-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nx42pvWj/Sdvrxp+X0M6Gbo9UaDnJDvcDTbH7LUi6kFFC+z64wCHUblWdFDtTmWn vhmfhHt6GpgrQWOE6IoW4Q== 0001179110-10-001136.txt : 20100114 0001179110-10-001136.hdr.sgml : 20100114 20100114212943 ACCESSION NUMBER: 0001179110-10-001136 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100104 FILED AS OF DATE: 20100114 DATE AS OF CHANGE: 20100114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ashour Ayman S CENTRAL INDEX KEY: 0001480885 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29440 FILM NUMBER: 10528708 MAIL ADDRESS: STREET 1: ETZELBLICKSTRASSE 1 CITY: SCHINDELEGGI STATE: V8 ZIP: CH-8834 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SCM MICROSYSTEMS INC CENTRAL INDEX KEY: 0001036044 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 770444317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 466 KATO TERRACE CITY: FREMONT STATE: CA ZIP: 94539 BUSINESS PHONE: 949-250-8888 MAIL ADDRESS: STREET 1: 1900 CARNEGIE AVENUE STREET 2: BUILDING B CITY: SANTA ANA STATE: CA ZIP: 92705 3 1 edgar.xml FORM 3 - X0203 3 2010-01-04 0 0001036044 SCM MICROSYSTEMS INC SCMM 0001480885 Ashour Ayman S 1900 CARNEGIE AVENUE BUILDING B SANTA ANA CA 92705 1 0 1 0 Common Stock 312000 D Common Stock 2243653 I See notes below Common Stock Option (right to buy) 2.26 2017-01-04 Common Stock 10000 D Common Stock Option (right to buy) 1.87 2014-06-30 Common Stock 2035690 I See notes below Includes 208,000 shares which were acquired in connection with the business combination between SCM and Bluehill ID AG, a stock corporation incorporated in Switzerland ("Bluehill ID") in which SCM made an offer (the "Offer") to the Bluehill ID shareholders to acquire all of the issued and outstanding bearer shares in Bluehill ID (the "Business Combination"). Each bearer share in Bluehill ID tendered by the Reporting Person in the Offer was exchanged for 0.52 shares of SCM Common Stock (the "Exchange Ratio"). The Business Combination closed on January 4, 2010. These securities were acquired in connection with the Business Combination which closed on January 4, 2010. These securities were acquired in connection with the business combination by BH Capital Management AG, a company controlled and owned by Ayman S. Ashour and Mountain Partners AG, in connection with the Business Combination which closed on January 4, 2010. Option granted on January 4, 2010. The option vests at a rate of 1/12 per month such that the option will be fully vested one year from the grant date. The option is fully vested and immediately exercisable. Converted into U.S. dollars based upon the prevailing exchange rate of 1.0283 Swiss francs per U.S. dollar as of January 6, 2010. Bluehill ID granted an option to purchase 3,914,790 bearer shares in Bluehill ID with an exercise price of 1.00 Swiss francs pursuant to that certain call option agreement dated September 8, 2009, to BH Capital Management AG, a company controlled and owned by Ayman S. Ashour and Mountain Partners AG. Upon the closing of the Offer, the option ceased to represent a right to acquire bearer shares in Bluehill ID and instead represented a right to acquire 2,035,690 shares in SCM common stock with an exercise price of $1.87 as a result of applying the Exchange Ratio. Exhibit 24 - Power of Attorney /s/ Martin Wimmer for Ayman S. Ashour 2010-01-14 EX-24 2 ex24ashour.txt LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE The undersigned, as an officer or director of SCM Microsystems, Inc. (the "Company"), hereby constitutes and appoints Martin Wimmer and Kamal Kant Gupta, and each of them, the undersigned's true and lawful attorneys-in-fact and agents to complete and execute such Forms 3, 4 and 5 and other forms as such attorney shall in his or her discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Company, and to do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney shall deem appropriate. The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. This Limited Power of Attorney is executed at Ismaning as of the date set forth below. /s/ Ayman S. Ashour Signature Ayman S. Ashour Type or Print Name Dated: 14 January, 2010 WITNESS /s/ Fabien Nestmann Signature Fabien Nestmann Type or Print Name Dated: 14 January, 2010 -----END PRIVACY-ENHANCED MESSAGE-----