8-K

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: June 30, 2003

(Date of earliest event reported)

SCM MICROSYSTEMS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-22689	77-0444317
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

466 Kato Terrace
Fremont, California 94539

(Address of Principal Executive Offices) (Zip code)

Registrant’s Telephone Number, Including Area Code: (510) 360-2300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	ITEM 5. OTHER EVENTS
	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1
EXHIBIT 99.2

ITEM 5. OTHER EVENTS

On June 30, 2003, SCM Microsystems, Inc. issued a press release announcing agreements related to the sale of its Digital Media and Video business and a restructuring of SCM’s Security business and a press release announcing that it had named a new Chief Financial Officer.

Copies of these press releases are filed as Exhibits 99.1 and 99.2.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

          The following exhibits are filed herewith:

Exhibit No.	Description of Exhibits
99.1	Press Release Dated June 30, 2003 announcing the agreement related to the sale of SCM Microsystems, Inc.’s Digital Media and Video business and a restructuring of SCM’s Security business.
99.2	Press Release Dated June 30, 2003 announcing that SCM Microsystems, Inc. had named a new Chief Financial Officer

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 30, 2003	SCM MICROSYSTEMS, INC.
	By:	/s/ Steven L. Moore
		Steven L. Moore, Chief Financial Officer and Secretary

INDEX TO EXHIBITS

Exhibit No.	Description of Exhibits
99.1	Press Release Dated June 30, 2003 announcing the agreement related to the sale of SCM Microsystems, Inc.’s Digital Media and Video business and a restructuring of SCM’s Security business.
99.2	Press Release Dated June 30, 2003 announcing that SCM Microsystems, Inc. had named a new Chief Financial Officer

EX-99.1 3 f91208exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACTS: Darby Dye Manfred Mueller Investor Relations - US Investor Relations - Europe 510 360 2302 +49 89 9595 5140 ddye@scmmicro.com mmueller@scmmicro.de SCM MICROSYSTEMS ANNOUNCES SALE OF DAZZLE(TM) DIGITAL MEDIA AND VIDEO CONSUMER BUSINESS Secure access leader to focus on core security solutions business FREMONT, CALIF. - June 30, 2003 - SCM Microsystems, Inc. (Nasdaq: SCMM; Prime Standard: SMY), a leading provider of solutions that open the Digital World, today announced the completion of its strategy to divest its Dazzle Digital Media and Video consumer business and focus on the security market. SCM has agreed to sell its digital video business to Pinnacle Systems, Inc. (Nasdaq: PCLE) for $21.5 million in Pinnacle Systems common stock, subject to final valuation of assets of the business at closing. The deal is expected to close within 30 days, subject to customary closing conditions. "We are delighted to round out our award-winning offerings of consumer video editing solutions with Dazzle's technology and brand," said J. Kim Fennell, president and chief executive officer of Pinnacle Systems, Inc. "Our goal is to make the blending of our great video editing solutions as smooth and transparent as possible for our mutual customers." As part of the divestiture, SCM also is selling its digital media reader consumer business to Zio Corporation, which will focus on supporting and building on the success of the Dazzle brand in the digital reader market. The company will distribute the digital media products, including existing inventories, through established sales channels and will assume certain liabilities and supply arrangements for the planned disposition of reader inventory. Zio is headed by Andrew Warner, SCM's chief financial officer, who has also served as executive vice president of the Digital Media and Video division for the past two years. Warner is resigning from SCM effective today (see separate release, "SCM Microsystems Names New CFO" dated June 30, 2003). SCM will retain the division's core ASIC technology for interface and connectivity. Commented Robert Schneider, chief executive officer, "With the sale of our retail-based Digital Media and Video business, we have cleared the way to execute on our vision to focus on the security market. We can now simplify our business model and concentrate our full attention on developing and supplying premier solutions for secure digital access." As a security company, SCM will provide secure access solutions based on smart card technology for broadcast decryption, network authentication and personal identification, and physical access. SCM today also announced the restructuring of its Security business. "We have taken a number of measures to realign our organization around the security market and strengthen our operational efficiency," explained Schneider. "By consolidating and leveraging resources, we are better positioned to respond more quickly and effectively to the needs of our customers and to weather the challenges of operating in a tough economic environment." In association with the sale of its Digital Media and Video consumer business and the restructuring of its Security business, SCM expects to record net charges of between $35 million and $45 million during the remainder of 2003, consisting primarily of the write down of assets. ### Conference Call Information SCM will hold a conference call and Webcast on June 30, 2003 at 8:30 AM Eastern Time (2:30 PM Central European Time) to discuss the divestment of its Digital Media and Video consumer business and the restructuring of its Security business. The dial in number for the call is +1 212-346-6478. The Webcast can be accessed at www.scmmicro.com/ir_en/index.html. Replay information For those unable to attend, a telephonic replay of the call will be available through 10:30 A.M. EDT July 7, 2003 at 800-633-8284 and for callers outside the U.S., +1 402-977-9140. The Reservation Number required to access the replay is 21154106. ABOUT PINNACLE SYSTEMS, INC. Pinnacle Systems provides broadcasters and consumers with cutting-edge digital media creation, storage, and play-back solutions for use at Home, at Work and on the Air. Pinnacle Systems' award winning digital media solutions are in use around the world for broadcast, cable and satellite television, video editing, DVD and CDR authoring and on the Internet. A recognized industry leader, the company has received eight prestigious Emmy Awards for its technical innovations and carries this commitment throughout all of its product lines. Pinnacle Systems may be reached at (650) 526-1600 or at www.pinnaclesys.com. ABOUT SCM MICROSYSTEMS SCM Microsystems is a leading supplier of solutions that open the Digital World by enabling people to conveniently access digital content and services. The company markets and sells its smart card reader technology for network and physical access and conditional access modules for secure digital TV decryption to OEM customers in the government, financial, enterprise and broadcasting markets worldwide. Global headquarters are in Fremont, California, with European headquarters in Ismaning, Germany. For additional information, visit the SCM Microsystems web site at www.scmmicro.com. NOTE: 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. These statements are subject to risks and uncertainties which may cause actual results to differ materially from those contemplated herein. These include our statements regarding (i) the expected timing and benefits of the sale of the Company's digital video business to Pinnacle Systems and the transfer of the Company's digital media reader business to Zio Corporation; (ii) the Company's belief that the restructuring of its Security business will enable it to improve its competitive position; and (iii) the timing and size of any charges related to the sale of the digital video business, transfer of the digital media reader business and restructuring of the Security business.. Actual results could differ materially. The transactions to sell the Company's digital video and digital media reader businesses may not close, or closing may take longer than expected. Any delay in closing could decrease the value of and increase the costs of the transactions. In addition, the Company may experience greater volatility in sales and net margins as a security company, as the Company's revenues will depend upon fewer markets and customers. For a discussion of further risks and uncertainties related to SCM's business, please refer to SCM's public company reports, including the Report on Form 10-Q for the quarter ended March 31, 2003, filed with the U.S. Securities and Exchange Commission. ### Note: All trademarks are the property of their respective holders. # # # EX-99.2 4 f91208exv99w2.txt EXHIBIT 99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE CONTACTS: Darby Dye Manfred Mueller Investor Relations - US Investor Relations - Europe 510 360 2302 +49 89 9595 5140 ddye@scmmicro.com mmueller@scmmicro.de SCM MICROSYSTEMS NAMES NEW CFO FREMONT, CALIF. - June 30, 2003 - SCM Microsystems, Inc. (Nasdaq: SCMM; Prime Standard: SMY), a leading provider of solutions that open the Digital World, today named Steven L. Moore as chief financial officer. Moore replaces Andrew Warner, who is leaving SCM to pursue a new business opportunity. Warner will provide transitional support services to the company over the next few months. Moore, 49, joins SCM with more than 25 years of finance and accounting experience. For the past few months, he has assisted SCM to execute on its strategic plan to divest SCM's Digital Media and Video consumer business, which resulted in two sales transactions announced today. Moore was previously vice president, finance at Virata Corporation, a publicly-traded communications semiconductor developer which was subsequently merged into GlobespanVirata. While at Virata, he helped put into place the financing and infrastructure to fuel the company's revenue growth from $12 million to $120 million in two years. Prior to Virata, Moore was chief financial officer at Health Systems Design Corporation, a Nasdaq-listed developer of claims administration software for health benefits administrators. Moore holds a bachelor's degree in Economics from the University of Colorado. Commented Robert Schneider, chief executive officer of SCM, "We deeply appreciate Andrew Warner's many contributions to the company during the past four years, which have brought value across all business and operational areas. We wish him all success in his future endeavors. We are pleased to welcome Steve Moore to SCM and believe that his experience with growing companies and his leadership will be a valuable asset to our executive management team." ABOUT SCM MICROSYSTEMS SCM Microsystems is a leading supplier of solutions that open the Digital World by enabling people to conveniently access digital content and services. The company markets and sells its smart card reader technology for network and physical access and conditional access modules for secure digital TV decryption to OEM customers in the government, financial, enterprise and broadcasting markets worldwide. Global headquarters are in Fremont, California, with European headquarters in Ismaning, Germany. For additional information, visit the SCM Microsystems web site at www.scmmicro.com. # # # Note: All trademarks are the property of their respective holders. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACTS:

Darby Dye                             Manfred Mueller
Investor Relations - US               Investor Relations - Europe
510 360 2302                          +49 89 9595 5140
ddye@scmmicro.com                     mmueller@scmmicro.de

                       SCM MICROSYSTEMS ANNOUNCES SALE OF
              DAZZLE(TM) DIGITAL MEDIA AND VIDEO CONSUMER BUSINESS
        Secure access leader to focus on core security solutions business

FREMONT, CALIF. - June 30, 2003 - SCM Microsystems, Inc. (Nasdaq: SCMM; Prime
Standard: SMY), a leading provider of solutions that open the Digital World,
today announced the completion of its strategy to divest its Dazzle Digital
Media and Video consumer business and focus on the security market.

      SCM has agreed to sell its digital video business to Pinnacle Systems,
Inc. (Nasdaq: PCLE) for $21.5 million in Pinnacle Systems common stock, subject
to final valuation of assets of the business at closing. The deal is expected to
close within 30 days, subject to customary closing conditions.

      "We are delighted to round out our award-winning offerings of consumer
video editing solutions with Dazzle's technology and brand," said J. Kim
Fennell, president and chief executive officer of Pinnacle Systems, Inc. "Our
goal is to make the blending of our great video editing solutions as smooth and
transparent as possible for our mutual customers."

      As part of the divestiture, SCM also is selling its digital media reader
consumer business to Zio Corporation, which will focus on supporting and
building on the success of the Dazzle brand in the digital reader market. The
company will distribute the digital media products, including existing
inventories, through established sales channels and will assume certain
liabilities and supply arrangements for the planned disposition of reader
inventory.

      Zio is headed by Andrew Warner, SCM's chief financial officer, who has
also served as executive vice president of the Digital Media and Video division
for the past two years. Warner is resigning from SCM effective today (see
separate release, "SCM Microsystems Names New CFO" dated June 30, 2003). SCM
will retain the division's core ASIC technology for interface and connectivity.

      Commented Robert Schneider, chief executive officer, "With the sale of our
retail-based Digital Media and Video business, we have cleared the way to
execute on our vision to focus on the security market. We can now simplify our
business model and concentrate our full attention on developing and supplying
premier solutions for secure digital access." As a security company, SCM will
provide secure access solutions based on smart card technology for broadcast
decryption, network authentication and personal identification, and physical
access.

      SCM today also announced the restructuring of its Security business. "We
have taken a number of measures to realign our organization around the security
market and strengthen our operational efficiency," explained Schneider. "By
consolidating and leveraging resources, we are better positioned to respond more
quickly and effectively to the needs of our customers and to weather the
challenges of operating in a tough economic environment."

      In association with the sale of its Digital Media and Video consumer
business and the restructuring of its Security business, SCM expects to record
net charges of between $35 million and $45 million during the remainder of 2003,
consisting primarily of the write down of assets.

                                       ###

Conference Call Information

SCM will hold a conference call and Webcast on June 30, 2003 at 8:30 AM Eastern
Time (2:30 PM Central European Time) to discuss the divestment of its Digital
Media and Video consumer business and the restructuring of its Security
business. The dial in number for the call is +1 212-346-6478. The Webcast can be
accessed at www.scmmicro.com/ir_en/index.html.

Replay information

For those unable to attend, a telephonic replay of the call will be available
through 10:30 A.M. EDT July 7, 2003 at 800-633-8284 and for callers outside the
U.S., +1 402-977-9140. The Reservation Number required to access the replay is
21154106.

ABOUT PINNACLE SYSTEMS, INC.

Pinnacle Systems provides broadcasters and consumers with cutting-edge digital
media creation, storage, and play-back solutions for use at Home, at Work and on
the Air. Pinnacle Systems' award winning digital media solutions are in use
around the world for broadcast, cable and

satellite television, video editing, DVD and CDR authoring and on the Internet.
A recognized industry leader, the company has received eight prestigious Emmy
Awards for its technical innovations and carries this commitment throughout all
of its product lines. Pinnacle Systems may be reached at (650) 526-1600 or at
www.pinnaclesys.com.

ABOUT SCM MICROSYSTEMS

SCM Microsystems is a leading supplier of solutions that open the Digital World
by enabling people to conveniently access digital content and services. The
company markets and sells its smart card reader technology for network and
physical access and conditional access modules for secure digital TV decryption
to OEM customers in the government, financial, enterprise and broadcasting
markets worldwide. Global headquarters are in Fremont, California, with European
headquarters in Ismaning, Germany. For additional information, visit the SCM
Microsystems web site at www.scmmicro.com.

NOTE: 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. These statements are subject to risks and
uncertainties which may cause actual results to differ materially from those
contemplated herein. These include our statements regarding (i) the expected
timing and benefits of the sale of the Company's digital video business to
Pinnacle Systems and the transfer of the Company's digital media reader business
to Zio Corporation; (ii) the Company's belief that the restructuring of its
Security business will enable it to improve its competitive position; and (iii)
the timing and size of any charges related to the sale of the digital video
business, transfer of the digital media reader business and restructuring of the
Security business.. Actual results could differ materially. The transactions to
sell the Company's digital video and digital media reader businesses may not
close, or closing may take longer than expected. Any delay in closing could
decrease the value of and increase the costs of the transactions. In addition,
the Company may experience greater volatility in sales and net margins as a
security company, as the Company's revenues will depend upon fewer markets and
customers. For a discussion of further risks and uncertainties related to SCM's
business, please refer to SCM's public company reports, including the Report on
Form 10-Q for the quarter ended March 31, 2003, filed with the U.S. Securities
and Exchange Commission.

                                       ###

Note: All trademarks are the property of their respective holders.

                                      # # #

EX-99.2

                                                                    Exhibit 99.2

FOR IMMEDIATE RELEASE

CONTACTS:

Darby Dye                             Manfred Mueller
Investor Relations - US               Investor Relations - Europe
510 360 2302                          +49 89 9595 5140
ddye@scmmicro.com                     mmueller@scmmicro.de

                         SCM MICROSYSTEMS NAMES NEW CFO

      FREMONT, CALIF. - June 30, 2003 - SCM Microsystems, Inc. (Nasdaq: SCMM;
Prime Standard: SMY), a leading provider of solutions that open the Digital
World, today named Steven L. Moore as chief financial officer. Moore replaces
Andrew Warner, who is leaving SCM to pursue a new business opportunity. Warner
will provide transitional support services to the company over the next few
months.

      Moore, 49, joins SCM with more than 25 years of finance and accounting
experience. For the past few months, he has assisted SCM to execute on its
strategic plan to divest SCM's Digital Media and Video consumer business, which
resulted in two sales transactions announced today. Moore was previously vice
president, finance at Virata Corporation, a publicly-traded communications
semiconductor developer which was subsequently merged into GlobespanVirata.
While at Virata, he helped put into place the financing and infrastructure to
fuel the company's revenue growth from $12 million to $120 million in two years.
Prior to Virata, Moore was chief financial officer at Health Systems Design
Corporation, a Nasdaq-listed developer of claims administration software for
health benefits administrators. Moore holds a bachelor's degree in Economics
from the University of Colorado.

      Commented Robert Schneider, chief executive officer of SCM, "We deeply
appreciate Andrew Warner's many contributions to the company during the past
four years, which have brought value across all business and operational areas.
We wish him all success in his future endeavors. We are pleased to welcome Steve
Moore to SCM and believe that his experience with growing companies and his
leadership will be a valuable asset to our executive management team."

ABOUT SCM MICROSYSTEMS

SCM Microsystems is a leading supplier of solutions that open the Digital World
by enabling people to conveniently access digital content and services. The
company markets and sells its smart card reader technology for network and
physical access and conditional access modules for secure digital TV

decryption to OEM customers in the government, financial, enterprise and
broadcasting markets worldwide. Global headquarters are in Fremont, California,
with European headquarters in Ismaning, Germany. For additional information,
visit the SCM Microsystems web site at www.scmmicro.com.

                                      # # #



       Note: All trademarks are the property of their respective holders.