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): January 19, 2010
SCM Microsystems, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-29440
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77-0444317 |
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| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 1900-B Carnegie Avenue, |
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| Santa Ana, California
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92705 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (949) 250-8888
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02 Election of Directors; Appointment of Certain Officers
(c)
On January 19, 2010, the Board of Directors of SCM Microsystems, Inc., d.b.a. Identive Group
(“the Company”) appointed Melvin Denton-Thompson as Chief Financial Officer and Chief Operating
Officer of the Company, responsible for financial strategy and performance of the Company as a
whole as well as operational monitoring and reporting of the group companies. Mr. Denton-Thompson
was previously employed by Bluehill ID AG (“Bluehill ID”), which completed a business combination
with the Company on January 4, 2010.
On January 21, 2010, the Company issued a press release announcing the appointment of Mr
Denton-Thompson.
As disclosed in the Form S-4 Registration Statement filed by the Company with the SEC on
October 22, 2009, as amended in an Amendment No. 1 to the Form S-4 filed by the Company with the
SEC on November 10, 2009, Bluehill ID, through its wholly-owned subsidiary Bluehill Micro Tech
GmbH, entered into an agreement, dated April 29, 2008, with Missions-Cadres SARL to secure the
services Mr. Denton-Thompson as Bluehill ID’s Chief Operating Officer and Chief Financial Officer
(the “Denton-Thompson Employment Agreement”). The Denton-Thompson Employment Agreement is effective
for a three-year term, commencing May 1, 2008, and is renewable at the option of Bluehill ID for an
additional 36 months. The agreement may be terminated by either party with or without cause upon
six months’ notice.
Under the Denton-Thompson Employment Agreement, Mr. Denton-Thompson, through Missions-Cadres
SARL, is entitled to an annual base salary of €150,000 (approximately $220,805) in cash, payable in
monthly installments, and €50,000 (approximately $73,602) in bearer shares in Bluehill ID, which
stock will be valued at the time of issuance and subject to a 12-month lockup period from the date
of issuance. Mr. Denton-Thompson, through Missions-Cadres SARL, is also entitled to an annual base
bonus of up to 100% of the base cash salary amount (Base Bonus), based upon Bluehill ID’s financial
performance in Europe, payable 50% in cash and 50% in bearer shares in Bluehill ID, which stock
will be valued at the time of issuance and subject to a 36-month lockup period from the date of
issuance. The exact amount of the Base Bonus is subject to determination by the compensation
committee of Bluehill ID’s board of directors. Mr. Denton-Thompson, through Missions-Cadres SARL,
is also entitled to receive an additional bonus (Peak Bonus) subject to Bluehill ID’s achievement
of certain financial goals and share price targets determined by the compensation committee of
Bluehill ID’s board of directors, payable in 36-month options, vesting 12 months after issuance,
with such options granted under the Bluehill ID Option Plans. The number of shares subject to the
option is equal to the total amount received by Mr. Denton-Thompson, through Missions-Cadres SARL,
in cash salary and annual base bonus, calculated in Euros, divided by the price per share at the
time of issuance. Following the business combination of Bluehill ID with SCM Microsystems, each
bearer share in Bluehill ID tendered by the Bluehill ID shareholders was exchanged for 0.52 shares
of SCM Common Stock.
Mr. Denton-Thompson is entitled to costs relating to social, pension and health insurance in
France or elsewhere, as well as five weeks of paid annual vacation. The Denton-Thompson Employment
Agreement is subject to certain other terms and provision and includes a confidentiality and
non-disclosure undertaking, which expires three years after expiration of the term.
Mr. Denton-Thompson has extensive international management experience in a number of
industries, particularly in security products, electronics and aviation. Prior to his appointment
with Identive Group, Mr. Denton-Thompson served as CFO/COO of Bluehill ID since May 2008. Prior to
this he served as CFO and Deputy CEO of the global hospitality division of Assa Abloy, which
provides secure access products for the hotel, marine and related industries. Before working with
Assa Abloy, he worked as a management consultant specializing in acquisition management and
turnaround for numerous European