SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of October, 2000
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ACTIVCARD S.A.
(exact name of registrant as specified in its charter)
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24-28 Avenue du General de Gaulle
92156 Suresnes Cedex France
(Address of Principal Executive Offices)
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Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F:
FORM 20-F [X] FORM 40-F[ ]
Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934:
YES [ ] NO [X]
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<PAGE>
Forward Looking Statements
This Report of Foreign Private Issuer Pursuant to Rule 13a-16 or
15d-16 of the Securities Exchange Act of 1934 contains disclosures which are
"Forward-looking statements." Forward-looking statements involve risks and
uncertainties and several factors could cause actual results to differ
materially from those in the forward-looking statements. Forward-looking
statements relate to anticipated revenues, gross margins, earnings, and growth
of the market for our products. The following factors, among others, could cause
actual results to differ from those indicated in the forward-looking statements:
uncertainties associated with market acceptance of and demand for our products,
impact of competitive products and pricing, dependence on third party suppliers,
uncertainties associated with the development of technology and the dependence
on intellectual property rights. Investors are directed to the ActivCard S.A.
1999 Annual Report, which is available from the Company without charge for a
more complete description of our business.
We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. You are cautioned not to unduly rely on such
forward-looking statements when evaluating the information presented herein.
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This Form 6-K includes:
o Press release, "ActivCard Reports Record Third Quarter Revenue,"
dated October 24, 2000.
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<PAGE>
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, thereunto duly authorized.
Date: October 26, 2000
ACTIVCARD S.A.
By: /s/ George Wikle
--------------------------------
Name: George Wikle
Title: Chief Financial Officer
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<PAGE>
[GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE
ACTIVCARD REPORTS RECORD THIRD QUARTER REVENUE
Fremont, CA, October 24, 2000 - ActivCard S.A. (Nasdaq: ACTI / Easdaq: ACTI), a
global provider of leading authentication and electronic certification solutions
for e-Business communications and transactions, today announced its fourth
consecutive record sales quarter with net revenues for the third quarter ended
September 30, 2000 of $5,002,000, an increase of 105 percent over the $2,442,000
for the same quarter of 1999.
Operating loss for the third quarter of 2000 was $3,981,000 compared to
$3,107,000 for the same quarter of 1999. Net profit for the third quarter of
2000 was $28,371,000, or $.66 per diluted and basic share, compared to a net
loss of $3,281,000, or $(.11) per diluted and basic share for the same quarter
of 1999.
The net profit for the third quarter of 2000 included an extraordinary entry of
$26,959,000. This entry is a non-cash accounting entry for unrealized currency
translation gains on U.S. dollar-denominated balances worth $.63 per share that
were mainly composed of cash received from the gross proceeds of a $306,000,000
IPO issue on the Nasdaq market in March 2000. Excluding this accounting entry,
required by U.S. GAAP reporting, the third quarter of 2000 profit was $1,412,000
or $.03 per diluted share.
"Our business is stronger than ever, as demonstrated by our fourth consecutive
record quarterly results. We made significant strategic progress during the
quarter, and we are on track to achieve our growth objectives," said Jean-Gerard
Galvez, chairman and chief executive officer of ActivCard. "ActivCard is
delivering digital identity infrastructure solutions, that are becoming the
foundation for Internet-based business transformation. The U.S. Department of
Defense was a strategic win for ActivCard, establishing a cornerstone in the
formation of our marketplace. Emerging standards, interoperability between
vendors, and the clear demand for digital identity solutions from customers in
every business sector are strong indicators to us that we are in the right
place, at the right time, with the right technology."
<PAGE>
These results demonstrate ActivCard's continued success in establishing itself
as the premier supplier of digital identity solutions and technology. The
company's recent Department of Defense win is an ideal example, demonstrating
the scalability and flexibility of ActivCard's solutions for large-scale digital
identity management. As a result of our compliance with the U.S. Government's
General Services Administration (GSA) interoperability standards and additional
features offered by our products, ActivCard is now working with all five GSA
prime contractors for the Common Access Card Program, awarded in May of 2000,
worth $1.5 billion over the next ten years and is well positioned to capitalize
on this opportunity. Interoperability standards, driven by the GSA, are enabling
competitive, but interoperable solutions, that will drive the marketplace, even
outside the US government.
In line with the company strategy, ActivCard is working closely with some of the
largest network computing and mobile communications companies in the world to
enable the digital identity delivery infrastructure required for next generation
network services. ActivCard has established partnerships and solution
interoperability with industry leaders including: network systems providers -
Microsoft, Novell and Sun Microsystems; Public Key Infrastructure providers -
Baltimore, Entrust and VeriSign; financial services providers - Citigroup and
Visa International; and smart card manufacturers - Schlumberger, Oberthur and
Gemplus. These affiliations and collaborations enable ActivCard to offer a
solution that customers feel confident will meet their requirements for a
flexible, scalable, standards-based and interoperable digital identity
infrastructure and not restrict them to a proprietary solution.
About ActivCard
ActivCard, a leader in digital identity and electronic certification technology,
delivers core components required to enable next generation e-Business
communications and transactions. The ActivCard technology suite offers the
ease-of-use of an ATM transaction with a security level better than face-to-face
meeting. ActivCard solutions, in conjunction with the applications support for
public key-based data confidentiality, and integrity, allow individuals and
businesses to perform secure online transactions over the Internet. Today, more
than 1.5 million people use ActivCard products for secure Internet banking, Web
access and remote access to corporate networks. ActivCard is headquartered in
Fremont, California, with worldwide operations in France, Germany, Japan,
Sweden, Singapore, and the United Kingdom.
<PAGE>
This press release includes forward-looking statements. Investors are cautioned
that all forward-looking statements involve risks and uncertainties and several
factors could cause actual results to differ materially from those in the
forward-looking statements. Forward-looking statements relate to anticipated
revenues, gross margins, earnings, and growth of the market for our products.
The following factors, among others, could cause actual results to differ from
those indicated in the forward-looking statements: uncertainties associated with
market acceptance of and demand for the Company's products, impact of
competitive products and pricing, dependence on third party suppliers,
uncertainties associated with the development of technology, and the dependence
on intellectual property rights. Investors are directed to the Company's 1999
Annual Report, which is available from the company without charge for a more
complete description of the Company's business.
Note:
ActivCard's third-quarter earnings conference call will be held today, Tuesday,
October 24, at 11 a.m., EDT, hosted by ActivCard chairman and CEO Jean-Gerard
Galvez. The conference call will be audio Web cast at the following addresses:
http://www.streetfusion.com and http://www.activcard.com. A replay of the Web
cast will be available for 90 days. Those accessing the live Web cast should
allow time in advance for registering and downloading any necessary software.
CONTACTS
Rod Stuhlmuller
ActivCard, Inc.
+1 (510) 574 0100
[email protected]
David Dieumegard
ActivCard S.A.
+33 (0) 1 42 04 84 00
[email protected]
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Unaudited Condensed Consolidated Balance Sheets (US GAAP)
(In thousand of US dollars)
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September 30, December 31,
2000 1999
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ASSETS
Cash & Cash Equivalents $311,200 $ 8,790
Accounts Receivable 2,406 2,576
Inventory 2,404 1,224
Prepaid and Other Current Assets 2,510 1,808
----------------------------
Total Current Assets 318,520 14,398
Property and Equipment - Net 1,359 888
Other Assets 842 1,148
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Total Assets $320,721 $16,434
LIABILITIES AND SHAREHOLDERS'
EQUITY (DEFICIT)
Total Current Liabilities $ 6,401 $5,953
Long-Term Debt 115 230
Convertible Bonds -- 9,259
Total Equity (Deficit) 314,205 992
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Total Liabilities and Equity (Deficit) $320,721 $16,434
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<PAGE>
Unaudited Condensed Consolidated Statements of Operations (US GAAP)
(In thousand of US dollars, except share data)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Statements of Operations Three months ended Nine months ended
September 30, September 30,
2000 1999 2000 1999
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $ 5,002 $ 2,442 $ 11,955 $ 7,196
Costs of Sales 2,051 1,259 4,796 3,930
-----------------------------------------------------------
Gross Profit 2,951 1,183 7,159 3,266
Costs and Expenses
Research and Development 2,120 1,228 5,646 3,624
Selling and Marketing 3,777 2,443 10,490 6,722
General and Administrative 1,035 619 2,224 4,923 1/
-----------------------------------------------------------
Total Costs and Expenses 6,932 4,290 18,360 15,269
Loss from Operations (3,981) (3,107) (11,201) (12,003)
Interest Income / (Expenses) 5,393 (99) 10,955 (283)
Foreign Exchange Gain / (Loss) 26,959 (75) 32,234 (76)
-----------------------------------------------------------
Other Income / (Expenses) 32,352 (174) 43,189 (359)
Income Tax Benefit -- -- (1) --
Net Profit / (Loss) $ 28,371 $ (3,281) $ 31,987 $ (12,362)
============================================================
Earnings (Loss) per Common Share:
Basic $ 0.72 $ (0.11) $ 0.86 $ (0.44)
============================================================
Diluted $ 0.66 $ (0.11) $ 0.76 $ (0.44)
============================================================
Weighted average number of
Common Shares
Basic 39,591,805 29,659,368 37,245,244 28,416,802
============================================================
Diluted 42,730,045 29,659,368 41,872,946 28,416,802
------------------------------------------------------------------------------------------------
</TABLE>
1/ General and administrative expense for the second quarter of the year 1999
includes $3.04 million resulting from the settlement of a two-year old legal
action.
<PAGE>
Unaudited Condensed Consolidated Statements of Cash Flows (US GAAP)
(In thousand of US dollars)
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Three months ended
September 30, 2000
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CASH BALANCES
o Beginning Balance $307,510
o Ending Balance 311,200
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CASH FLOW $ 3,690
==================
CASH FLOW ANALYSIS
Cash Flow from Operations
o Net income / (Loss) $ 28,371
o Depreciation 225
o Other Non Cash Gain 95
Increase (Decrease) in Cash from:
Accrued Payroll & Related Benefits 515
Accounts Receivable 422
Advance from Customers 315
Other Current Liabilities 262
Other Currents Assets 124
Other Assets 52
Suppliers Advance 24
Accounts Payable (29)
Inventory (773)
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o Changes in Other Working Capital 912
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Total Cash Flow from Operations 29,603
==================
Cash Flow from Investments
o Property and Equipment Purchases (383)
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Total Cash Flow from Investments (383)
==================
Cash Flow from Financing
o Increase in Equity from Options Exercised 2,098
o Decrease in Long-Term Debt (241)
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Total Cash Flow from Financing 1,857
==================
o Effect on Exchange Rate Changes (27,387)
CASH FLOW $ 3,690
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