SCM Microsystems and Hirsch Electronics Announce Registration Statement on Form S-4 Declared Effective by SEC
February 17 2009 - 2:30AM
PR Newswire (US)
ISMANING, Germany and SANTA ANA, Calif., Feb. 17
/PRNewswire-FirstCall/ -- SCM Microsystems, Inc. (Nasdaq: SCMM;
Prime Standard, SMY) and Hirsch Electronics Corp. today announced
that on February 13, 2009, SCM Microsystems' Registration Statement
on Form S-4, relating to the previously announced proposed merger
of SCM Microsystems and Hirsch Electronics, was declared effective
by the United States Securities and Exchange Commission. SCM
Microsystems 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
common stock in connection with the proposed transaction has been
scheduled for Monday, March 23, 2009. The board of directors of SCM
Microsystems 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 Electronics 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 Electronics
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
Microsystems and Hirsch Electronics each expect to begin mailing
the joint proxy statement/information statement and prospectus on
or about February 18, 2009 to their respective eligible
securityholders. The parties currently expect closing of the merger
to occur promptly following satisfaction of all of the conditions
to closing contained in the agreement, including the receipt of
approval of both SCM's and Hirsch's stockholders and other
customary conditions. About SCM Microsystems SCM Microsystems is a
leading provider of solutions that open the Digital World by
enabling people to conveniently access digital content and
services. The company develops, markets and sells the industry's
broadest range of smart card reader technology for secure PC,
network and physical access and digital media readers for transfer
of digital content to OEM customers in the government, financial,
enterprise, consumer electronics and photographic equipment markets
worldwide. Global headquarters are in Ismaning, Germany. For
additional information, visit the SCM Microsystems web site at
http://www.scmmicro.com/. About Hirsch Electronics Hirsch
Electronics designs and manufactures security systems for worldwide
markets. Hirsch is a recognized leader in IP-based physical
security solutions that interoperate with other networked
databases, devices and systems, such as human resources,
provisioning, and directory services. Hirsch's award-winning
role-based access control, identity management, and policy-based
security management systems integrate access control, digital
video, alarm monitoring, smart cards and biometrics. Website:
http://www.hirschelectronics.com/. Important Information In
connection with the proposed merger transaction involving SCM
Microsystems and Hirsch Electronics, SCM Microsystems has filed
with the SEC a registration statement on Form S-4 containing a
joint proxy statement/information statement and prospectus for
stockholders of SCM Microsystems and shareholders of Hirsch
Electronics, and SCM and Hirsch may be filing other documents
regarding the proposed transaction with the SEC as well.
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 MERGER CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. The definitive joint proxy
statement/information statement and prospectus is being mailed to
SCM's stockholders and Hirsch's shareholders. Stockholders of SCM
and shareholders of Hirsch may obtain a copy of the joint proxy
statement/information statement and prospectus, as well as other
filings containing information about SCM and Hirsch, 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
http://www.scmmicro.com/, or by directing a request to SCM
Microsystems, Inc., Attention: Investor Relations, 41740 Christy
Street, Fremont, California 94538 or Hirsch Electronics Corp, 1900
Carnegie Avenue, Bldg B, Santa Ana, California 92705, Attention:
Secretary. In addition to the documents described above, SCM files
annual, quarterly and current reports, proxy statements and other
information with the SEC, which are available at the SEC's website
at http://www.sec.gov/ or at SCM's website at
http://www.scmmicro.com/. THIS COMMUNICATION IS FOR INFORMATION
PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY
SALE OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF SUCH JURISDICTION. 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 proxy
statement/prospectus. 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. Note: The SCM
logo is a trademark of SCM Microsystems, Inc and the Hirsch logo is
a trademark Hirsch Electronics Corp. or its affiliates in the
United States and certain other countries. Additional company and
product names may be trademarks or registered trademarks of the
individual companies and are respectfully acknowledged. DATASOURCE:
SCM Microsystems, Inc. CONTACT: Stephan Rohaly, +49 (89) 9595-5110,
, or Darby Dye, +1-510-249-4883, , both of SCM Microsystems, Inc.;
or Scott Howell of Hirsch Electronics Corp., +1-949-250-8888, ext.
130, Web site: http://www.scmmicro.com/
http://www.hirschelectronics.com/
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