-----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, IeA4cH8tQTa5OWIn+Yq68mKB2j5KMRVMHOKa6CG3i/6y9MknTP1iuiT7MzpWriHQ cC1x2uc68tDkEcUFfWBt9Q== 0001144204-08-024487.txt : 20080428 0001144204-08-024487.hdr.sgml : 20080428 20080428162350 ACCESSION NUMBER: 0001144204-08-024487 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080423 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080428 DATE AS OF CHANGE: 20080428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCM MICROSYSTEMS INC CENTRAL INDEX KEY: 0001036044 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 770444317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29440 FILM NUMBER: 08781421 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 8-K 1 v111956_8k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported):
April 23, 2008
 
SCM Microsystems, Inc.

(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
000-29440
 
77-0444317
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
 
File Number)
 
Identification No.)
  
 
 
 
 
Oskar-Messter-Str. 13, Ismaning, Germany,
 
 
 
85737
(Address of principal executive offices)
 
 
 
(Zip Code)

 
 
Registrant’s telephone number, including area code:
+49 89 95 95 5000
 
Not Applicable

Former name or former address, if changed since last report
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On April 23, 2008, the Board of Directors (the “Board”) of SCM Microsystems, Inc. (“the Company”) elected Dr. Hans Liebler to fill a vacancy on the Board. Beginning June 1, 2008, Dr. Liebler will serve as a Class I director until the expiration of his term at the Company’s Annual Meeting of Stockholders in July 2008, at which time he will stand for re-election to the Board. Including Dr. Liebler, the Company’s Board now includes five non-employee directors and two employee directors.
 
Dr. Liebler has not been appointed to any subcommittees of the Board.
 
Dr. Liebler will be eligible for the same compensatory arrangements as each other non-employee member of our Board, including:
 
·  
an annual retainer of $10,000;
 
·  
meeting fees of $1,000 for each physical attendance at Board meetings;
 
·  
reimbursement for all reasonable out-of pocket expenses incurred in the performance of duties as directors, which in practice is primarily related to travel expenses associated with Board or committee meetings or with committee assignments; and
 
·  
option awards under the terms of the Company’s 2007 Stock Option Plan to purchase 10,000 shares of the Company’s common stock, vesting 1/12th per month over one year as a new member of the Board, and continuing members of the Board who have served for at least six months receive an annual option grant to purchase 5,000 shares of the Company’s common stock, vesting 1/12th per month over one year, awarded on each date of the Company’s Annual Meeting of Stockholders.
 
 
Since July 2006, Dr. Liebler has served as a partner of Lincoln Vale European Partners, an investment management company that he co-founded which is focused on strategic long-term investments in European small- and mid-cap companies, and which is currently the largest single stockholder of the Company. Currently, he also serves on the investment committee of Lincoln Vale. From September 2002 to July 2006, Dr. Liebler managed an investment fund he had conceived for Allianz AG, applying a private equity approach to European publicly listed companies. Previous to this, from September 1996 to September 2002, he worked as a management consultant for McKinsey & Company, initially in the company’s Madrid and New York offices and subsequently as co-leader of McKinsey’s German Corporate Finance practice. From 1993 to 1995, Dr. Liebler was an investment banker for S.G. Warburg in London. Since 1998, Dr. Liebler has also served as an adjunct professor at the European Business School in Germany. He holds a Master’s degree in Business Administration from the University of Munich in Germany and a Ph.D in Finance from the University of St. Gallen in Switzerland.
 
Item 9.01 Financial Statements and Exhibits.
 
A copy of the press release containing the announcement of Dr, Liebler’s appointment as a director of the Company is found in Exhibit 99.1 hereto, which is incorporated herein by reference.
 

 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
SCM Microsystems, Inc.
  
 
 
 
 
April 28, 2008
 
By:
 
/s/ Stephan Rohaly
 
 
 
 
Name: Stephan Rohaly
 
 
 
 
Title: Chief Financial Officer and Secretary
 
 
 
 

 
 
Exhibit Index
 
Exhibit No.
 
Description
99.1
 
Press release dated April 28, 2008 announcing the appointment of Dr. Hans Liebler to the Board of SCM Microsystems, Inc.

 
 

 
EX-99.1 2 v111956_ex991.htm
Dr. Hans Liebler Joins SCM Microsystems' Board of Directors

FREMONT, Calif., April 28 /PRNewswire-FirstCall/ -- SCM Microsystems, Inc. (Nasdaq: SCMM, Prime Standard: SMY), a leading provider of solutions that open the Digital World, today announced the appointment of Dr. Hans Liebler to its Board of Directors, effective June 1, 2008.
 
Liebler, 39, brings more than a decade of senior management experience in banking, consulting and direct investing to SCM's board. Since July 2006, he has been a general partner of Lincoln Vale European Partners, an investment management company he co-founded that is focused on strategic long-term investments in European small- and mid-cap companies, and which is currently the largest single stockholder of the Company. From September 2002 to July 2006, Dr. Liebler managed an investment fund he had conceived for Allianz AG, applying a private equity approach to European publicly listed companies. Dr. Liebler started his career at consulting company McKinsey & Company in Madrid and New York. He subsequently co-led McKinsey's German Corporate Finance practice during a time of expansion, leading many major European merger and acquisition projects and IPOs. Since 1998, Dr. Liebler has also served as an adjunct professor at the European Business School in Germany. He holds a Master's degree in Business Administration from the University of Munich and a Ph.D in Finance from the University of St. Gallen in Switzerland.
 
"We are very pleased that Dr. Liebler will join the Board of SCM Microsystems. His financial expertise and experience as a senior investment professional are valuable assets for the Company at this stage of its development and growth," said Werner Karl Koepf, Chairman of the Board.
 
"SCM Microsystems has a strong brand and reputation, a proven ability to innovate and an exciting vision for the security market," said Dr. Hans Liebler. "I look forward to working closely with SCM's management team and directors to help advise the Company on how best to leverage its strengths to maximize value in the marketplace and with shareholders."
 
When his appointment is effective in June, Dr. Liebler will become the seventh member of SCM Microsystems' Board of Directors. For further information about SCM Microsystems, please visit http://www.scmmicro.com.

About SCM Microsystems
SCM Microsystems is a leading provider of solutions that open the Digital World by enabling people to conveniently access digital content and services. The company develops, markets and sells the industry's broadest range of contact and contactless smart card reader technology for secure PC, payment systems, network and physical access, and digital media readers for transfer of digital content to OEM customers in the government, financial, enterprise, consumer electronics and photographic equipment markets worldwide. Global headquarters are in Ismaning, Germany. For additional information, visit the SCM Microsystems web site at http://www.scmmicro.com.

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

SOURCE SCM Microsystems, Inc.
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