8-K

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): October 1, 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 1.01 Entry into a Material Definitive Agreement.

On October 1, 2008, SCM Microsystems, Inc. (“SCM”) entered into a Stock Purchase Agreement with TranZfinity, Inc. (“TranZfinity”), pursuant to which SCM purchased 10,000,000 shares of TranZfinity common stock, or 33.7% of TranZfinity’s outstanding shares (16.67% on a fully diluted basis), for an aggregate purchase price of $2,500,000. The transaction closed on October 2, 2008. SCM also entered into a Stockholders Agreement with TranZfinity and certain other stockholders of TranZfinity, which sets forth certain rights and privileges of the stockholders of TranZfinity, including rights and privileges with respect to the composition of TranZfinity’s Board of Directors.

SCM’s investment in TranZfinity follows an exclusive Cooperation Agreement entered into on April 17, 2008 between SCM Microsystems GmbH, a subsidiary of SCM (“SCM GmbH”), and TranZfinity. On October 1, 2008, SCM, SCM GmbH and TranZfinity entered into an amendment to the Cooperation Agreement pursuant to which TranZfinity consented to the assignment by SCM GmbH and the assumption by SCM of all of SCM GmbH’s rights and obligations under the Cooperation Agreement. Under the terms of the Cooperation Agreement, as amended, TranZfinity will work with SCM to develop modular USB devices for SCM’s product portfolio and will supply SCM customers with TranZfinity’s application software and services supporting those devices, and SCM will pay TranZfinity a $1,000,000 exclusivity fee for the right to be the exclusive provider of those products. The exclusivity fee is comprised of $500,000 cash (of which the remaining balance to be paid is $179,298), and a $4 payment from SCM to TranZfinity for each product sold by SCM (up to a maximum aggregate amount of $500,000). In addition to the exclusivity fee, SCM will pay TranZfinity a five percent (5%) royalty on SCM’s net selling price for each product sold by SCM.

Item 9.01 Financial Statements and Exhibits.

A copy of the press release, dated October 7, 2008, pertaining in part to the transactions between SCM and TranZfinity, is attached as Exhibit 99.1 hereto.

2

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.
October 7, 2008	By:	/s/ Stephan Rohaly
		Name: Stephan Rohaly
		Title: Chief Financial Officer and Secretary

3

Exhibit Index

Exhibit No.	Description
99.1	Press release issued by SCM on October 7, 2008.

4

EX-99.1

Contacts:
Annika Oelsner	Darby Dye
+49 89 9595-5220	+1 510-249-4883
aoelsner@scmmicro.de	ddye@scmmicro.com

SCM Microsystems Introduces Mobile, Contactless, Multi-Application
Solution for Secure Access and Payment Transactions

Takes Equity Stake in TranZfinity Intended to Promote Contactless Authentication
Devices

ISMANING, Germany, October 7, 2008 – SCM Microsystems, Inc. (NASDAQ: SCMM, Prime Standard: SMY), a leading provider of solutions that open the Digital World, today introduced @MAXX™ prime, the first product of a new family of portable USB devices that enable secure electronic transactions, secure data storage and secure access. The entire range of new SCM @MAXX devices are expected to include secure smart card functionality alongside flash storage to provide strong, mobile authentication for a range of electronic applications, including financial services, transportation, e-payment, PC and physical access, digital signature and public key infrastructure (PKI).

Immediately available is SCM’s @MAXX prime, a device that offers a unique combination of fixed and expandable memory space along with a reader for small SIM-sized dual interface smart cards (ID-000), with a built in antenna and supporting both contact and contactless technology. @MAXX prime also includes on-board flash memory, a microSD card reader and expansion capabilities via a female USB connector. Based on the @MAXX family concept, @MAXX NFC is planned to be introduced later this year. @MAXX NFC will enable NFC-based applications on mobile phones and other devices lacking NFC capabilities. SCM plans to introduce further @MAXX models next year.

“Multiple secure applications can be implemented with @MAXX prime – something that is achieved due to the unique product architecture,” said Felix Marx, chief executive officer of SCM Microsystems. “Our @MAXX devices enable secure access and secure transactions for a variety of markets, including mobile payments, on-line security, on-line banking and transportation. Hence, they readily address the growing global demand for a mobile, contactless solution that will allow people to securely conduct all their daily business using one device – from managing their data, to riding the train to work, to entering the workplace, to checking their bank balances, to paying for dinner.”

When connected to any free USB port and used with smart card technology, SCM’s @MAXX prime can provide strong authentication for access to PCs and networks, as well as digital signature and encryption tools. It can also provide secure PIN protection for accessing on-board portable flash data storage. When unconnected, @MAXX prime provides contactless smart card functionality, which can facilitate contactless payment or contactless physical access to buildings. As a result of these features, @MAXX prime is well suited for use in business as well as in the private environment. For example, in an enterprise environment @MAXX prime could be used to authenticate an employee’s identity and grant entry to the corporate campus; to securely log on to both the employee’s PC and the corporate network; to securely store documents or presentation materials; and to make contactless payments at the company cafeteria. In addition, the same @MAXX prime device can be used to securely access the employee’s bank accounts and to enable other contactless applications such as e-payment or loyalty programs.

To further expand the capabilities of and bundle services to@MAXX prime and other planned products in the @MAXX family, SCM has invested $2.5 million to acquire an equity stake in TranZfinity, Inc., a privately held company based in Carlsbad, California that develops trusted devices and associated services for secure access and electronic transactions.

“Our cooperation with TranZfinity has been very successful to date,” said Marx.“TranZfinity’s services and applications roadmap complements SCM’s contactless strategy and should enable us to quickly introduce new multi-application solutions for a variety of market verticals, such as m-commerce, logical and physical access, banking and loyalty. Additionally, TranZfinity’s global services platform of application software and services will provide our @MAXX customers with a secure ‘marketplace’ in which service providers and end users can transact business. Our investment in TranZfinity supports our mutual work together while enabling SCM to participate in TranZfinity’s success.”

@MAXX prime is available immediately worldwide. More information can be found on the SCM website at 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 www.scmmicro.com.

NOTE: This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include our statements contained above regarding our ability to quickly introduce new NFC products; our expectations regarding benefits for our customers from TranZfinity’s application services platform; and TranZfinity’s ability to continue to deliver its products and services based in part on SCM’s investment in the company. These statements are subject to risks and uncertainties which may cause actual results to differ materially from those contemplated herein. There is no assurance that we or TranZfinity will be successful in developing or introducing additional NFC or other contactless readers or terminals to the market. Any products that we do develop may not be competitive with other products in the market. Even with new contactless product offerings, the market for contactless technologies may not grow as anticipated, and we may not be able to expand the market for our products. For a discussion of further risks and uncertainties related to our business, please refer to our public company reports, including our Annual Report on Form 10-K for the year ended December 31, 2007 and subsequent reports, filed with the U.S. Securities and Exchange Commission.

Note: @MAXX is a trademark of SCM Microsystems. All other trademarks are the property of their respective owners.