Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
SCMM > SEC Filings for SCMM > Form 8-K on 17-Feb-2009All Recent SEC Filings

Show all filings for SCM MICROSYSTEMS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SCM MICROSYSTEMS INC


17-Feb-2009

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On February 17, 2009 SCM Microsystems, Inc. ("SCM") and Hirsch Electronics Corporation, a California corporation ("Hirsch") issued a joint press release announcing that SCM's Registration Statement on Form S-4 (the "Registration Statement") was declared effective by the Securities and Exchange Commission on February 13, 2009. SCM also announced that a special meeting of its stockholders to consider a proposal to approve the issuance of shares of SCM common stock and warrants to purchase shares of SCM commons tock in connection with the proposed transaction has been scheduled for Monday, March 23, 2009. The board of directors of SCM previously set the close of business on February 11, 2009 as the record date for determining stockholders who will be entitled to receive notice of, and vote at, the special meeting. Hirsch will hold a special meeting of its shareholders on Wednesday, March 11, 2009, to consider a proposal to approve the proposed transaction. The board of directors of Hirsch previously set the close of business on February 10, 2009 as the record date for determining shareholders who will be entitled to receive notice of, and vote at, the special meeting. SCM and Hirsch each expect to begin mailing the joint proxy statement/information statement and prospectus on or about February 18, 2009 to their respective eligible securityholders.

A copy of the press release issued by SCM and Hirsch announcing the effectiveness of the Registration Statement and respective special stockholders meetings is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

Forward-Looking Statements

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, without limitation, our statements contained above regarding the anticipated mailing date of the joint proxy statement/information statement and prospectus and the closing date of the merger and other statements that are not historical facts. These statements involve risks and uncertainties that could cause actual results and events to differ materially, including the possibility that the closing of the merger may be delayed, or that the merger may not close. For a discussion of further risks and uncertainties related to SCM's business, please refer to our public company reports and the Risk Factors enumerated therein, including our Annual Report on Form 10-K for the year ended December 31, 2007 and subsequent reports, including our Quarterly Report on Form 10-Q for the period ended September 30, 2008, filed with the SEC. SCM undertakes no duty to update any forward-looking statement to reflect any change in SCM's expectations or any change in events, conditions or circumstances on which any such statements are based.

IMPORTANT ADDITIONAL INFORMATION FILED WITH THE SEC

In connection with the proposed transaction SCM filed a registration statement on Form S-4 containing a joint proxy statement/information statement and prospectus for stockholders of SCM and shareholders of Hirsch, which the SEC declared effective on February 13, 2009.

SECURITYHOLDERS OF SCM AND HIRSCH ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/INFORMATION STATEMENT AND PROSPECTUS, AND OTHER DOCUMENTS FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Stockholders of SCM and shareholders of Hirsch may obtain a copy of the joint proxy statement/information statement and prospectus, as well as SCM's other filings, without charge, at the SEC's Internet site (http://www.sec.gov). Copies of the joint proxy statement/information statement and prospectus can also be obtained, without charge, from the SCM corporate website at www.scmmicro.com, or by directing a request to SCM's Investor Relations Department.

SCM Microsystems and its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from the stockholders of SCM in connection with the proposed transaction. Information about SCM's directors and executive officers is available in the joint proxy statement/information statement and prospectus and other materials referred to in the joint proxy statement/information statement and prospectus.




Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit Description

99.1 Press Release issued on February 17, 2009


  Add SCMM to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for SCMM - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.