- Filing of certain prospectuses and communications in connection with business combination transactions (425)
February 17 2009 - 6:22AM
Edgar (US Regulatory)
UNITED
STATES
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
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Date
of Report (Date of Earliest Event Reported):
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February
17, 2009
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SCM
Microsystems, Inc.
__________________________________________
(Exact
name of registrant as specified in its charter)
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Delaware
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000-29440
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77-0444317
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_____________________
(State
or other jurisdiction
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_____________
(Commission
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______________
(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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Oskar-Messter-Str.
13, Ismaning, Germany,
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85737
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_________________________________
(Address
of principal executive offices)
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___________
(Zip
Code)
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Registrant’s
telephone number, including area code:
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+49
89 95 95 5000
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Not
Applicable
______________________________________________
Former
name or former address, if changed since last report
Check the appropriate box below if the
Form 8-K
filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events.
On
February 17, 2009 SCM Microsystems, Inc. (“SCM”) and Hirsch Electronics
Corporation, a California corporation (“Hirsch”) issued a joint press release
announcing that SCM’s Registration Statement on Form S-4 (the “Registration
Statement”) was declared effective by the Securities and Exchange Commission on
February 13, 2009. SCM also announced that a special meeting of its
stockholders to consider a proposal to approve the issuance of shares of SCM
common stock and warrants to purchase shares of SCM commons tock in connection
with the proposed transaction has been scheduled for Monday, March 23,
2009. The board of directors of SCM previously set the close of
business on February 11, 2009 as the record date for determining stockholders
who will be entitled to receive notice of, and vote at, the special
meeting. Hirsch will hold a special meeting of its shareholders on
Wednesday, March 11, 2009, to consider a proposal to approve the proposed
transaction. The board of directors of Hirsch previously set the
close of business on February 10, 2009 as the record date for determining
shareholders who will be entitled to receive notice of, and vote at, the special
meeting. SCM and Hirsch each expect to begin mailing the joint proxy
statement/information statement and prospectus on or about February 18, 2009 to
their respective eligible securityholders.
A copy of
the press release issued by SCM and Hirsch announcing the effectiveness of the
Registration Statement and respective special stockholders meetings is attached
to this report as Exhibit 99.1 and is incorporated by reference
herein.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These include, without limitation,
our statements contained above regarding the anticipated mailing date of the
joint proxy statement/information statement and prospectus and the closing date
of the merger and other statements that are not historical
facts. These statements involve risks and uncertainties that could
cause actual results and events to differ materially, including the possibility
that the closing of the merger may be delayed, or that the merger may not
close. For a discussion of further risks and uncertainties related to
SCM’s business, please refer to our public company reports and the Risk Factors
enumerated therein, including our Annual Report on Form 10-K for the year ended
December 31, 2007 and subsequent reports, including our Quarterly Report on Form
10-Q for the period ended September 30, 2008, filed with the SEC. SCM
undertakes no duty to update any forward-looking statement to reflect any change
in SCM’s expectations or any change in events, conditions or circumstances on
which any such statements are based.
IMPORTANT
ADDITIONAL INFORMATION FILED WITH THE SEC
In
connection with the proposed transaction SCM filed a registration statement on
Form S-4 containing a joint proxy statement/information statement and prospectus
for stockholders of SCM and shareholders of Hirsch, which the SEC declared
effective on February 13, 2009.
SECURITYHOLDERS
OF SCM AND HIRSCH ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY
STATEMENT/INFORMATION STATEMENT AND PROSPECTUS, AND OTHER DOCUMENTS FILED WITH
THE SEC REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Stockholders
of SCM and shareholders of Hirsch may obtain a copy of the joint proxy
statement/information statement and prospectus, as well as SCM’s other filings,
without charge, at the SEC's Internet site
(http://www.sec.gov). Copies of the joint proxy statement/information
statement and prospectus can also be obtained, without charge, from the SCM
corporate website at www.scmmicro.com, or by directing a request to SCM’s
Investor Relations Department.
SCM
Microsystems and its directors, executive officers and other employees may be
deemed to be participants in the solicitation of proxies from the stockholders
of SCM in connection with the proposed transaction. Information about
SCM’s directors and executive officers is available in the joint proxy
statement/information statement and prospectus and other materials referred to
in the joint proxy statement/information statement and prospectus.
Item
9.01. Financial Statements and Exhibits.
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(c)
Exhibits
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Exhibit
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Description
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99.1
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Press
Release issued on February 17,
2009
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SIGNATURES
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.
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SCM
Microsystems, Inc.
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February
17, 2009
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By:
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/s/ Stephan Rohaly
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Stephan
Rohaly
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Chief
Financial Officer and
Secretary
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press
release issued by SCM on February 17,
2009
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