SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Hart Jason

(Last) (First) (Middle)
C/O ACTIVCARD CORP
6623 DUMBARTON CIRCLE

(Street)
FREMONT CA 94555

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2005
3. Issuer Name and Ticker or Trading Symbol
ACTIVCARD CORP [ (ACTI) ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,134,140(1)(2)(3) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reporting person received these shares in exchange for shares of Protocom Development Systems Pty Ltd, a corporation organized under the laws of the Commonwealth of Australia, sold pursuant to a stock purchase agreement. The shares are restricted and must be registered or sold pursuant to Rule 144.
2. Of the 1,134,140 shares issued to the reporting person, 170,121 shares are currently being held in escrow and are subject to forfeiture until August 5, 2006 to satisfy claims relating to any breach of the representations and warranties or covenants in the stock purchase agreement.
3. The reporting person may receive up to 1,443,451 additional shares of common stock of ActivCard Corp pursuant to a stock purchase agreement if certain performance targets relating to ActivCard's business are achieved.
/s/ Jason Hart 08/15/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.