of
market conditions. Costs related to this offering of $1,208,731 were written-off
and included in other expense in the consolidated statement of operations.
NOTE 5- SUBSEQUENT EVENT
In July 2000, the Company issued 150,000 shares of preferred stock for
cash of $15,000,000. The preferred stock is convertible into 1,052,632 shares of
common stock at any time over the next 48 months. In conjunction with this
financing, the company issued warrants to purchase 789,474 common shares at $15
per share with an estimated imputed value using the Black-Scholes pricing model
of approximately $4.9 million and warrants to purchase 480,000 shares at $4.25
per share with an estimated imputed value using the Black-Scholes pricing model
of approximately $5.2 million. The warrants issued at $15 per share are
immediately exercisable and will be recognized as a deemed dividend to preferred
shareholders reducing income available to common stockholders. The warrants
issued at $4.25 become exercisable over 48 months and the related imputed value
will be accreted reducing earnings available to common stockholders beginning in
the third quarter of 2000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
VASCO secures the enterprise from the mainframe to the Internet with
infrastructure solutions that enable and secure e-business and e-commerce,
protect sensitive information, and safeguard the identity of users. The
Company's family of DigipassT, VACMAN(R), and SnareWorksT products offers
end-to-end security through true Single Sign-On, access control and advanced
entitlements, web portal security, strong user authentication, and PKI
enablement, while sharply reducing the time and effort required to deploy and
manage security. VASCO's customers include hundreds of financial institutions,
blue-chip corporations, and government agencies in more than 50 countries, among
them John Hancock, ABN AMRO Bank, Shell, 3M, Ericsson, Rabobank, SEB, First
Union, Liberty Mutual, Cable and Wireless, Nokia, DaimlerChrysler, Volvo,
European Commission, US Coast Guard, University of Groningen, and Duke
University. VASCO's partners include Ubizen, Intel, Computer Associates, Lernout
& Hauspie, Check Point Software Technologies, and Novell.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
This Quarterly Report on Form 10-Q, including the "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 concerning, among other things, the
prospects, developments and business strategies for the Company and its
operations, including the development and marketing of certain new products and
the anticipated future growth in certain markets in which the Company currently
markets and sells its products or anticipates selling and marketing its products
in the future. These forward-looking statements (i) are identified by their use
of such terms and phrases as "expected," "expects," "believe," "believes,"
"will," "anticipated," "emerging," "intends," "plans," "could," "may,"
"estimates," "should," "objective," and "goals" and (ii) are subject to risks
and uncertainties and represent the Company's present expectations or beliefs
concerning future events. The Company cautions that the forward-looking
statements are qualified by important factors that could cause actual results to
differ materially from those in the forward-looking statements, including (a)
risks of general market conditions, including demand for the Company's products
and services, competition and price levels and the Company's historical
<PAGE> 9
dependence on relatively few products, certain suppliers and certain key
customers, and (b) risks inherent to the computer and network security industry,
including rapidly changing technology, evolving industry standards, increasing
numbers of patent infringement claims, changes in customer requirements, price
competitive bidding, changing government regulations and potential competition
from more established firms and others. Therefore, results actually achieved may
differ materially from expected results included in, or implied by these
statements.
COMPARISON OF THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 2000
The following discussion and analysis should be read in conjunction
with the Company's Consolidated Financial Statements for the three and six
months ended June 30, 1999 and 2000.
Revenues
Revenues for the three months ended June 30, 2000 were $6,461,000, an
increase of $1,127,000, or 21%, as compared to the three months ended June 30,
1999. For the six months ended June 30, 2000, revenues increased 19% to
12,056,000 from $10,152,000 in 1999. This was the highest quarterly and semi-
annual revenues ever achieved by the Company and can be attributed to strong
demand in the market place for the Company's security products.
Cost of Goods Sold
Cost of goods sold for the three months ended June 30, 2000 was
$2,373,000, an increase of $566,000, or 31%, as compared to the three months
ended June 30, 1999. For the six months ended June 30, 2000, cost of goods sold
increased 16% to $4,280,000 from $3,697,000 in 1999. These increases are due
primarily to increased revenues for the periods.
Gross Profit
The Company's gross profit for the three months ended June 30, 2000 was
$4,087,000, an increase of $560,000, or 16%, as compared to the three months
ended June 30, 1999. This represents a gross margin of 63%, as compared to 66%
for the same period of 1999. This decrease can be attributed to an increase in
high volume orders which are sold at a discount versus smaller volume orders.
For the six months ended June 30, 2000, gross profit was $7,776,000, an
increase of $1,321,000, or 20%, as compared to 1999. This represents a gross
margin of 65% as compared to 64% for the same period in 1999.
Sales and Marketing Expenses
Sales and marketing expenses for the three months ended June 30, 2000
were $2,045,000, an increase of $648,000, or 46%, over the three months ended
June 30, 1999. Selling and marketing expenses also increased 50% in the first
six months of 2000 to $4,208,000 from $2,800,000 in the first six months of
1999. This increase is due to increased sales efforts in both Europe and the
United States, including increased travel costs and an increase in marketing
activities. Additionally, the Company continues to invest in its customer
support infrastructure, which becomes more and more important as the client base
continues to expand.
Research and Development
Research and development costs for the three months ended June 30, 2000
were $926,000, an increase of $184,000, or 25%, as compared to the three months
ended June 30, 1999. Research and development costs increased
<PAGE> 10
9% in the first six months of 2000 to $1,868,000 from $1,719,000 in the first
six months of 1999. The Company continues to expand its research and development
activities to expand its product offerings and product functionality.
General and Administrative Expenses
General and administrative expenses for the three months ended June 30,
2000 were $1,274,000, an increase of $456,000, or 56%, compared to the three
months ended June 30, 1999. General and administrative expenses increased 39% in
the first six months of 2000 to $2,435,000 from $1,756,000 in the first six
months of 1999. The Company has added employees to support administrative
activities resulting from increased sales growth.
Interest Expense
Interest expense for the three months ended June 30, 2000 was $50,000,
compared to $196,000, a decrease of 75% from the same period of 1999. Interest
expense decreased 50% in the first six months of 2000 to $213,000 from $424,000
in the first six months of 1999. This decrease is a due to a reduction in the
debt base, facilitated by the Private Placement that occurred in April of 1999
and the conversion of $5,000,000 of debt to common stock which occurred in April
of 2000.
Other Expense, net
Other expense, net for the three months ended June 30, 2000 was
$1,024,000, compared to $349,000 for the same period of 1999. Other expense, net
for the six month period ended June 30, 2000 was $1,080,000 compared to $410,000
for the same period of 1999. The increase is due primarily to the write-off of
costs of $1,209,000 related to a public offering which was terminated during
April of 2000 partially off set by a foreign currency gain.
Income Taxes
Income tax expense of $18,000 for the three months ended June 30, 2000
and $37,000 for the six months ended June 30, 2000 relates to foreign
operations. This compares with income tax expense of $57,000 for the three month
period ended June 30, 1999 and $361,000 for the six month period ended June 30,
2000. The reduction in income tax expense is a result of income tax planning
strategies implemented by the Company during the fourth quarter of 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents were $1,684,000 at June 30,
2000, which is a decrease of approximately $892,000 from $2,576,000 at December
31, 1999. As of June 30, 2000, the Company had working capital of $2,079,000.
At June 30, 2000 the Company had lines of credit from European banks
totaling approximately $3,400,000 of which approximately $2,700,000 was unused.
Capital expenditures during the first six months of 2000 were $320,000
and consisted primarily of computer equipment and office furniture and fixtures.
During April 2000, a convertible note in the amount of $5,000,000 was
converted into 416,666 shares of the Company's common stock.
<PAGE> 11
In July 2000, the Company issued 150,000 shares of preferred stock for
cash of $15,000,000. The preferred stock is convertible into 1,052,632 shares of
common stock at any time over the next 48 months. In conjunction with this
financing, warrants to purchase 789,474 common shares at $15 per share and
warrants to purchase 480,000 shares at $4.25 per share over the next 48 months
were also issued.
The Company generated earnings (loss) before taxes, interest,
depreciation and amortization, and offering costs of $94,000 for the three
months ended June 30, 2000 and $(230,000) for the six month period ended June
30, 2000. The Company believes that its current cash balances, anticipated cash
generated from operations, amounts received from the preferred stock issued in
July, and amounts available under its credit lines, will be sufficient to meet
its anticipated cash needs through the next twelve months.
The Company intends to seek acquisitions of businesses, products and
technologies that are complementary or additive to those of the Company. While
from time to time the Company engages in discussions with respect to potential
acquisitions, there can be no assurance that any such acquisitions will be made.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Financial Accounting Standards Board Interpretation No. 44 (FIN No.
44), "Accounting for Certain Transactions Involving Stock Compensation," an
interpretation of Accounting Principles Board Opinion No. 25, is effective for
financial statements beginning after July 1, 2000. The Company is currently
evaluating the impact of this pronouncement on its financial statements. The
Company has determined that options were granted to two full-time executive
officers that are deemed non-employees under FIN No. 44 because their services
are rendered under consulting agreements. This will result in compensation
expense charges beginning in the third quarter of fiscal 2000. These options
will be accounted for using variable plan accounting and the amounts of future
compensation expense will be determined based upon the Company's stock price at
each reporting date.
During 1998, The Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities, which is effective for all fiscal years
beginning after June 15, 2000. SFAS No. 133 establishes a comprehensive standard
for the recognition and measurement of derivative instruments and hedging
activities. The Company does not expect the adoption of the new standard to have
a material impact on consolidated financial position, liquidity, or results of
operations.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements,
as amended, which is effective no later than the fourth fiscal quarter of fiscal
2000. The Company does not expect the adoption of this accounting pronouncement
to have a significant impact on its results of operations, financial position or
cash flows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Company's market risk during
the six month period ended June 30, 2000. For additional information, refer to
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS, None.
ITEM 2. CHANGES IN SECURITIES. None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS. None.
ITEM 5. OTHER INFORMATION. None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) The following exhibits are filed with this Form 10-Q or
incorporated by reference as set forth below:
Exhibit
Number Description
------- -----------
10.48 Securities Purchase Agreement - Series C convertible Preferred
Stock and Two Common Stock Warrants dated July 18, 2000
10.49 Common Stock Purchase Warrant for 789,474 Shares of
Common Stock
10.50 Common Stock Purchase Warrant for 480,000 shares of Common Stock
10.51 Certificate of Designation for Series C convertible Preferred
Stock
27 Financial Data Schedule.
----------------------------
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the Registrant during the
quarter ended June 30, 2000.
<PAGE> 13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on August 1, 2000.
VASCO Data Security International, Inc.
/s/ Mario R. Houthooft
------------------------------------
Mario R. Houthooft
Chief Executive Officer and President
/s/ Dennis D. Wilson
------------------------------------
Dennis D. Wilson
Vice President and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
EXHIBIT INDEX
-------------
Exhibit
Number Description
------- -----------
10.48 Securities Purchase Agreement - Series C convertible Preferred
Stock and Two Common Stock Warrants dated July 18, 2000
10.49 Common Stock Purchase Warrant for 789,474 Shares of
Common Stock
10.50 Common Stock Purchase Warrant for 480,000 shares of Common Stock
10.51 Certificate of Designation for Series C convertible Preferred
Stock
27 Financial Data Schedule.
This report contains the following trademarks of the Company,
some of which are registered: VASCO, AccessKey, VACMan Server and
VACMan/CryptaPak, AuthentiCard and Digipass.
