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
Date of
Report (Date of Earliest Event
Reported):
November
13, 2009
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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1900
Carnegie Avenue, Building B
Santa
Ana, California
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92705
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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
(949) 250
8888
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:
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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
November 13, 2009, SCM Microsystems, Inc. (“SCM” or the “Company”) issued a
press release announcing that its Registration Statement on Form S-4 (the
“Registration Statement”) relating to the previously announced proposed business
combination of SCM Microsystems and Bluehill ID, a stock corporation
incorporated in Switzerland, was declared effective by the Securities and
Exchange Commission on November 12, 2009.
SCM also
announced that a special meeting of its stockholders has been scheduled for
Friday, December 18, 2009 at 1:00 p.m. pacific time, to consider a proposal to
approve the offer by SCM Microsystems to the Bluehill ID shareholders to acquire
all of the Bluehill ID shares in exchange for shares of SCM common stock, and
specifically the issuance of shares of SCM common stock to Bluehill ID
shareholders who accept the offer. The board of directors of SCM has set the
close of business on November 9, 2009 as the record date for determining
stockholders who will be entitled to receive notice of, and vote at, the special
meeting. SCM expects to begin mailing the proxy statement and
prospectus for the special meeting on or about November 18, 2009 to its eligible
stockholders.
A copy of
the press release issued by SCM announcing the effectiveness of the Registration
Statement and the details of the special stockholder meeting is attached to this
report as Exhibit 99.1 and is incorporated by reference herein.
Forward-Looking
Statements
This
Current Report on Form 8-K 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 proxy statement and prospectus and the closing
date of the business combination 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 business combination may be delayed, or that the
transaction 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, 2008 and subsequent reports, including
our Quarterly Report on Form 10-Q for the period ended June 30, 2009, 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 proxy statement and prospectus for stockholders of SCM,
which the SEC declared effective on November 12, 2009.
STOCKHOLDERS
OF SCM ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY 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 may obtain a copy of the proxy 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 proxy 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 proxy statement and
prospectus and other materials referred to in the proxy statement and
prospectus.
Item
9.01. Financial Statements and 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 November 13,
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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November
13, 2009
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By:
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/s/
Martin
Wimmer
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Martin
Wimmer
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Interim
Chief Financial Officer and
Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press
release issued by SCM Microsystems, Inc. on November 13,
2009
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