sc13d

-----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, K2uZxwlTIwxf0mcwNHFp33QA8dWavKvybN0bAQAnlOL2ZfR40L/sDet7ANeccX25 mUM5twdKzcrtq4npffjk7w== 0000950134-09-010146.txt : 20090508 0000950134-09-010146.hdr.sgml : 20090508 20090508165856 ACCESSION NUMBER: 0000950134-09-010146 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20090508 DATE AS OF CHANGE: 20090508 GROUP MEMBERS: DOUGLAS J. MORGAN GROUP MEMBERS: EUGENE Y. K. MAK, M.D. GROUP MEMBERS: JOHN W. PICCININNI GROUP MEMBERS: MAURY POLNER, C.P.A. GROUP MEMBERS: ROBERT BELILES GROUP MEMBERS: ROBERT ZIVNEY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Midland Lawrence W. CENTRAL INDEX KEY: 0001462857 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 1900-B CARNEGIE AVE. CITY: SANTA ANA STATE: CA ZIP: 92705 SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-53343 FILM NUMBER: 09811571 BUSINESS ADDRESS: STREET 1: 466 KATO TERRACE CITY: FREMONT STATE: CA ZIP: 94539 BUSINESS PHONE: 510-360-2300 MAIL ADDRESS: STREET 1: 466 KATO TERRACE CITY: FREMONT STATE: CA ZIP: 94539 SC 13D 1 f52425sc13d.htm SC 13D sc13d

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

SCM Microsystems, Inc.

(Name of Issuer)

Common Stock
(Title of Class of Securities)

784018103
(CUSIP Number)

Lawrence W. Midland
Hirsch Electronics LLC
1900-B Carnegie Ave.
Santa Ana, CA 92705
949-250-8888
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 30, 2009
(Date of Event Which Requires Filing of Statement on Schedule 13D)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS


	ITEM 1. SECURITY AND ISSUER
	ITEM 2. IDENTITY AND BACKGROUND
	ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	ITEM 4. PURPOSE OF THE TRANSACTION
	ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
	ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
	ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
SIGNATURE
EXHIBIT INDEX
EX-99.2
EX-99.4
EX-99.6
EX-99.7
EX-99.8


CUSIP No.		784018103	Schedule 13 D	Page		2		of		14 Pages

NAME OF REPORTING PERSONS:

Lawrence W. Midland

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

2,042,912

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

1,257,600

WITH:

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,042,912 (See Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN STOCK (SEE INSTRUCTIONS):

þ*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

8.1% (1)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

(1) Calculated based on the number of shares of common stock of SCM Microsystems, Inc. expected to be outstanding following the closing of the merger with Hirsch Electronics Corporation, as reported in the Issuer’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on February 2, 2009, as amended February 12, 2009 (File No. 333-157067).

* This amount excludes 628,800 shares of SCM Microsystems, Inc.’s common stock issuable upon the exercise of warrants held by Mr. Midland, as such warrants are not exercisable within 60 days of the date of the filing of this Schedule 13D.


CUSIP No.		784018103	Schedule 13 D	Page		3		of		14 Pages

NAME OF REPORTING PERSONS:

Eugene Y. K. Mak, M.D.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

2,042,912

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

304,162

WITH:

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,042,912 (See Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

þ*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

8.1% (1)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

* This amount excludes 224,854 shares of SCM Microsystems, Inc.’s common stock issuable upon the exercise of warrants held by Mr. Mak, as such warrants are not exercisable within 60 days of the date of the filing of this Schedule 13D.


CUSIP No.		784018103	Schedule 13 D	Page		4		of		17 Pages

NAME OF REPORTING PERSONS:

Douglas J. Morgan

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

2,042,912

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

266,208

WITH:

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,042,912 (See Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

þ*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

8.1% (1)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

* This amount excludes 143,027 shares of SCM Microsystems, Inc.’s common stock issuable upon the exercise of warrants held by Mr. Morgan, as such warrants are not exercisable within 60 days of the date of the filing of this Schedule 13D.


CUSIP No.		784018103	Schedule 13 D	Page		5		of		17 Pages

NAME OF REPORTING PERSONS:

Maury Polner, C.P.A.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

2,042,912

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH:

SHARED DISPOSITIVE POWER:

152,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,042,912 (See Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

þ*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

8.1% (1)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

* This amount excludes 148,773 shares of SCM Microsystems, Inc.’s common stock issuable upon the exercise of warrants held by Mr. Polner, as such warrants are not exercisable within 60 days of the date of the filing of this Schedule 13D.


CUSIP No.		784018103	Schedule 13 D	Page		6		of		17 Pages

NAME OF REPORTING PERSONS:

Robert Zivney

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

2,042,912

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH:

SHARED DISPOSITIVE POWER:

32,942

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,042,912 (See Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

þ*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

8.1%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

* This amount excludes 16,471 shares of SCM Microsystems, Inc.’s common stock issuable upon the exercise of warrants held by Mr. Zivney, as such warrants are not exercisable within 60 days of the date of the filing of this Schedule 13D.


CUSIP No.		784018103	Schedule 13 D	Page		7		of		17 Pages

NAME OF REPORTING PERSONS:

John W. Piccininni

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

2,042,912

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

20,000

WITH:

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,042,912 (See Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

þ*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

8.1% (1)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

* This amount excludes 10,000 shares of SCM Microsystems, Inc.’s common stock issuable upon the exercise of warrants held by Mr. Piccininni, as such warrants are not exercisable within 60 days of the date of the filing of this Schedule 13D.


CUSIP No.		784018103	Schedule 13 D	Page		8		of		17 Pages

NAME OF REPORTING PERSONS:

Robert Beliles

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

2,042,912

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

10,000

WITH:

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,042,912

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

þ*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

8.1% (1)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

* This amount excludes 5,000 shares of SCM Microsystems, Inc.’s common stock issuable upon the exercise of warrants held by Mr. Beliles, as such warrants are not exercisable within 60 days of the date of the filing of this Schedule 13D.


CUSIP No.		784018103	Schedule 13 D	Page		9		of		14 Pages

ITEM 1. SECURITY AND ISSUER

This Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of the issuer, SCM Microsystems, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is Oskar-Messter-Str. 13, 85737 Ismaning, Germany.

ITEM 2. IDENTITY AND BACKGROUND

(a) This Schedule 13D is being filed by Lawrence W. Midland (“Midland”), a United States citizen; Eugene Y. K. Mak, M.D. (“Mak”), a United States citizen; Douglas J. Morgan (“Morgan”), a United States citizen; Maury Polner, C.P.A. (“Polner”), a United States citizen; Robert Zivney (“Zivney”), a United States citizen; John Piccininni (“Piccininni”), a United States citizen and Robert Beliles (“Beliles”), a United States citizen as a result of a stockholder agreement dated December 10, 2008 entered into between each of them and the Issuer (the “Stockholder Agreement”). Each of Midland, Mak, Morgan, Polner, Zivney, Piccininni, and Beliles are referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.”

The Reporting Persons have entered into a joint filing agreement, dated as of May 6, 2009, a copy of which is attached to this Schedule 13D as Exhibit 8. Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning such Reporting Person contained herein, but no party is responsible for the completeness and accuracy of the information concerning the other parties, unless such party knows or has reason to believe that such information is inaccurate.

	(b)		(1) The business address for Midland, Beliles, Zivney, and Piccininni is Hirsch Electronics LLC, 1900 Carnegie Avenue, Building B, Santa Ana, CA 92705.

			(2) The principal address of Mak is Eugene Y.K. Mak, MD, 32681 Mediterranean Dr., Dana Point, CA 92629.

			(3) The principal address of Polner is Maury Polner, CPA, 44-647 S. Heritage Palms Dr., Indio, CA 92201.

			(4) The business address of Morgan is Douglas Morgan, CEO, Performance Strategies Inc., 7600 S. Rainbow Blvd., #1129, Las Vegas, NV 89139.

	(c)		(1) Midland is President, Beliles is Vice President of Enterprise Business Development, Piccininni is Vice President of Sales, and Zivney is Vice President of Marketing for Hirsch Electronics LLC, a Delaware limited liability company and wholly-owned subsidiary of the Issuer. Hirsch Electronics LLC designs and manufactures commercial security systems for worldwide markets. Midland also serves as an Executive Vice President and Director of the Issuer.

			(2) Mak is retired and his principal address is Eugene Y.K. Mak, MD, 32681 Mediterranean Dr., Dana Point, CA 92629.

			(3) Polner is retired and his principal address is Maury Polner, CPA, 44-647 S. Heritage Palms Dr., Indio, CA 92201.

			(4) Morgan is the CEO of Performance Strategies, Inc. and his principal business address is Performance Strategies Inc., 7600 S. Rainbow Blvd., #1129, Las Vegas, NV 89139.

(d) None of the Reporting Persons have been convicted in a criminal proceeding during the last five years.


CUSIP No.		784018103	Schedule 13 D	Page		10		of		14 Pages

(e) None of the Reporting Persons have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years.

(f) All of the Reporting Persons are citizens of the United States of America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On April 30, 2009, the Issuer completed a merger under the Agreement and Plan of Merger dated as of December 10, 2008 (the “Merger Agreement”), by and among the Issuer, Hirsch Electronics Corporation, a California corporation (“Hirsch Corporation”), and two wholly-owned subsidiaries of the Issuer, pursuant to which Hirsch Corporation became Hirsch Electronics LLC, a new Delaware limited liability company and a wholly-owned subsidiary of the Issuer (the “Merger”). A copy of the Merger Agreement is attached as Exhibit 1 hereto and incorporated by reference into this Item 3 of Schedule 13D.

Upon completion of the Merger, all of the shares of Hirsch Corporation common stock issued and outstanding immediately prior to the Merger were converted into the right to receive $3.00 cash (without interest and less any applicable withholding taxes), two shares of Common Stock and one warrant to purchase one share of Common Stock at an exercise price of $3.00 with a five year term, exercisable for two years following the third anniversary of the effective time of the Merger. A copy of the form of warrant certificate is attached as Exhibit 2 hereto and incorporated by reference into this Item 3 of Schedule 13D (the “Issuer Warrant”).

In addition, all outstanding warrants to purchase shares of Hirsch Corporation were converted into the right to receive a warrant to purchase shares of the Common Stock with a five year term, exercisable for two years following the third anniversary of the effective time of the Merger (the “Converted Warrants”). The number of shares of Common Stock represented by each Converted Warrant, and the per share exercise price therefor, was determined by applying a conversion ratio to the warrants to purchase shares of Hirsch Corporation as provided for in the Merger Agreement. Other than the exercise price, which is dependent upon the conversion ratio and the exercise price underlying the warrants to purchase shares of Hirsch Corporation, the Converted Warrants will have the same terms as the Issuer Warrant.

ITEM 4. PURPOSE OF THE TRANSACTION

The responses set forth in Items 3 and 6 of this Schedule 13D are incorporated by reference in their entirety into this Item 4.

At the effective time of the Merger, Midland and Morgan were appointed to the Issuer’s board of directors, filling vacancies in Class II and Class III of the Issuer’s board of directors, respectively. Midland’s term expires in 2009 and Morgan’s term expires in 2010.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) As a result of the Stockholder Agreement (discussed in Item 6), as of the date of this Schedule 13D the Reporting Persons may be deemed to have beneficial interest in the aggregate amount of 2,042,912 shares (the “Subject Shares”), or 8.1%, of the outstanding Common Stock of the Issuer (including the number of shares of Common Stock as to which there is a right to acquire within 60 days). This percentage is based on the 25,154,985 shares of Common Stock of the Issuer expected to be issued and outstanding following the April 30, 2009 closing of the merger with Hirsch Corporation, as disclosed in the Issuer’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on February 2, 2009, as amended February 12, 2009 (File No. 333-157067) (the “Registration Statement”).

(b) The manner in which the Reporting Persons will vote their shares of Common Stock with respect to certain matters is as set forth in the Stockholder Agreement. Accordingly, the Reporting Persons may be deemed to have shared power to vote or to direct the vote of the Subject Shares with the other Reporting Persons.


CUSIP No.		784018103	Schedule 13 D	Page		11		of		14 Pages

Midland has the sole power to dispose of or direct the disposition of 1,257,600 shares of the Issuer’s Common Stock, which includes (i) 239,600 shares held by the Midland Family Trust Est. Jan 29, 2002, (ii) 5,200 shares held by Midland as custodian for Ashley Marie Midland, (iii) 6,000 shares held by Midland as custodian for Alison Midland, (iv) 4,000 shares held by Midland as custodian for Taylor Ann Midland and (v) 2,800 shares held by Midland as custodian for Madison Kathleen Midland.

Mak has the sole power to dispose of or direct the disposition of 304,162 shares of the Issuer’s Common Stock, which includes (i) 160,666 shares held by The Mak Family Trust Dtd 11/27/79 and (ii) 143,496 shares held by PTC Cust IRA fbo.

Morgan has the sole power to dispose of or direct the disposition 266,208 shares of the Issuer’s Common Stock, which includes 50,000 shares held by Morgan as trustee for Performance Strategies Inc. Profit Sharing Plan & Trust.

Polner has the shared power to dispose of or direct the disposition of 152,000 shares of the Issuer’s Common Stock which are held jointly by Polner and his spouse, Vivian A. Polner, as Co-Trustees of The Polner Living Trust Established June 8, 2000.

Zivney’s has the shared power to dispose of or direct the disposition of 32,942 shares which are owned as community property.

Piccininni has the sole power to dispose of or direct the disposition 20,000 shares of the Issuer’s Common Stock.

Beliles has the sole power to dispose of or direct the disposition 10,000 shares of the Issuer’s Common Stock.

(c) There have been no reportable transactions effected with respect to the shares of Common Stock within the last 60 days by the Reporting Persons except for the acquisition of beneficial ownership of the securities being reported on this Schedule 13D, as described in Item 4 of this Schedule 13D.

Pursuant to the terms of the Merger Agreement, the Issuer is to issue Issuer Warrants to purchase 9,923 shares of Common Stock, with an exercise price of $3.00, to each of Mak, Morgan, and Polner, for their service as directors of Hirsch Corporation in 2008.

Pursuant to the terms of their Employment Agreements (defined below), Beliles, Piccininni, and Zivney were eligible to receive an option grant to purchase up to 25,000 shares of Common Stock, and Midland was eligible to receive an option grant to purchase up to 40,000 shares of Common Stock, under the Issuer’s 2007 Stock Option Plan, subject to approval by the Issuer’s board of directors. On April 30, 2009 the Issuer’s board of directors granted each of Beliles, Piccininni, and Zivney options to purchase 25,000 shares, and granted Midland options to purchase 40,000 shares, each with an exercise price of $2.37. The options granted are scheduled to vest 25% on April 30, 2010, and the remaining options are scheduled to vest in equal monthly installments for the 36 months thereafter, with such options subject to the terms and conditions thereof and of the 2007 Stock Option Plan.

(d) Except as described in this Schedule 13D, no person other than the Reporting Persons are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D.

(e) Not applicable.


CUSIP No.		784018103	Schedule 13 D	Page		12		of		14 Pages


ITEM 6.		CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The Issuer and the Reporting Persons entered into a stockholder agreement, dated December 10, 2008 (the “Stockholder Agreement”), a copy of which is attached as Exhibit 3 hereto and is incorporated herein by reference to this Item 6 of Schedule 13D.

The following descriptions do not purport to cover all of the provisions of the Stockholder Agreement and are qualified in their entirety by reference to the full text of the agreement. The Stockholder Agreement includes the following provisions, among others:

Standstill Agreement

The Reporting Persons agreed to a three-year “standstill” period beginning on the closing date of the Merger. During the standstill period, such parties agreed that, subject to limited circumstances, they would not take certain actions that could be hostile to the Issuer, including without limitation proposing or entering into any acquisition transaction with a third party with respect to the Issuer, acquiring shares of Common Stock that would result in such stockholder holding more than 10% of the Issuer’s outstanding shares, participating in or encouraging the solicitation of proxies with respect to the Issuer’s securities or the securities of its subsidiaries, participating in or encouraging the formation of any group which owns, seeks, or offers to acquire beneficial ownership of the Issuer’s voting securities or which seeks to control the Issuer, or otherwise act alone or in concert with others seeking or offering to control or influence the management of the Issuer’s board of directors or the policies of the Issuer or its subsidiaries.

Lock-Up Agreement

Under the Stockholder Agreement, Midland agreed to a more restrictive lock-up arrangement with respect to the shares of Common Stock and warrants to purchase shares of Common Stock issued in connection with the Merger. Specifically, except in limited circumstances, Midland is prohibited from selling or transferring, or granting or lending or otherwise disposing of, such securities for up to 24 months following the closing date of the Merger. The lock-up arrangement provides that thirty-three and three-tenths percent (33.3%) of the shares subject to the lock-up restrictions will be released from such restrictions one year from the closing date of the Merger, an additional thirty-three and three-tenths percent (33.3%) will be released 18 months from the closing date of the Merger, and the remainder of the shares subject to such restrictions will be released two years from the closing date of the Merger.

Midland currently beneficially owns an aggregate of 1,257,600 shares of Common Stock, or 5.0% of the outstanding Common Stock.


CUSIP No.		784018103	Schedule 13 D	Page		13		of		14 Pages

Agreement to Vote; Election of Directors

The Reporting Persons agreed that for a period of three years after the closing date of the Merger, subject to limited circumstances relating to Midland’s status as a director on the Issuer’s board of directors, they will vote all shares of Common Stock owned by them to elect any director nominee that is recommended by the majority of the Issuer’s board of directors, remove any director when such removal is requested or approved by a majority of the Issuer’s board of directors or the Issuer nominating committee, or oppose the removal or any director unless such removal is approved by a majority of the Issuer’s board of directors. The Reporting Persons also granted the Issuer an irrevocable proxy to vote their respective Common Stock in accordance with the Stockholder Agreement.

In addition, on December 10, 2008 four of the Reporting Persons entered into employment agreements in connection with the Merger. Midland entered into an employment agreement with the Issuer and Hirsch Corporation which became effective on the effective time of the Merger. Beliles, Piccininni, and Zivney entered into employment agreements with Hirsch Corporation which also became effective on the effective time of the Merger. Pursuant to these employment agreements (the “Employment Agreements”), Beliles, Piccininni, and Zivney were eligible to receive an option grant to purchase up to 25,000 shares of Common Stock, and Midland was eligible to receive an option grant to purchase up to 40,000 shares of Common Stock, under the Issuer’s 2007 Stock Option Plan, subject to approval by the Issuer’s board of directors. On April 30, 2009 the Issuer’s board of directors granted each of Beliles, Piccininni, and Zivney options to purchase 25,000 shares, and granted Midland options to purchase 40,000 shares, each with an exercise price of $2.37. The options granted are scheduled to vest 25% on April 30, 2010, and the remaining options are scheduled to vest in equal monthly installments for the 36 months thereafter, with such options subject to the terms and conditions thereof and of the 2007 Stock Option Plan. The Employment Agreements for each of Beliles, Midland, Piccininni, and Zivney are attached to this Schedule 13D as Exhibits 4, 5, 6, and 7, respectively, and are incorporated herein by reference to this Item 6 of Schedule 13D.

Other than as described in this Statement, the Joint Filing Agreement, the Employment Agreements, and the Stockholder Agreement, there are as of the date of this Statement, no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person, to which a Reporting Person is a party, with respect to any securities of the Issuer beneficially owned by such Reporting Person, including, but not limited to, transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the Common Stock of the Issuer to the best knowledge of the Reporting Persons.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

1		Agreement and Plan of Merger, dated as of December 10, 2008, by and among SCM Microsystems, Inc., Deer Acquisition, Inc., Hart Acquisition LLC, and Hirsch Electronics Corporation (incorporated by reference to Exhibit 2.1 to the Issuer’s Form 8-K, filed with the Securities and Exchange Commission on December 11, 2008).

2		Form of Warrant Certificate.

3		Stockholder Agreement, dated as of December 10, 2008, by and among SCM Microsystems, Inc. and the stockholders a party thereto (incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K, filed with the Securities and Exchange Commission on May 4, 2009).

4		Employment Agreement, dated as of December 10, 2008, by and between Hirsch Electronics Corporation and Robert Beliles.

5		Employment Agreement, dated as of December 10, 2008, by and between SCM Microsystems, Inc., Hirsch Electronics Corporation and Lawrence Midland (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K, filed with the Securities and Exchange Commission on May 4, 2009).


CUSIP No.		784018103	Schedule 13 D	Page		14		of		14 Pages

6		Employment Agreement, dated as of December 10, 2008, by and between Hirsch Electronics Corporation and John Piccininni.

7		Employment Agreement, dated as of December 10, 2008, by and between Hirsch Electronics Corporation and Robert Zivney.

8		Joint Filing Agreement by Lawrence W. Midland, Eugene Y. K. Mak, M.D., Douglas J. Morgan, Maury Polner, C.P.A., Robert Zivney, John Piccininni and Robert Beliles, dated May 6, 2009.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of May 6, 2009



	By:	/s/ Robert Beliles
		Robert Beliles



	By:	/s/ Eugene Y. Mak
		Eugene Y. K. Mak



	By:	/s/ Lawrence W. Midland
		Lawrence W. Midland



	By:	/s/ Douglas J. Morgan
		Douglas J. Morgan



	By:	/s/ John Piccininni
		John Piccininni



	By:	/s/ Maury Polner
		Maury Polner



	By:	/s/ Robert Zivney
		Robert Zivney

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EXHIBIT INDEX


EXHIBIT NO.		DESCRIPTION

	1	Agreement and Plan of Merger, dated as of December 10, 2008, by and among SCM Microsystems, Inc., Deer Acquisition, Inc., Hart Acquisition LLC, and Hirsch Electronics Corporation.

	2	Form of Warrant Certificate.

	3	Stockholder Agreement, dated as of December 10, 2008, by and among SCM Microsystems, Inc., and the stockholders party thereto.

	4	Employment Agreement, dated as of December 10, 2008, by and between Hirsch Electronics Corporation and Robert Beliles.

	5	Employment Agreement, dated as of December 10, 2008, by and between SCM Microsystems, Inc., Hirsch Electronics Corporation and Lawrence Midland.

	6	Employment Agreement, dated as of December 10, 2008, by and between Hirsch Electronics Corporation and John Piccininni.

	7	Employment Agreement, dated as of December 10, 2008, by and between Hirsch Electronics Corporation and Robert Zivney.

	8	Joint Filing Agreement by Lawrence W. Midland, Eugene Y. K. Mak, M.D., Douglas J. Morgan, Maury Polner, C.P.A., Robert Zivney, John Piccininni and Robert Beliles, dated May 6, 2009.

EX-99.2 2 f52425exv99w2.htm EX-99.2 exv99w2

Exhibit 2


NUMBER		WARRANTS
[]		[]

SCM MICROSYSTEMS, INC.

WARRANT CERTIFICATE

THIS CERTIFIES THAT, for value received, is the registered holder (the “Holder”) of the number of Warrants stated herein, expiring at 5:00 p.m., Pacific Time, [5 YEAR ANNIVERSARY OF CLOSING DATE], 2014, to purchase one (1) fully paid and non-assessable share of common stock, par value $.001 per share (“Common Stock”), of SCM Microsystems, Inc., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate.

1. Exercise Price

a. The Warrants shall entitle the registered Holder of this Warrant Certificate, subject to the provisions of this Warrant Certificate, to purchase from the Company the number of shares of Common Stock stated herein, at the price of $3.00 per whole share, subject to the adjustments provided in Section 4 hereof (the “Exercise Price”).

b. No fraction of a share of Common Stock will be issued upon any exercise of any Warrant. If the registered Holder would be entitled to receive a fraction of a share of Common Stock upon any exercise of a Warrant, the Company shall, upon such exercise, pay to the registered Holder an amount of cash equal to the product of such fraction multiplied by the Current Market Price on the date of such exercise. The “Current Market Value” shall mean the volume weighted average of the reported closing price (or, if no closing sale price is reported, the average of the bid and ask prices, or, if more than one in either case, the average of the average bid and the average asked prices) per share of the Common Stock for the thirty (30) trading days ending on the trading day immediately preceding the date as of which such value is to be determined, as reported in composite transactions for the NASDAQ Stock Market or, if the shares of Common Stock are not listed for trading on such stock exchange, the price determined in good faith by the Board of Directors of the Company.

c. Upon any exercise of the Warrants evidenced by this Warrant Certificate for less than the total number of Warrants evidenced by this Warrant Certificate, there shall be issued to the registered Holder hereof a new Warrant Certificate covering the number of Warrants for which this Warrant Certificate has not been exercised.

2. Duration of Warrants. Each Warrant evidenced by this Warrant Certificate may be exercised only during the period (“Exercise Period”) commencing on [3 YEAR ANNIVERSARY OF CLOSING DATE], 2012, and terminating at 5:00 p.m., Pacific time, on [5 YEAR ANNIVERSARY OF CLOSING DATE], 2014, (the “Expiration Date”). Each Warrant evidenced by this Warrant Certificate that is not exercised on or before the Expiration Date shall become void, and all rights in and to any such Warrant and this Warrant Certificate shall cease at the close of business on the Expiration Date. Neither the Transfer Agent, nor the Company or

any of its directors, officers or other affiliates, shall have any obligation to inform or remind the Holder of the expiration of any of the Warrants.

3. Exercise of Warrants.

a. The registered Holder (and only the registered Holder) may exercise all or any portion of the Warrants evidenced by this Warrant Certificate by delivering, not later than 5:00 P.M., Pacific time, on any Business Day during the Exercise Period (the “Exercise Date”) to American Stock Transfer and Trust Company (the “Transfer Agent,” which term includes any successor Transfer Agent) at its corporate trust department at ___, each of the following: (i) this Warrant Certificate, (ii) a subscription form substantially in the form attached hereto as Exhibit A (the “Subscription Form”) which has been duly and properly executed by the registered Holder, (iii) an amount equal to the aggregate Exercise Price for the number of full shares of Common Stock as to which Warrants are exercised, and (iv) any and all applicable withholding taxes due in connection with the exercise of the Warrants.

b. If any of (i) this Warrant Certificate, (ii) the Subscription Form, or (iii) the applicable aggregate Exercise Price with respect to any exercise of Warrants is received by the Transfer Agent after 5:00 P.M., Pacific time, the Warrants to be exercised will be deemed to have been received for exercise and exercised on the Business Day next succeeding the date on which all such items were received and such date shall be the Exercise Date for purposes hereof. If the date such items are received is not a Business Day, the Warrants to be exercised will be deemed to be received for exercise and exercised on the next succeeding day that is a Business Day and such date shall be the Exercise Date. If any Warrants to be exercised are received or deemed to have been received after 5:00 P.M., Pacific time, on the Expiration Date, the exercise of such Warrants will be null and void and any funds delivered to the Transfer Agent will be returned to the registered Holder as soon as reasonably practicable. In no event will interest accrue on any funds paid to or deposited with the Transfer Agent in respect of any exercise or attempted exercise of any Warrants. The validity of any exercise of Warrants will be determined in good faith by the Transfer Agent in its sole discretion and such determination will be final and binding upon the Holder and the Company, subject to manifest error. In the event the Transfer Agent determines any exercise of Warrants to be invalid, the Transfer Agent will use commercially reasonable efforts to provide notice of such determination and its basis for such determination to the Holder; provided that neither the Company nor any of its directors, officers or affiliates shall have any obligation to inform the Holder of the invalidity of any exercise of Warrants; provided, further, that none of the Transfer Agent, the Company or any of their respective directors, officers or affiliates shall have any liability whatsoever to Holder or any of Holder’s successors or assigns as a result of any determination as to the validity or invalidity of any exercise of Warrants or any failure or delay in providing any such notice, other than the obligation to effect the exercise of Warrants upon a showing of manifest error pursuant to the immediately preceding sentence.

c. As used herein, the term “Business Day” means any day that is not a Saturday or Sunday and is not a United States federal holiday or a day on which banking institutions generally are authorized or obligated by law or regulation to close in New York.

d. The Company and the Transfer Agent may deem and treat the registered Holder as the sole and absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise of any Warrant evidenced by this Warrant Certificate, of any distribution with respect to any Warrants evidenced by this Warrant Certificate, and for all other purposes, and neither the Company, nor the Transfer Agent, shall be affected by any notice to the contrary.

4. Adjustments. In the event the Company shall fix a record date for the effectuation of a reclassification, split or subdivision of the outstanding shares of Common Stock or the determination of the holders of Common Stock entitled to receive a dividend or other distribution payable to all holders of the Common Stock in additional shares of Common Stock or other securities or rights convertible into, or entitling all holders of the outstanding Common Stock to receive directly or indirectly, additional shares of Common Stock (“Common Stock Equivalents”), in each case, without payment of any consideration by holders for the additional shares of Common Stock or Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof) (collectively, a Distribution”), then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), the Exercise Price per share of Common Stock shall be appropriately decreased and the number of shares of Common Stock issuable upon any exercise subsequent to such adjustment of any Warrants evidenced by this Warrant Certificate shall be appropriately increased, in both cases in the same proportion as the increase in the outstanding shares of Common Stock due to the Distribution. If the number of shares of Common Stock outstanding shall be decreased by a combination of the outstanding shares of Common Stock or similar event (a “Combination”), the Exercise Price per share of Common Stock shall be appropriately increased and the number of shares of Common Stock issuable upon any exercise subsequent to such adjustment of any Warrants evidenced by this Warrant Certificate shall be appropriately decreased, in both cases in the same proportion as the decrease in outstanding shares of Common Stock due to the Combination. If any Distribution, Combination or other split, subdivision, dividend or distribution of the type described in this Section 4 is declared but not made, the number of shares of Common Stock issuable upon the exercise of any Warrants evidenced by this Warrant Certificate and the applicable Exercise Price per share of Common Stock shall again be adjusted to that number of shares of Common Stock that would be issuable upon exercise of each Warrant and the Exercise Price that would have been in effect if such Distribution, Combination or other split, subdivision, dividend or distribution had not been declared. As soon as reasonably practicable after any such Distribution or Combination, unless information regarding the Distribution or Combination is publicly available, the Company will use commercially reasonable efforts to provide notice to the Holder (at the address of such Holder in the Company’s records) of any such Distribution or Combination; provided, that neither the Company nor any of its directors, officers or affiliates shall have any liability to Holder or any of Holder’s successors or assigns as a result of any failure or delay in providing any such notice.

5. Merger, Consolidation or Sale. If at any time there shall be a sale of all or substantially all of the Company’s properties and assets to any other person, or a merger or consolidation of the Company with and into another corporation pursuant to which the Company is not the surviving entity and stockholders of the Company immediately prior to such merger or consolidation control less than 50% of the voting securities of the surviving corporation (a “Sale”), then, as a part of such Sale, lawful and reasonable provision shall be made so that the

Holder of this Warrant shall thereafter be entitled to receive, upon exercise and surrender, if required, of the Warrants evidenced by this Warrant Certificate, during the period specified herein in accordance with the terms of this Warrant Certificate, the number of shares of common stock or other securities or property of the surviving or successor corporation resulting from the Sale that a holder of the shares deliverable upon exercise of the Warrants evidenced by this Warrant Certificate would have been entitled to receive in such Sale if the Warrants evidenced by this Warrant Certificate had been exercised immediately prior to the Sale. In any such case, if necessary, appropriate adjustment shall be made to the Exercise Price of the Warrants evidenced by this Warrant Certificate so that the aggregate Exercise Price of the Warrants evidenced by this Warrant Certificate (as adjusted in accordance with the immediately preceding sentence) shall remain substantially the same.

6. Transfer Restrictions. This Warrant Certificate, the Warrants represented hereby and any and all other rights hereunder are not transferable by the Holder without the prior written consent of the Company. In order to enforce the foregoing restriction, the Company may impose stop transfer instructions with respect to the shares of Common Stock issuable upon the exercise of any Warrant evidenced by this Warrant Certificate. Notwithstanding the foregoing, subject to providing prior written notice to the Company, the registered Holder shall be permitted to transfer the Warrants evidenced by this Warrant Certificate (a) as a bona fide gift or gifts, (b) to any trust for the direct or indirect benefit of such registered Holder or the immediate family of such registered Holder, or (c) by will or intestate succession, provided that, in each case, (i) the registered Holder and such transferee comply with Section 7 hereof and (ii) any such transfer shall not involve a disposition for value. For purposes of this Section, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

7. Transfer and Replacement Procedures.

a. In the event of a permitted transfer of any or all of the Warrants evidenced by this Warrant Certificate, such transfer will be made on the registry maintained for such purpose at the principal office of the Company only upon (i) surrender to the Company of this Warrant Certificate duly and properly endorsed by the registered Holder, (ii) payment by the Holder of any necessary transfer tax or other governmental charge imposed upon such transfer (with reasonable evidence of such payment provided to the Company), and (iii) receipt by the Company from the registered Holder and the proposed transferee of an Assignment Agreement substantially in the form attached as Exhibit B hereto that have been duly and properly executed by the registered Holder and the transferee. Upon due presentment of the items described in (i)-(iii) above, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants as this Warrant Certificate will be issued to the transferee and the registered Holder, as applicable, in exchange for this Warrant Certificate and thereafter this Warrant Certificate will be cancelled. Until a transfer of this Warrant Certificate is duly registered on the books of the Company, as described above, the Company may treat the registered Holder hereof as the owner for all purposes.

b. Upon receipt by the Company of (i) evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of this Warrant Certificate, (ii) in case of loss, theft or destruction, an indemnity agreement and/or security from the registered Holder reasonably satisfactory to the Company, (iii) in the case of mutilation, this

Warrant Certificate for surrender and cancellation, and (iv) reimbursement from the Holder of all reasonable expenses incidental thereto, the Company will make and deliver to the registered Holder a new Warrant Certificate of like tenor and evidencing in the aggregate a like number of Warrants as this Warrant Certificate dated as of the date of such cancellation (but without any change in the Expiration Date), in lieu of this Warrant Certificate.

8. Share Rights. The accrual of dividends, if any, on the shares of Common Stock issued upon the exercise of any Warrant evidenced by this Warrant Certificate will be governed by the terms generally applicable to Common Stock. Neither this Warrant Certificate nor the Warrants evidenced hereby shall entitle the any Holder hereof or thereof to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to receive dividends, if any, or payments upon the liquidation, dissolution or winding up of the Company or to exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.

9. Miscellaneous.

a. Authorized Shares. The Company covenants that during the period that any Warrant remains outstanding under this Warrant Certificate it will reserve from its authorized and unissued shares of Common Stock a sufficient number of shares of Common Stock to provide for the exercise of the purchase rights under this Warrant Certificate.

b. Governing Law; Construction. This Warrant Certificate shall constitute a contract under the laws of the State of Delaware and for all purposes shall be construed in accordance with and governed by the laws of said state, without regard to any principles of choice of law or conflicts of law. The descriptive headings of the several sections of this Warrant Certificate are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions thereof.

c. Expiration. This Warrant Certificate shall be void and any and all Warrants and other rights represented hereby shall cease to the extent that the Warrants are not exercised on or before the Expiration Date.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date set forth below.

SCM MICROSYSTEMS, INC.


By:
Name:
Title:

, 2009

COUNTERSIGNED:

AMERICAN STOCK TRANSFER AND TRUST COMPANY,
as Transfer Agent


By:
Name:
Title:

Exhibit A

SUBSCRIPTION FORM

(To Be Executed by the Registered Holder in Order to Exercise Warrants)

The undersigned registered Holder of Warrant Certificate number , hereby irrevocably elects to exercise Warrants represented by such Warrant Certificate and to purchase the shares of Common Stock issuable upon the exercise of such Warrants, and hereby requests that certificates for such shares of Common Stock be issued in the name of and to be delivered to:

(PLEASE TYPE OR PRINT NAME AND ADDRESS)
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and, if such number of Warrants shall not be all the Warrants evidenced by such Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the registered Holder at the address stated below:

Dated:


(SIGNATURE OF REGISTERED HOLDER)


(NAME AND TITLE)


(ADDRESS)


(TAX IDENTIFICATION NUMBER)

THE SIGNATURE ON THIS SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THE WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE NASDAQ STOCK EXCHANGE.

Exhibit B

ASSIGNMENT AGREEMENT

(To Be Executed by the Registered Holder in Order to Assign Warrants)

For value received, the undersigned registered Holder of Warrant Certificate number hereby sells, assigns, and transfers unto:

(PLEASE TYPE OR PRINT NAME AND ADDRESS OF TRANSFEREE)
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER OF TRANSFEREE)

of the Warrants represented by such Warrant Certificate, and hereby irrevocably constitutes and appoints the Company, as its attorney, to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.

Dated:


(SIGNATURE OF REGISTERED HOLDER)


(NAME AND TITLE)


(ADDRESS)


(TAX IDENTIFICATION NUMBER)

THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THE WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE NASDAQ STOCK EXCHANGE.

The undersigned transferee of Warrants represented by such Warrant Certificate hereby irrevocably agrees to be bound by the terms and conditions of the Warrant Certificate and any Warrant Certificate issued in replacement thereof.

Dated:


(SIGNATURE OF REGISTERED HOLDER)


(NAME AND TITLE)

EX-99.4 3 f52425exv99w4.htm EX-99.4 exv99w4

Exhibit 4

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is dated as of December 10, 2008, by and between Hirsch Electronics Corporation, a California corporation (the “Company”), and Mr. Robert Beliles (the “Employee”).

WHEREAS, SCM Microsystems, Inc., a Delaware corporation (“Parent”), the Company and certain other parties thereto have entered into that certain Agreement and Plan of Merger dated as of December 10, 2008 (the “Merger Agreement”), pursuant to which, among other things, through a two-step merger the Company will become a wholly-owned subsidiary of Parent and be transformed into a new Delaware limited liability company (together as used herein, the “Merger”).

WHEREAS, as an inducement for and a condition to Parent agreeing to enter into the Merger Agreement and in consideration of the transactions contemplated by the Merger Agreement, concurrently with the execution of the Merger Agreement, Employee and the Company have agreed to enter into this Agreement which will set forth the terms of Employee’s employment by the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee agree as follows:

1. Effective Date. This Agreement shall automatically and immediately become effective at, and not before, the Effective Time, as such term is defined in the Merger Agreement. Notwithstanding any other provision of this Agreement, if the Merger Agreement is terminated, this Agreement shall not become effective, shall have no force or effect, and shall be null and void.

2. Employment; Employment Period; Position; Duties.

a. The Company hereby agrees to employ Employee, and Employee hereby accepts such employment with the Company, in each case, on the terms and subject to the conditions hereinafter set forth. Subject to any earlier termination of Employee’s employment as provided herein, Employee’s employment hereunder shall be for an initial term commencing at the Effective Time and ending on the third (3rd) anniversary of the Effective Time (the “Employment Period”). Beginning on the third (3rd) anniversary and continuing on each anniversary thereafter, the employment agreement shall automatically extend for a period of one (1) year, subject to any termination of Employee’s employment as provided herein.

b. Employee shall serve as the Company’s Vice President, Enterprise, Business Development, and shall report directly to Larry Midland (the “Reporting Officer”). Employee shall also serve in such other capacities as may be requested from time to time by the Reporting Officer, the Chief Executive Officer of the Company and/or the Board of Directors of the Company or the sole member of the Company, as the case may be (the “Board/Member”) or a duly authorized committee thereof. Employee shall perform such duties as are customarily

associated with his position and as reasonably required by the Reporting Officer. Employee shall also render such other services for the Company and its subsidiaries and affiliated entities as the Company may from time to time request that are generally commensurate with such Employee’s title. Employee agrees to serve the Company faithfully and perform such duties and services using his best efforts and abilities. Employee agrees to devote his full-time attention and energies exclusively to the business of the Company and the performance of his duties and services, and to act at all times in the best interests of the Company. Employee agrees to conduct himself at all times in a business-like and professional manner as appropriate for a person in Employee’s position and to represent the Company in all respects in a manner that comports with sound business judgment in the highest ethical standards. Employee will be subject to and abide by the policies and procedures of the Company and its subsidiaries and affiliated companies, as adopted and revised by the Company or any of its subsidiaries and affiliated companies from time to time. Employee shall be subject to the direction of the Company, which shall retain full control over the means and methods by which Employee performs his duties and the above services and of the place(s) at which all such duties and services are rendered. Employee’s principal place of employment shall be at the Company’s offices in Santa Ana, California.

3. Compensation; Benefits.

a. Base Salary. As compensation for services rendered to the Company, Employee shall be entitled to a base salary at the annual rate of $200,000 (two hundred thousand dollars), payable in accordance with the regular payroll practices of the Company for its employees. Employee shall be eligible to such merit increases in Employee’s base salary, if any, as may be determined from time to time in the sole discretion of the Board/Member. Employee’s annual base salary rate, as in effect from time to time, is hereinafter referred to as the “Base Salary.”

b. Bonus. Employee shall be eligible to receive an annual target based variable bonus, of up to 40% of the Employee’s annual base salary, based upon the achievement of personal performance targets established by the Parent’s Board of Directors in consultation with Employee, and the overall success of the Company. Any bonus would be subject to the terms and conditions of the Parent’s MBO Bonus Program, as the same may be amended from time to time, and the Employee’s continuing employment. The achievement of the performance and other target would be determined and any resulting bonus would be payable on a quarterly basis (up to a maximum bonus of 10% of the Employee’s annual base salary per quarter). A copy of the Parent’s MBO Bonus Program as currently in effect is attached hereto as Exhibit A.

c. Stock Options. Upon the Effective Time, the Employee shall be eligible to participate in Parent’s Stock Option Plan. It is anticipated that the Employee will receive a one-time grant of a non-qualified stock option to purchase 25,000 (twenty-five thousand) shares of the Parent’s common stock, subject to the terms and conditions of the Parent’s Stock Option Plan. Any such grant is subject to approval by the Parent’s Board of Directors. A copy of the Parent’s Stock Option Plan as currently in effect is attached hereto as Exhibit B.

from time to time, on the same basis as other employees of the Company occupying positions with responsibility and salary comparable to that of Employee, but in any event not materially inferior to the benefits the Employee enjoyed as an employee of the Company prior to the Merger. The Company may at any time and from time to time change, amend, modify or completely eliminate any such plans, programs and benefits available to its employees and Employee’s participation in any such plans, programs and benefits shall not affect such right of the Company; Employee agrees and acknowledges that he shall have no vested rights under or to participate in any such plans, programs and benefits except as expressly provided under the terms thereof.

4. Termination of Employment. Employee’s employment with the Company or any of its subsidiaries or affiliated entities may be terminated by Company at any time and for any or no reason. Employee will be required to give the Company three (3) months advance written notice of any resignation of Employee’s employment. Notwithstanding any other provision of this Agreement, the provisions of this Section 4 shall exclusively govern Employee’s rights upon termination of employment with the Company and any of its subsidiaries or affiliates entities for Cause, death or Disability or any other reason.

a. By the Company For Cause; Resignation by Employee. Employee’s employment may be terminated by the Company for Cause at any time. For purposes of this Agreement, “Cause” shall mean: (i) unsatisfactory performance in any material respect of Employee’s duties, services or responsibilities (as generally described in this Agreement) as determined by the Board/Member, provided that the Company has given Employee written notice specifying the unsatisfactory performance of his duties and responsibilities and a reasonable opportunity to cure, and Employee has failed to cure such deficiencies; (ii) a material breach by Employee of any of his obligations hereunder which remains uncured after the lapse of thirty (30) days following the date that the Company has given Employee written notice thereof; (iii) a breach by Employee of his duty not to engage in any transaction that represents, directly or indirectly, self-dealing with the Company or any of its subsidiaries or affiliated entities which has not been approved by a majority of the disinterested directors of the Board/Member or of the terms of his employment; (iv) any act of intentional dishonesty, willful misconduct, embezzlement, intentional fraud or similar conduct involving the Company or any of its subsidiaries or affiliated entities; (v) the conviction or the plea of nolo contendere or the equivalent in respect of a felony involving moral turpitude; or (vi) intentional, malicious infliction of any damage of a material nature to any property of the Company or any of its subsidiaries or affiliated entities. If Employee’s employment is terminated by the Company for Cause or by Employee for any reason, Employee shall be entitled to receive following the date of such termination: (A) the Base Salary through the date of termination; (B) reimbursement for any unreimbursed business expenses properly incurred by Employee in accordance with Company policy prior to the date of Employee’s termination; and (C) any earned but unpaid benefits, if any, through the date of termination in accordance with the applicable employee benefit plan of the Company (the amounts described in clauses (A) through (C) of this Section 4(a), reduced by any amounts owed by Employee to the Company, being referred to as the “Accrued Rights”). In addition, except as may otherwise be expressly provided in any plan, agreement or other instrument that governs the terms of any stock option or other incentive compensation, all unvested stock options and other incentive compensation shall immediately be

cancelled and forfeited. Following such termination of Employee’s employment by the Company for Cause or by Employee for any reason, except as set forth in this Section 4(a), Employee shall have no further rights to any compensation or benefits from the Company or any of its subsidiaries or affiliated entities under this Agreement or otherwise.

b. Disability or Death. Employee’s employment shall terminate upon Employee’s death and may be terminated by the Company if Employee becomes (in the good faith judgment of the Board/Member) physically or mentally incapacitated and is therefore unable for a period of three (3) consecutive months or for an aggregate of six (6) months in any twelve (12) consecutive month period to perform Employee’s duties (such incapacity is hereinafter referred to as “Disability”). Upon termination of Employee’s employment hereunder by reason of his Disability or death, Employee or Employee’s estate (as the case may be) shall be entitled to receive the Accrued Rights following the date of such termination. Employee’s rights with respect to any stock option or other incentive compensation shall be determined by the terms of any plan, agreement or other instrument that governs the terms of any such stock options or other incentive compensation. Following Employee’s termination of employment due to death or Disability, except as set forth in this Section 4(b), Employee shall have no further rights to any compensation or benefits from the Company or any of its subsidiaries or affiliated entities under this Agreement or otherwise.

c. By the Company Without Cause. Employee’s employment may be terminated by the Company at any time without Cause. If Employee’s employment is terminated by the Company without Cause (other than by reason of death or Disability), Employee shall be entitled to receive: (i) the Accrued Rights following the date of such termination; and (ii) subject to Employee’s execution (within thirty (30) days following the date of termination) and non-revocation of a release of claims in favor of the Company in a form provided by the Company (which release excludes from its scope claims under any continuing right under any benefit or stock option plan or agreement), a payment equal to the amount of Employee’s then current Base Salary that would have been payable over a three (3) month period following the date of such termination, payable monthly in accordance with the Company’s normal payment schedule and practices beginning on the next regular payroll distribution after the date that the release of claims becomes irrevocable, and all previously granted unvested options shall cease vesting upon the date of such termination. Following Employee’s termination of employment by the Company without Cause (other than by reason of Employee’s death or Disability), except as set forth in this Section 4(c), Employee shall have no further rights to any compensation or benefits from the Company or any of its subsidiaries or affiliated entities under this Agreement or otherwise.

d. By the Employee For Good Reason. Employee’s employment may be terminated by the Employee for Good Reason (as hereinafter defined). For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without the Employee’s prior written consent: (i) a material reduction of Employee’s duties, position, job title, or responsibilities; (ii) a reduction of Employee’s base salary or total compensation package; (iii) Employee being forced to relocate; or (iv) the Company requires Employee to perform illegal or fraudulent acts. However, none of the foregoing events or conditions shall constitute Good Reason unless: (x) the Employee delivers to the Company a written notice

identifying in reasonable detail the act or acts constituting “Good Reason” and his intention to so terminate his employment (a “Notice of Good Reason”), within fifteen (15) days following the Employee’s knowledge of the circumstances constituting “Good Reason;” (y) the Company does not reverse or otherwise cure the event or condition within fifteen (15) days after the date that the Notice of Good Reason is delivered; and (z) the Employee resigns his employment no earlier than five (5) and no later than fifteen (15) days following the expiration of that cure period. If the Employee terminates his employment for Good Reason (other than by reason of death or Disability), Employee shall be entitled to receive: (i) the Accrued Rights following the date of such termination; and (ii) subject to Employee’s execution (within thirty (30) days following the date of termination) and non-revocation of a release of claims in favor of the Company in a form provided by the Company (which release excludes from its scope claims under any continuing right under any benefit or stock option plan or agreement), a payment equal to the amount of Employee’s then current Base Salary that would have been payable over a three (3) month period following the date of such termination, payable monthly in accordance with the Company’s normal payment schedule and practices beginning on the next regular payroll distribution after the date that the release of claims becomes irrevocable, and all previously granted unvested options shall cease vesting upon the date of such termination. Following Employee’s termination of employment by the Employee for Good Reason(other than by reason of death or Disability), except as set forth in this Section 4(d), Employee shall have no further rights to any compensation or benefits from the Company or any of its subsidiaries or affiliated entities under this Agreement or otherwise.

e. Company Property. Upon any termination of Employee’s employment with the Company or any of its subsidiaries or affiliated entities, or earlier upon request, Employee shall promptly return to the Company all property of the Company or any of its subsidiaries or affiliated entities in Employee’s possession and deliver to the Company all copies of all correspondence, documents, data and other materials belonging to or containing proprietary information of the Company or any of its subsidiaries or affiliated entities.

f. Section 409A Provisions.

(i) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee, and (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such

delay) shall be paid or reimbursed to Employee in a lump sum as soon as administratively practicable, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(ii) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, (A) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (B) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (B) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (C) such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred.

5. Restrictive Covenants.

a. Confidentiality. Employee acknowledges that Employee has signed and agrees to be bound by all of the terms and conditions of that certain Non-Disclosure Proprietary Information and Inventions Agreement (the “Proprietary Information Agreement”), attached as Exhibit C to this Agreement, which agreement shall remain in full force and effect at all times during and after the Employment Period, and the terms of which shall apply with respect to the Company and its subsidiaries and affiliated entities. Notwithstanding anything to the contrary contained herein or in the Proprietary Information Agreement, neither this Agreement or the Proprietary Information Agreement shall affect any of Employee’s pre-existing obligations under any non-disclosure, non-competition or proprietary information and inventions agreement or similar agreement between Employee and the Company or any of its subsidiaries or affiliated entities.

b. Agreement Not to Compete/Non-Solicitation. Employee agrees that during the Employment Period, Employee shall not, directly or indirectly:

(i) acquire or hold any interest in, manage, operate, join, control, or engage or participate in any capacity in the financing, ownership, management, operation or control of, be or become an officer, director, stockholder, owner, co-owner, partner, trustee, consultant, or advisor to, contract or permit Employee’s name or likeness to be used by, or be employed by, render or perform services for or connected in any manner with, any third party, firm, company, entity, person, business or other enterprise which is engaged in any line of business in which the Company or any of its Subsidiaries or affiliated entities or any of their respective successors or assigns is engaged or proposes to be engaged during the Employment Period; provided, however, that such restriction shall not apply to any ownership as a passive investment of less than 1% of the outstanding shares of the capital stock of a publicly-held corporation if (A) such shares are actively traded on the New York Stock Exchange or the Nasdaq Global Market or similar market or exchange and (B) Employee is not otherwise associated directly or indirectly with such corporation or any affiliate of such corporation;

(ii) encourage, induce, recruit, hire, solicit or attempt to solicit or induce, or take any other action which is intended to induce or encourage, or has the effect of inducing or encouraging, any person who is a full-time, part-time or temporary employee or contractor of the Company or any of its subsidiaries or affiliated entities or who was an employee or contractor of the Company or any of its subsidiaries or affiliated entities at any time during prior six-month period, or encourage or otherwise cause any such employee or contractor to terminate or alter his or her employment or other relationship, whether such employment is pursuant to a written agreement, for a predetermined period, or is at-will, with the Company or any of its subsidiaries or affiliated entities, or to accept employment with or perform services for any third party, firm, company, entity, person, business or other enterprise; or

(iii) interfere or attempt to interfere with existing relationships that may exist between the Company or any of its subsidiaries or affiliated entities, or any of their respective successors or assigns, and any of their respective customers, suppliers, consultants, clients, licensees, licensors, landlords or other business relations, or approach, contact, solicit, induce, request, advise, recruit or otherwise encourage any existing or prospective customers, suppliers, consultants, clients, licensees, licensors, landlords, strategic partners or vendors, or other business relations of the Company or any of its subsidiaries or affiliated entities to cease doing business or withdraw, curtail or cancel or otherwise alter their business dealings or relationship with the Company or any of its subsidiaries or affiliated entities (including by making any negative or disparaging statements or communications about the Company or any of its subsidiaries or affiliated entities), including on behalf of or to move such business or relationship to, any third party, firm, company, entity, person, business or other enterprise; provided, however, that notwithstanding the foregoing, for purposes of this Agreement, the placement of general advertisements which may be targeted to a particular geographic or technical area but which are not targeted directly or indirectly towards employees of the Company or any of its subsidiaries or affiliated entities or any of their respective successors or assigns is engaged shall not be deemed to be a solicitation under this Agreement.

(iv) Exceptions to this Section 5(b) can only be approved by prior written approval of the Parent’s Board of Directors.

c. During the Employment Period and following any termination of this Agreement, Employee agrees not to make any public statements (whether written or oral and whether to the media, any third party or otherwise), that are detrimental, prejudicial, disparaging, libelous, slanderous or damaging to, or would otherwise reflect negatively on the reputation of, the Company or any of its subsidiaries or affiliated entities or any of their respective members, officers, employees, representatives, counsel, affiliates, successors, assigns, products or businesses. Employee further agrees that he will not act in any manner that might interfere with the business or disparage the reputation of the Company or any of its subsidiaries or affiliated entities or any of their respective members, officers, employees, representatives, counsel or affiliates. Nothing set forth in this Section 5(c) shall prohibit or limit in any way Employee’s right to accurately and honestly respond as required or to cooperate with any valid government, court or regulatory order or request.

d. Remedies. Employee acknowledges that in the event of breach or threatened breach by Employee of any of the terms of this Section 5, the Company and its subsidiaries and affiliated entities would suffer significant and irreparable harm that can not be satisfactorily compensated in monetary terms, and that the remedies at law available to the Company and its subsidiaries and affiliated entities will otherwise be inadequate and, therefore, the Company and its subsidiaries and affiliated entities shall be entitled, notwithstanding the provisions of Section 10(e), to specific performance of this Agreement by Employee, including the immediate ex parte issuance of a temporary, preliminary and final injunction enjoining Employee from any such violation or threatened violation of this Section 5, and to exercise such remedies cumulatively or in conjunction with any and all other rights and remedies provided by law or in equity and under this Agreement. Employee hereby acknowledges and agrees that the Company shall not be required to post bond as a condition to obtaining or exercising any such remedies, and Employee hereby waives any such requirement or condition and the Employee agrees that he or she shall not plead adequacy of any relief at law available to the Company or its successors or assigns (as applicable) (including monetary damages) as a defense to any petition, claim or motion for preliminary or final injunctive relief to enforce any provision of this Agreement. Notwithstanding anything herein to the contrary, the Company may terminate the payment of any amount or benefits payable to Employee under this Agreement in the event of a breach of any of the covenants set forth in this Section 5.

(i) In the event that the Employee or the Company or its successors or assigns (as applicable) should contest the enforceability of any provision of this Agreement in any court of competent jurisdiction, then any time period associated with any such challenged provision shall be deemed suspended at the time of filing the action in which such enforceability is contested. In the event that the enforceability of any such provision is upheld by such court of competent jurisdiction, all periods of appeal having expired thereon, then the remaining portion of any such time period shall automatically thereafter once again become effective. For purposes of this Agreement, the remaining portion of any such time period shall be the difference between the full stated time period in this Agreement relating to any such provision, less any time that Employee complied with such provision prior to the filing of the aforesaid action and less any time that Employee was restrained by temporary restraining order, permanent injunction or similar order issued by any court of competent jurisdiction from violating any such provision during the pendency of such action or proceeding.

(ii) The rights and remedies of Company hereunder are not exclusive of or limited by any other rights or remedies that Company may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative), and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. Without limiting the generality of the foregoing, the rights and remedies of Company hereunder, and the obligations and liabilities of Employee hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like. This Agreement does not limit Employee’s obligations or the rights of Company (or any affiliate of Company) under the terms of any other agreement between Employee and Company or any affiliate of Company.

(iii) If Company, any of its Subsidiaries or affiliated entities or their respective successors or assigns (as applicable) successfully, in whole or part, asserts an action at law or in equity to enforce any of the terms of this Agreement, then Company, its Subsidiaries or affiliated entities or its successors or assigns (as applicable), shall be entitled to recover from Employee all reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which it may be entitled. If Employee successfully, in whole or part, asserts an action at law or in equity to enforce any of the terms of this Agreement, then Employee shall be entitled to recover from Company, any of its Subsidiaries or affiliated entities or their respective successors or assigns (as applicable) all reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which Employee may be entitled.

6. Company Options. Employee acknowledges and agrees that at the Effective Time, any and all Company Options held by Employee as of the Effective Time will automatically and without any action by Employee be terminated in accordance with the terms and conditions of the Merger Agreement, notwithstanding anything to the contrary that may be set forth in any plan, agreement or other instrument that otherwise governs the terms of such Company Options.

7. Indemnification. The Articles of Incorporation or the Operating Agreement of the Company, as the case may be, shall provide for indemnification of the Employee to the maximum extent permitted by law. The Company shall maintain a Directors’ and Officers’ insurance policy that is reasonably acceptable to the Parent, with such amounts of coverage that is customary given the size and business of the Company, and a premium that is commercially reasonable, for so long as the Parent maintains such insurance for the benefit of the officers of the Parent.

8. Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile, upon written confirmation of receipt by facsimile, (b) on the first (1st) Business Day following the date of dispatch if delivered utilizing a recognized courier under circumstances in which such courier guarantees next-day delivery (except in the case of overseas delivery, in which case notice shall be deemed duly given on the third (3rd) Business Day following the date of dispatch if delivered utilizing a recognized international courier under circumstances in which such courier guarantees such delivery) or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid (except in the case of overseas delivery, in which case notice shall be deemed duly given on confirmed receipt if delivered by registered or certified mail, return receipt requested, postage prepaid). All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(i)

If to Parent, to:

SCM Microsystems, Inc.
Oskar-Messter-Straße 13,
85737, Ismaning Germany
Attention: Felix Marx
Facsimile: +49.89.9595.5170

with a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, California 94105
Attention: Michael L. Reed
Facsimile: 415.374.8459

(ii)

If to the Company:

Hirsch Electronics Corporation
1900-B Carnegie Ave.
Santa Ana, CA 92705
Attention: Larry Midland
Facsimile: 949.250.7372

(iii) if to Employee, to the address of Employee set forth on the signature page hereto.

9. Taxation. The Company may withhold from any payments made to Employee under the Agreement any and all federal, state, city, foreign or other applicable taxes as shall be required pursuant to any applicable law, governmental regulation or ruling.

10. Survival. Sections 1, 4, 5, 6, 7, 8, 9 and 10 of this Agreement shall survive and remain in full force and effect following any termination of this Agreement or Employees employment with the Company.

11. Miscellaneous.

a. Entire Agreement. Except as expressly set forth in Section 5(a), this Agreement, together with the Proprietary Information Agreement, constitutes the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof, including, for the avoidance of doubt, the employment letter agreement between Employee and the Company, dated January 3, 2008, which shall terminate and be of no further force and effect at the Effective Time.

of the parties hereto and Parent. Any agreement on the part of a party to any waiver shall be valid only if set forth in a written instrument executed and delivered by such party. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power.

c. Binding Effect; Assignment. The rights and obligations of this Agreement shall bind and inure to the benefit of any successor of the Company by reorganization, merger or consolidation, or any assignee of all or substantially all of the Company’s business and properties. The Company may assign its rights and delegate its obligations hereunder to any of its affiliates without the consent of Employee, provided that Company remains ultimately liable for all of Company’s obligations hereunder. Employee’s rights or obligations under this Agreement may not be assigned by Employee.

d. Governing Law. This Agreement shall be governed by and construed in accordance with the laws and public policy (other than conflict of laws principles) of the State of California applicable to contracts executed and to be wholly performed within such state.

e. Dispute Resolution And Binding Arbitration. Employee and the Company agree that in the event a dispute arises concerning or relating to this Agreement, or to Employee’s employment with the Company, or any termination therefrom, all such disputes shall be submitted to binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of Judicial Arbitration and Mediation Services (“JAMS”). The Company will be responsible for paying any filing fees and costs of the arbitration proceeding itself (for example, arbitrators’ fees, conference room, transcripts), but each party shall be responsible for its own attorneys’ fees. The Company and Employee agree that this promise to arbitrate covers any disputes that the Company may have against Employee, or that Employee may have against the Company and all of its affiliated entities and their directors, officers and Employees, arising out of or relating to this Agreement, the employment relationship or termination of employment, including any claims concerning the validity, interpretation, effect or violation of this Agreement; violation of any federal, state, or local law; any tort; and any other aspect of Employee’s compensation or employment. The Company and Employee further agree that arbitration as provided in this Section 10(e) shall be the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by either party hereto for temporary or preliminary injunctive relief pending arbitration in accordance with applicable law, or an administrative claim with an administrative agency. The Federal Arbitration Act shall govern the interpretation and enforcement of such arbitration proceeding. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the State of California, or federal law, if California law is preempted. The arbitration shall be conducted in Los Angeles, California, unless otherwise mutually agreed.

THE COMPANY AND EMPLOYEE ACKNOWLEDGE AND AGREE THAT BY AGREEING TO ARBITRATE, THEY ARE WAIVING ANY RIGHT TO BRING

AN ACTION AGAINST THE OTHER IN A COURT OF LAW, EITHER STATE OR FEDERAL, AND ARE WAIVING THE RIGHT TO HAVE CLAIMS AND DAMAGES, IF ANY, DETERMINED BY A JURY.

f. Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. Any provision of this Agreement which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this paragraph, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that any other provisions of this Agreement invalid, illegal or unenforceable in any other jurisdiction. Notwithstanding the foregoing, if any provision of this Agreement should be deemed invalid, illegal or unenforceable because its scope or duration is considered excessive, such provision shall be modified so that the scope of the provision is reduced only to the minimum extent necessary to render the modified provision valid, legal and enforceable.

g. Employee Acknowledgment. Employee acknowledges that he has had the opportunity to consult legal counsel in regard to this Agreement, that he has read and understands this Agreement, that he is fully aware of its legal effect, and that he has entered into it freely and voluntarily and based on his own judgment and not on any representations, warranties or promises other than those contained in this Agreement.

h. Further Assurances. Each of the parties agrees to execute, acknowledge, deliver and perform, and cause to be executed, acknowledged, delivered and performed, at any time and from time to time, as the case may be, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary to carry out the provisions or intent of this Agreement.

i. Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Agreement may be executed by facsimile signature and a facsimile signature shall constitute an original for all purposes.

[Signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this Agreement, or caused this Agreement to be duly executed, as of the day and year first above written.


HIRSCH ELECTRONICS CORPORATION
By:	/s/ Larry Midland
	Name:	Larry Midland
	Title:	President


		EMPLOYEE

		/s/ Robert P. Beliles, Jr. Robert P. Beliles, Jr.

		Address:

		29 Cherry Hills Dr.
		Coto de Caza, CA 92679

[Signature page to Beliles Employment Agreement]

EX-99.6 4 f52425exv99w6.htm EX-99.6 exv99w6

Exhibit 6

EMPLOYMENT AGREEMENT

2. Employment; Employment Period; Position; Duties.

b. Employee shall serve as the Company’s Vice President of Sales, and shall report directly to Larry Midland (the “Reporting Officer”). Employee shall also serve in such other capacities as may be requested from time to time by the Reporting Officer, the Chief Executive Officer of the Company and/or the Board of Directors of the Company or the sole member of the Company, as the case may be (the “Board/Member”) or a duly authorized committee thereof. Employee shall perform such duties as are customarily associated with his

position and as reasonably required by the Reporting Officer. Employee shall also render such other services for the Company and its subsidiaries and affiliated entities as the Company may from time to time request that are generally commensurate with such Employee’s title. Employee agrees to serve the Company faithfully and perform such duties and services using his best efforts and abilities. Employee agrees to devote his full-time attention and energies exclusively to the business of the Company and the performance of his duties and services, and to act at all times in the best interests of the Company. Employee agrees to conduct himself at all times in a business-like and professional manner as appropriate for a person in Employee’s position and to represent the Company in all respects in a manner that comports with sound business judgment in the highest ethical standards. Employee will be subject to and abide by the policies and procedures of the Company and its subsidiaries and affiliated companies, as adopted and revised by the Company or any of its subsidiaries and affiliated companies from time to time. Employee shall be subject to the direction of the Company, which shall retain full control over the means and methods by which Employee performs his duties and the above services and of the place(s) at which all such duties and services are rendered. Employee’s principal place of employment shall be at the Company’s offices in Santa Ana, California.

3. Compensation; Benefits.

a. Base Salary. As compensation for services rendered to the Company, Employee shall be entitled to a base salary at the annual rate of $144,000 (one hundred and forty-four thousand dollars), payable in accordance with the regular payroll practices of the Company for its employees. Employee shall be eligible to such merit increases in Employee’s base salary, if any, as may be determined from time to time in the sole discretion of the Board/Member. Employee’s annual base salary rate, as in effect from time to time, is hereinafter referred to as the “Base Salary.”

b. Bonus. Employee shall be eligible to receive an annual target based variable bonus, of up to 40% of the Employee’s annual base salary (subject to increase upon achievement of sales targets as identified in the Parent’s MBO Bonus Program), based upon the achievement of personal performance targets established by the Parent’s Board of Directors in consultation with Employee, and the overall success of the Company. Any bonus would be subject to the terms and conditions of the Parent’s MBO Bonus Program, as the same may be amended from time to time, and the Employee’s continuing employment. The achievement of the performance and other target would be determined and any resulting bonus would be payable on a quarterly basis (up to a maximum bonus of 10% of the Employee’s annual base salary per quarter). A copy of the Parent’s MBO Bonus Program as currently in effect is attached hereto as Exhibit A.

d. Other Employee Benefits. Employee shall be eligible to receive or participate in any incentive, retirement, vacation, sick or family leave, reimbursement for travel and entertainment expenses, health and insurance or other benefits of the Company, as in effect from time to time, on the same basis as other employees of the Company occupying positions with responsibility and salary comparable to that of Employee, but in any event not materially inferior to the benefits the Employee enjoyed as an employee of the Company prior to the Merger. The Company may at any time and from time to time change, amend, modify or completely eliminate any such plans, programs and benefits available to its employees and Employee’s participation in any such plans, programs and benefits shall not affect such right of the Company; Employee agrees and acknowledges that he shall have no vested rights under or to participate in any such plans, programs and benefits except as expressly provided under the terms thereof.

the “Accrued Rights”). In addition, except as may otherwise be expressly provided in any plan, agreement or other instrument that governs the terms of any stock option or other incentive compensation, all unvested stock options and other incentive compensation shall immediately be cancelled and forfeited. Following such termination of Employee’s employment by the Company for Cause or by Employee for any reason, except as set forth in this Section 4(a), Employee shall have no further rights to any compensation or benefits from the Company or any of its subsidiaries or affiliated entities under this Agreement or otherwise.

package; (iii) Employee being forced to relocate; or (iv) the Company requires Employee to perform illegal or fraudulent acts. However, none of the foregoing events or conditions shall constitute Good Reason unless: (x) the Employee delivers to the Company a written notice identifying in reasonable detail the act or acts constituting “Good Reason” and his intention to so terminate his employment (a “Notice of Good Reason”), within fifteen (15) days following the Employee’s knowledge of the circumstances constituting “Good Reason;” (y) the Company does not reverse or otherwise cure the event or condition within fifteen (15) days after the date that the Notice of Good Reason is delivered; and (z) the Employee resigns his employment no earlier than five (5) and no later than fifteen (15) days following the expiration of that cure period. If the Employee terminates his employment for Good Reason (other than by reason of death or Disability), Employee shall be entitled to receive: (i) the Accrued Rights following the date of such termination; and (ii) subject to Employee’s execution (within thirty (30) days following the date of termination) and non-revocation of a release of claims in favor of the Company in a form provided by the Company (which release excludes from its scope claims under any continuing right under any benefit or stock option plan or agreement), a payment equal to the amount of Employee’s then current Base Salary that would have been payable over a three (3) month period following the date of such termination, payable monthly in accordance with the Company’s normal payment schedule and practices beginning on the next regular payroll distribution after the date that the release of claims becomes irrevocable, and all previously granted unvested options shall cease vesting upon the date of such termination. Following Employee’s termination of employment by the Employee for Good Reason (other than by reason of death or Disability), except as set forth in this Section 4(d), Employee shall have no further rights to any compensation or benefits from the Company or any of its subsidiaries or affiliated entities under this Agreement or otherwise.

f. Section 409A Provisions.

Employee, and (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum as soon as administratively practicable, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

5. Restrictive Covenants.

b. Agreement Not to Compete/Non-Solicitation. Employee agrees that during the Employment Period, Employee shall not, directly or indirectly:

Nasdaq Global Market or similar market or exchange and (B) Employee is not otherwise associated directly or indirectly with such corporation or any affiliate of such corporation;

(iv) Exceptions to this Section 5(b) can only be approved by prior written approval of the Parent’s Board of Directors.

right to accurately and honestly respond as required or to cooperate with any valid government, court or regulatory order or request.

Company (or any affiliate of Company) under the terms of any other agreement between Employee and Company or any affiliate of Company.

(i)

If to Parent, to:


			SCM Microsystems, Inc. Oskar-Messter-Straße 13, 85737, Ismaning Germany Attention: Felix Marx Facsimile: +49.89.9595.5170

			with a copy (which shall not constitute notice) to:

			Gibson, Dunn & Crutcher LLP 555 Mission Street, Suite 3000 San Francisco, California 94105 Attention: Michael L. Reed Facsimile: 415.374.8459

	(ii)		If to the Company:

			Hirsch Electronics Corporation 1900-B Carnegie Ave. Santa Ana, CA 92705 Attention: Larry Midland Facsimile: 949.250.7372

(iii)

if to Employee, to the address of Employee set forth on the signature page hereto.

11. Miscellaneous.

b. Amendment; Waiver. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties hereto and Parent. Any agreement on the part of a party to any waiver shall be valid only if set forth in a written instrument executed and delivered by such party. No failure or

delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power.

e. Dispute Resolution And Binding Arbitration. Employee and the Company agree that in the event a dispute arises concerning or relating to this Agreement, or to Employee’s employment with the Company, or any termination therefrom, all such disputes shall be submitted to binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of Judicial Arbitration and Mediation Services (“JAMS”). The Company will be responsible for paying any filing fees and costs of the arbitration proceeding itself (for example, arbitrators’ fees, conference room, transcripts), but each party shall be responsible for its own attorneys’ fees. The Company and Employee agree that this promise to arbitrate covers any disputes that the Company may have against Employee, or that Employee may have against the Company and all of its affiliated entities and their directors, officers and Employees, arising out of or relating to this Agreement, the employment relationship or termination of employment, including any claims concerning the validity, interpretation, effect or violation of this Agreement; violation of any federal, state, or local law; any tort; and any other aspect of Employee’s compensation or employment. The Company and Employee further agree that arbitration as provided in this Section 11(e) shall be the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by either party hereto for temporary or preliminary injunctive relief pending arbitration in accordance with applicable law, or an administrative claim with an administrative agency. The Federal Arbitration Act shall govern the interpretation and enforcement of such arbitration proceeding. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the State of California, or federal law, if California law is preempted. The arbitration shall be conducted in Los Angeles, California, unless otherwise mutually agreed.

THE COMPANY AND EMPLOYEE ACKNOWLEDGE AND AGREE THAT BY AGREEING TO ARBITRATE, THEY ARE WAIVING ANY RIGHT TO BRING AN ACTION AGAINST THE OTHER IN A COURT OF LAW, EITHER STATE

OR FEDERAL, AND ARE WAIVING THE RIGHT TO HAVE CLAIMS AND DAMAGES, IF ANY, DETERMINED BY A JURY.

[Signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this Agreement, or caused this Agreement to be duly executed, as of the day and year first above written.


HIRSCH ELECTRONICS CORPORATION

By:		/s/ Larry Midland

	Name: Title:	Larry Midland President

EMPLOYEE

		/s/ John W. Piccininni

John W. Piccininni

Address:

47 Shearwater Pl. Newport Beach, CA 92260

[Signature page to Piccininni Employment Agreement]

EX-99.7 5 f52425exv99w7.htm EX-99.7 exv99w7

Exhibit 7

EMPLOYMENT AGREEMENT

2. Employment; Employment Period; Position; Duties.

b. Employee shall serve as the Company’s Vice President Marketing, and shall report directly to Larry Midland (the “Reporting Officer”). Employee shall also serve in such other capacities as may be requested from time to time by the Reporting Officer, the Chief Executive Officer of the Company and/or the Board of Directors of the Company or the sole member of the Company, as the case may be (the “Board/Member”) or a duly authorized committee thereof. Employee shall perform such duties as are customarily associated with his

3. Compensation; Benefits.

a. Base Salary. As compensation for services rendered to the Company, Employee shall be entitled to a base salary at the annual rate of $180,000 (one hundred and eighty thousand dollars), payable in accordance with the regular payroll practices of the Company for its employees. Employee shall be eligible to such merit increases in Employee’s base salary, if any, as may be determined from time to time in the sole discretion of the Board/Member. Employee’s annual base salary rate, as in effect from time to time, is hereinafter referred to as the “Base Salary.”

c. By the Company Without Cause. Employee’s employment may be terminated by the Company at any time without Cause. If Employee’s employment is terminated by the Company without Cause (other than by reason of death or Disability), Employee shall be entitled to receive: (i) the Accrued Rights following the date of such termination; and (ii) subject to Employee’s execution (within thirty (30) days following the date of termination) and non-revocation of a release of claims in favor of the Company in a form provided by the Company, a payment equal to the amount of Employee’s then current Base Salary that would have been payable over a three (3) month period following the date of such termination, payable monthly in accordance with the Company’s normal payment schedule and practices beginning on the next regular payroll distribution after the date that the release of claims becomes irrevocable, and all previously granted unvested options shall cease vesting upon the date of such termination. Following Employee’s termination of employment by the Company without Cause (other than by reason of Employee’s death or Disability), except as set forth in this Section 4(c), Employee shall have no further rights to any compensation or benefits from the Company or any of its subsidiaries or affiliated entities under this Agreement or otherwise.

constitute Good Reason unless: (x) the Employee delivers to the Company a written notice identifying in reasonable detail the act or acts constituting “Good Reason” and his intention to so terminate his employment (a “Notice of Good Reason”), within fifteen (15) days following the Employee’s knowledge of the circumstances constituting “Good Reason;” (y) the Company does not reverse or otherwise cure the event or condition within fifteen (15) days after the date that the Notice of Good Reason is delivered; and (z) the Employee resigns his employment no earlier than five (5) and no later than fifteen (15) days following the expiration of that cure period. If the Employee terminates his employment for Good Reason (other than by reason of death or Disability), Employee shall be entitled to receive: (i) the Accrued Rights following the date of such termination; and (ii) subject to Employee’s execution (within thirty (30) days following the date of termination) and non-revocation of a release of claims in favor of the Company in a form provided by the Company (which release excludes from its scope claims under any continuing right under any benefit or stock option plan or agreement), a payment equal to the amount of Employee’s then current Base Salary that would have been payable over a three (3) month period following the date of such termination, payable monthly in accordance with the Company’s normal payment schedule and practices beginning on the next regular payroll distribution after the date that the release of claims becomes irrevocable, and all previously granted unvested options shall cease vesting upon the date of such termination. Following Employee’s termination of employment by the Employee for Good Reason (other than by reason of death or Disability), except as set forth in this Section 4(d), Employee shall have no further rights to any compensation or benefits from the Company or any of its subsidiaries or affiliated entities under this Agreement or otherwise.

f. Section 409A Provisions.

would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum as soon as administratively practicable, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

5. Restrictive Covenants.

a. Confidentiality. Employee acknowledges that Employee has signed and agrees to be bound by all of the terms and conditions of that certain Proprietary Information and Inventions Agreement (the “Proprietary Information Agreement”), attached as Exhibit C to this Agreement, which agreement shall remain in full force and effect at all times during and after the Employment Period, and the terms of which shall apply with respect to the Company and its subsidiaries and affiliated entities. Notwithstanding anything to the contrary contained herein or in the Proprietary Information Agreement, neither this Agreement or the Proprietary Information Agreement shall affect any of Employee’s pre-existing obligations under any non-disclosure, non-competition or proprietary information and inventions agreement or similar agreement between Employee and the Company or any of its subsidiaries or affiliated entities.

b. Agreement Not to Compete/Non-Solicitation. Employee agrees that during the Employment Period, Employee shall not, directly or indirectly:

(iv) Exceptions to this Section 5(b) can only be approved by prior written approval of the Parent’s Board of Directors.

(i)

If to Parent, to:


			SCM Microsystems, Inc. Oskar-Messter-Straße 13, 85737, Ismaning Germany Attention: Felix Marx Facsimile: +49.89.9595.5170

			with a copy (which shall not constitute notice) to:

			Gibson, Dunn & Crutcher LLP 555 Mission Street, Suite 3000 San Francisco, California 94105 Attention: Michael L. Reed Facsimile: 415.374.8459

	(ii)		If to the Company:

			Hirsch Electronics Corporation 1900-B Carnegie Ave. Santa Ana, CA 92705 Attention: Larry Midland Facsimile: 949.250.7372

(iii)

if to Employee, to the address of Employee set forth on the signature page hereto.

11. Miscellaneous.

a. Entire Agreement. Except as expressly set forth in Section 5(a), this Agreement, together with the Non-Disclosure Proprietary Information Agreement, constitutes the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof..

THE COMPANY AND EMPLOYEE ACKNOWLEDGE AND AGREE THAT BY AGREEING TO ARBITRATE, THEY ARE WAIVING ANY RIGHT TO BRING AN ACTION AGAINST THE OTHER IN A COURT OF LAW, EITHER STATE

OR FEDERAL, AND ARE WAIVING THE RIGHT TO HAVE CLAIMS AND DAMAGES, IF ANY, DETERMINED BY A JURY.

[Signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this Agreement, or caused this Agreement to be duly executed, as of the day and year first above written.


HIRSCH ELECTRONICS CORPORATION

By:		/s/ Larry Midland

	Name: Title:	Larry Midland President

EMPLOYEE

		/s/ Robert C. Zivney, Jr.

Robert C. Zivney, Jr.

Address:

18 MacKenzie Lane Trabuco Canyon, CA 92679

[Signature page to Zivney Employment Agreement]

EX-99.8 6 f52425exv99w8.htm EX-99.8 exv99w8

Exhibit 8

JOINT FILING AGREEMENT

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date with respect to beneficial ownership by the undersigned of the shares of common stock of SCM Microsystems, Inc., a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, and any further amendments to the Statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. In addition, each party to this agreement expressly authorizes each other party to this agreement to file on its behalf any and all amendments to the Statement on Schedule 13D.

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other parties, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.

In evidence thereof the undersigned, being duly authorized, hereby execute this agreement in counterpart as of this 6th day of May, 2009.



	By:	/s/ Robert Beliles
		Robert Beliles



	By:	/s/ Eugene Y. Mak
		Eugene Y. K. Mak



	By:	/s/ Lawrence W. Midland
		Lawrence W. Midland



	By:	/s/ Douglas J. Morgan
		Douglas J. Morgan



	By:	/s/ John Piccininni
		John Piccininni



	By:	/s/ Maury Polner
		Maury Polner



	By:	/s/ Robert Zivney
		Robert Zivney

-----END PRIVACY-ENHANCED MESSAGE-----

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents