-----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, PJ3Rmg+DeVfgVAGzMRUSDLvMYXvrxXiyzyhx/mWgMTEfaXdK5/6KuNdDsPGOj2TH 7lhCdtd7/u9/A3kMc8KCsg== 0000898430-02-003523.txt : 20020925 0000898430-02-003523.hdr.sgml : 20020925 20020925112607 ACCESSION NUMBER: 0000898430-02-003523 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020925 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVCARD SA CENTRAL INDEX KEY: 0001107721 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30612 FILM NUMBER: 02771707 BUSINESS ADDRESS: STREET 1: 24-28 AVENUE DU GENERAL DE GAULLE STREET 2: (33-1) 42-04-8400 CITY: 92156 SURESNES CEDEX STATE: I0 ZIP: 29156 MAIL ADDRESS: STREET 1: C/O ACTIVCARD SA STREET 2: 6531 DUBRARTON CIRCLE CITY: FREEMONT STATE: CA ZIP: 94555 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVCARD CORP CENTRAL INDEX KEY: 0001183941 IRS NUMBER: 450485038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 6623 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 5105710100 MAIL ADDRESS: STREET 1: 6623 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 425 1 d425.htm RULE 425 FILING Prepared by R.R. Donnelley Financial -- Rule 425 Filing
Filed by ActivCard Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 13e-4(c) under the
Securities Exchange Act of 1934
Subject Company: ActivCard S.A.
Commission File No.: 000-30612
Date: September 25, 2002
 
ACTIVCARD FILES S-4 REGISTRATION STATEMENT FOR REINCORPORATION
FROM FRANCE TO UNITED STATES
 
FREMONT, CA and SURESNES, France – September 24, 2002 – ActivCard S.A. (Nasdaq: ACTI; Nasdaq Europe: ACTI) today announced that ActivCard Corp., a recently formed Delaware corporation, has filed a Form S-4 Registration Statement under the Securities Act of 1933 with the U.S. Securities and Exchange Commission (“SEC”) for the purpose of commencing an exchange offer to enable the change of domicile of the publicly listed company of the ActivCard group of companies, currently ActivCard S.A., to the state of Delaware in the United States. In connection with this SEC filing, a similar filing is being made with the Belgian Banking and Finance Commission in connection with ActivCard’s listing with Nasdaq Europe.
 
About ActivCard
 
ActivCard, www.activcard.com, is the leader in IDentity Management (IDM) software. Our scalable IDM and strong authentication solutions are trusted by organizations – from enterprise to governments around the world. ActivCard IDM systems deliver maximum Return On Identity™ (ROI) through increased security, reduced cost, and user convenience. Our product philosophy is to provide a modular design to allow our customers to add capabilities as required, preserving their investment.
 
The statements in this press release that are not historical facts are forward-looking statements that involve risks and uncertainties, including risks identified in the Registration Statement. Actual results, events and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. ActivCard disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 
Complete details of the transaction will be set forth in the Registration Statement and other appropriate filings to be made with the SEC. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND ANY OTHER DOCUMENTS THAT WE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION APPLICABLE TO THIS TRANSACTION. Investors will be able to obtain any documents filed with the SEC relating to the transaction free of charge from the SEC’s website at www.sec.gov. In addition, you may obtain documents filed with the SEC by ActivCard Corp. and ActivCard S.A. free of charge by requesting them in writing from ActivCard, 6623 Dumbarton Circle, Fremont, California 94555, Attention: Megan O’Reilly-Lewis, telephone: 510-574-1789.
 
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
 
Contacts:
ACTIVCARD HQ:
Megan O’Reilly-Lewis
ActivCard, Inc.
510-574-1789
mlewis@activcard.com
  
ACTIVCARD EUROPE:
Christina Zinck
ActivCard Europe
Suresnes, France
+33 (1) 42 04 84 00
christina.zinck@activcard.fr

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