-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Axf56p7Y74rIpZKaHmJ0kRREcLmE0arx0mMyR2PR6ZSia1T0k82e4xHWeFipzMOz YFdFf9hI/RF285pDprvxbg== 0000891618-99-000346.txt : 19990208 0000891618-99-000346.hdr.sgml : 19990208 ACCESSION NUMBER: 0000891618-99-000346 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990205 ITEM INFORMATION: FILED AS OF DATE: 19990205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCM MICROSYSTEMS INC CENTRAL INDEX KEY: 0001036044 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 770444317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22689 FILM NUMBER: 99522835 BUSINESS ADDRESS: STREET 1: 160 KNOWLES DRIVE CITY: LOS GATOS STATE: CA ZIP: 95030 BUSINESS PHONE: 4083704888 MAIL ADDRESS: STREET 1: 160 KNOWLES DRIVE CITY: LOS GATOS STATE: CA ZIP: 95030 8-K 1 FORM 8-K 1 ================================================================================ 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): February 5, 1999 SCM MICROSYSTEMS, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 000-22689 77-0444317 ------------ ------------------- (Commission (IRS Employer File Number) Identification No.) 160 Knowles Drive, Los Gatos, CA 95032 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (408) 370-4888 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ 2 ITEM 5: OTHER EVENTS In the second quarter of 1998, the Company acquired all of the outstanding capital stock of Intermart Systems K.K. ("Intermart"). Total consideration paid was $8 million, consisting of $4.9 million in cash and 46,551 shares of common stock, plus up to an additional $4 million in common stock if certain performance criteria are met during the year ended April 30, 1999. During the second quarter of 1998, the Company also acquired all of the outstanding capital stock of Intellicard Systems Pte. Ltd. ("ICS") for total consideration of $18.4 million, consisting of $14.9 million in cash and 61,185 shares of common stock. In connection with these acquisitions, the Company originally allocated approximately $5.9 million to in-process research and development projects. The Company has taken the initiative to conform its accounting for these acquisition-related in-process research and development charges in response to recent Securities and Exchange Commission interpretative guidelines. Accordingly, the Company has reduced this charge to $3.1 million from the $5.9 million charge it recorded in the second quarter of 1998 to reflect the acquisitions of Intermart and ICS. The $2.8 million reduction in the value of the in-process technology, will be capitalized as goodwill and amortized over its estimated useful life of six years. The effect of the restatement on the Company's historical unaudited interim consolidated statements of operations previously reported is as follows (in thousands, except per share data):
Three months Six months Three months Nine months ended ended ended ended June 30, 1998 June 30, 1998 September 30, 1998 September 30, 1998 ------------- ------------- ------------------ ------------------- Income (loss) before income taxes: As previously reported $(4,138) $(3,099) $3,937 $ 838 Reduction in in-process research and development 2,840 2,840 -- 2,840 Additional goodwill amortization (36) (36) (108) (144) ------- ------- ------ ------- As restated $(1,334) $ (295) $3,829 $ 3,534 ======= ======= ====== ======= Net income (loss): As previously reported $(4,758) $(3,969) $2,787 $(1,182) Reduction in in-process research and development 2,840 2,840 -- 2,840 Additional goodwill amortization (36) (36) (108) (144) ------- ------- ------ ------- As restated $(1,954) $(1,165) $2,679 $ 1,514 ======= ======= ====== ======= Earnings (loss) per share - basic: As previously reported $ (0.38) $ (0.34) $ 0.22 $ (0.10) Reduction in in-process research and development 0.22 0.24 -- 0.23 Additional goodwill amortization -- -- (0.01) (0.01) ------- ------- ------ ------- As restated $ (0.16) $ (0.10) $ 0.21 $ 0.12 ======= ======= ====== ======= Earnings (loss) per share - diluted: As previously reported (0.38) (0.34) 0.21 $ (0.10) Reduction in in-process research and development 0.22 0.24 -- 0.23 Additional goodwill amortization -- -- (0.01) (0.01) ------- ------- ------ ------- As restated (0.16) (0.10) 0.20 $ 0.12 ======= ======= ====== =======
3 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SCM MICROSYSTEMS, INC. A Delaware Corporation Dated: February 5, 1999 By: /s/ JOHN G. NIEDERMAIER -------------------------------------- Title: Vice President-Finance, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----