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): February 4, 2005
VASCO DATA SECURITY INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Delaware 000-24389 36-4169320
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1901 South Meyers Road, Suite 210
Oakbrook Terrace, Illinois 60181
(Address of principal executive offices)
(630) 932-8844
(Registrant's telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On February 4, 2005, pursuant to a Share Sale and Purchase Agreement (the
"Purchase Agreement") by and among VASCO Data Security International, Inc.
("Vasco"), A.O.S. Holding B.V. ("Seller"), Filipan Beheer B.V. ("Guarantor"),
Mr. Mladen Filipan ("Surety") and Pijnenburg Beheer N.V. ("Guarantor"), Vasco
completed its acquisition of 100% of the total issued share capital of A.O.S.
Hagenuk B.V., a private limited liability company organized and existing under
the laws of the Netherlands ("A.O.S.").
The base purchase price paid to the Seller for the acquisition was EUR
5,000,000, of which EUR 3,750,000 was paid in cash ("Consideration Cash") and
the remainder of which was paid in Vasco common stock ("Consideration Shares").
The Consideration Shares will be held in escrow for the benefit of the Seller
for a period of twelve (12) months, pursuant to the terms of an Escrow
Agreement. Six (6) months after closing, the Seller shall have the right to pay
EUR 1,250,000 into the escrow account against release of the Consideration
Shares, pursuant to the terms set forth in the Purchase Agreement. In addition
to the base purchase price, a variable amount related to the gross profits
collected on the sales of certain equipment will be paid to the Seller over a
period of two (2) years following Closing, pursuant to the terms of the Purchase
Agreement.
No material relationship, other than in respect of the transaction, between
A.O.S. and Vasco or any of its affiliates, or any director or officer of Vasco,
or any associate of any such director or officer exists.
The foregoing description of the transactions contemplated by the Purchase
Agreement does not purport to be a complete statement of the parties' rights
under the Purchase Agreement and is qualified in its entirety by reference to
the full text of the Purchase Agreement, a copy of which is filed with this
Current Report on Form 8-K as Exhibit 2.1 and incorporated by reference herein.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
As permitted by Item 9.01(a)(4) of Form 8-K, the financial statements
required by Item 9.01(a)(1) of Form 8-K will be filed pursuant to an
amendment to this Current Report on Form 8-K not later than seventy one
(71) calendar days after the date this current report must be filed.
(b) Pro Forma Financial Information
As permitted by Item 9.01(b)(2) for Form 8-K, the pro forma financial
information required by Item 9.01(b)(1) of Form 8-K will be filed pursuant
to an amendment to this Current Report of Form 8-K not later than seventy
one (71) calendar days after the date this current report must be filed.
(c) Exhibits
Exhibit
Number Description
--------- --------------------------------------------
2.1 Share Sale and Purchase Agreement by and
among VASCO Data Security International,
Inc., A.O.S. Holding B.V., Filipan Beheer
B.V., Mr. Mladen Filipan, and Pijnenburg
Beheer N.V., dated February 4, 2005.
99.1 Press Release dated February 8, 2005.
99.2 Registration Rights Agreement by and among
A.O.S. Holding B.V., Filipan Beheer B.V.,
Mr. Mladen Filipan, and Pijnenburg Beheer
N.V., and VASCO Data Security International,
Inc., dated February 4, 2005.
SIGNATURE
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.
Date: February 8, 2005 VASCO Data Security International, Inc.
--------------------------------------------------
(Registrant)
By: /s/Clifford K. Bown
---------------------------
Clifford K. Bown
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Share Sale and Purchase Agreement by and among VASCO Data
Security International, In Beheer B.V., Mr. Mladen Filipan,
and Pijnenburg Beheer N.V., dated February 4, 2005.c., A.O.S.
Holding B.V., Filipan
99.1 Press Release dated February 8, 2005
99.2 Registration Rights Agreement by and among A.O.S. Holding
B.V., Filipan Beheer B.V., Mr. Mladen Filipan, Pijnenburg
Beheer N.V., and VASCO Data Security International, Inc.,
dated February 4, 2005.