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): July 8, 2003
VASCO DATA SECURITY INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Delaware 000-24389 36-4169320
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
1901 South Meyers Road, Suite 210
Oakbrook Terrace, Illinois 60181
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 932-8844
N/A
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 8, 2003, but effective as of July 1, 2003, VASCO Data Security
International, Inc. (VASCO) sold its VACMAN Enterprise business, originally
known as IntelliSoft and/or SnareWorks, to SecureD Services, Inc., a
newly-organized security consulting and managed security services company. VASCO
will continue to sell, support, maintain, and develop its VACMAN and Digipass
strong user identity authentication product line. VACMAN Enterprise was not part
of VASCO's ongoing core business, and active marketing of the product was
discontinued as part of VASCO's restructuring in fiscal year 2001.
Under the terms of the Agreement, which is filed as Exhibit 2.1 to this Current
Report on Form 8-K and is incorporated herein by reference, VASCO received a
senior secured promissory note of approximately $1.1 million and $2 million of
Convertible Preferred Stock from SecureD Services in exchange for the VACMAN
Enterprise assets. The promissory note bears a six (6) percent interest rate and
will be payable in thirty-six (36) equal and consecutive monthly payments. The
Preferred Stock includes a six (6) percent cumulative stock dividend, payable
quarterly, and can be converted into SecureD Services Inc. common stock at
defined intervals beginning July 1, 2005. VASCO does not expect that the
transaction will have a significant impact on the results of its operations for
the quarter ended June 30, 2003.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
See the Exhibit Index attached hereto.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
VASCO Data Security International, Inc. issued a press release on July 9, 2003
announcing the sale of VACMAN Enterprise business. The full text of the press
release is attached to this Current Report on Form 8-K as Exhibit 99.1.
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: July 23, 2003 VASCO Data Security International, Inc.
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(Registrant)
By: /s/Clifford K. Bown
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Clifford K. Bown
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1* Asset Purchase Agreement, dated July 8, 2003 and effective
as of July 1, 2003, By and Between VASCO Data Security
International, Inc., as Seller and SecureD Services, Inc.
as Purchaser.
99.1 Press release, dated July 9, 2003, announcing the
sale of VACMAN Enterprise business to SecureD
Services, Inc.
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* The schedules and exhibits to the Purchase Agreement have been omitted from
this filing pursuant to Item 601(b)(2) of Regulation S-K. VASCO will furnish
copies of any of the schedules and exhibits to the U.S. Securities and Exchange
Commission upon request.
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