6-K 1 a2056443z6-k.htm FORM 6-K Prepared by MERRILL CORPORATION
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Securities and Exchange Commission
Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-6 or 15d-16 of
the Securities Exchange Act of 1934

For the month of August, 2001

Activcard S.A.
(exact name of registrant as specified in its charter)

24-28 Avenue du General de Gaulle
92156 Suresnes Cedex France
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F:

Form 20-F /x/            Form 40-F / /

Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes / /            No /x/


Forward-looking Statements

    This Report of Foreign Private Issuer Pursuant to Rule 13a-6 or 15d-16 of the Securities Exchange Act of 1934 contains disclosures that are "Forward-looking Statements." Forward-looking statements involve risks and uncertainties and several factors could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements relate to anticipated revenues, gross margins, earnings, and growth of the market for our products. The following factors, among others, could cause actual results to differ from those indicated in the forward-looking statements: uncertainties associated with market acceptance of and demand for our products, impact of competitive products and pricing, dependence on third party suppliers, uncertainties associated with the development of technology and the dependence on intellectual property rights. Investors are directed to the most recent ActivCard S.A. annual report, which is available from the company without charge for a more complete description of our business and to ActivCard S.A.'s Prospectus dated March 16, 2000 included in the Company's Registration Statement on Form F-1 (No. 333-11540) filed with the Securities and Exchange Commission for other factors that could cause actual results to differ materially from those in the forward-looking statements.

    We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein.

    This Form 6-K includes the press release "ACTIVCARD REPORTS SEVENTH CONSECUTIVE QUARTER OF RECORD REVENUE" dated July 31, 2001.

    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, thereunto duly authorized.

Date: August 13, 2001

                        ActivCard, S.A.

                        By: /s/ Blair Geddes
                        Name: Blair Geddes
                        Title: Chief Financial Officer

2

    FREMONT, Calif., July 31, 2001—ActivCard S.A. (Nasdaq: ACTI; Nasdaq Europe), a world-leading enabler of digital identity for network computing, today reported that net revenue for the quarter ended June 30, 2001 increased 121% to a record $8.5 million from $3.9 million in the second quarter of 2000.

    Net loss for the quarter ended June 30, 2001, including non-recurring charges, was $2.7 million, or $0.07 per diluted share, compared to net income of $902,000, or $0.02 per diluted share, in the comparable period of 2000.

    "We are pleased with our strong year-over-year growth, which continues to be ActivCard's primary focus," commented Jean-Gerard Galvez, Chairman and Chief Executive Officer. "Despite current economic conditions, we achieved our top line goal and executed in accordance with plan. During the quarter, we expanded our initial agreement with the Defense Manpower Data Center ("DMDC"), licensing additional features and functionalities related to card issuance capabilities. Leveraging this strategic win within the Department of Defense ("DOD"), we entered into agreements with three departments during the quarter. These departments are deploying ActivCard Gold, our market leading Common Access Card ("CAC") compliant client software. We continue to pursue other significant global opportunities for large scale deployment of government and enterprise identification cards and commercial and consumer banking cards."

    During the quarter, ActivCard announced its collaboration with Precise Biometrics to deliver the world's first Open Platform-based, Match-On-Card biometric authentication. The new solution integrates ActivCard's digital identification technology with Precise Biometrics' fingerprint identification technology, creating a highly secure platform ideal for companies seeking a multi-factor authentication solution.

    On July 5th, the Company announced the completion of its acquisition of Safe Data System, a developer of user authentication software based in Montpellier, France. The acquisition of Safe Data will enhance ActivCard's expertise in Microsoft and Checkpoint technologies and will bring additional features to ActivCard's packaged authentication server solution.

    "Global corporations and government agencies continue to migrate to digital identification provisioning solutions to provide increased security, operational efficiency and compelling return-on-investment," stated Blair Geddes, Chief Financial Officer. "Over the past few months, ActivCard has expanded its strategic position within the digital identification market through partnerships and acquisition. Our actions this quarter complement our strategy of collaboration and solution interoperability with large network computing and communications companies such as Hewlett Packard, Microsoft, Novell, and Sun Microsystems. ActivCard has positioned itself to capitalize on the growing opportunity as the market for digital identity solutions evolves."

    The search for a new Chief Executive Officer continues to progress. The Company expects to announce the hiring of a new Chief Executive Officer within the next few months. In the meantime, the executive management team will continue to ably manage the day-to-day operations of the Company.

    For the six-month period ended June 30, 2001, ActivCard reported revenue of $15.6 million, compared to $7.0 million in the six-month period ended June 30, 2000. Net loss for the first six months of 2001 was $3.0 million, or $0.08 per diluted share, compared to net income of $3.6 million or $0.09 per diluted share, in the comparable prior year period. Pro forma net loss for the first half of 2001, excluding non-recurring items and net foreign currency transaction gains, was $2.7 million, or $0.07 per diluted share, compared to a net loss of $1.6 million, or $0.04 per diluted share, in the first half of 2000.

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    Third Quarter and Fiscal 2001 Outlook

    For the third quarter, 2001, the Company anticipates continued sequential growth with revenues ranging between $10.0 million and $11.0 million. ActivCard's objective for the full year 2001 continues to be revenue growth of 100% to 120% from fiscal 2000.

    ActivCard's second quarter earnings conference call will be held today, Tuesday, July 31, at 3:00 p.m. GMT/ 11:00 a.m. EDT / 8:00 a.m. PDT. The conference call will be simultaneously broadcast over the Internet and can be accessed on the Company's website, www.activcard.com, and on www.streetfusion.com. To listen to the webcast, please logon to either website prior to the scheduled call time, to register, download and install any necessary audio software. If you are unable to attend the conference call at the scheduled time, a replay of the live webcast will also be available at http://www.activcard.com.

About ActivCard

    ActivCard, a leader in digital identity and electronic certification technology, delivers core components required to enable next generation e-Business communication and transactions. The ActivCard technology suite offers the ease-of-use of an ATM transaction with a security level better than face-to-face meeting. ActivCard solutions, in conjunction with the applications support for public key based data confidentiality and integrity, allow individuals and businesses to perform secure online transactions over the Internet. Today, more than 2 million people use ActivCard products for secure Internet banking, Web access and remote access to corporate networks. ActivCard is headquartered in Fremont, California, with worldwide operations in France, Germany, Japan, Sweden, Singapore and United Kingdom.

    ActivCardTM is a registered trademark of ActivCard S.A. in the United States and in other countries.

    This press release contains forward-looking statements, which reflect management's best judgement based on factors currently known. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those in the statements included in this press release. 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.

US Contacts
Investors: Media: Company:
Kip Meintzer Christopher Katis Rod Stuhlmuller
Morgen-Walke Associates Morgen-Walke Associates ActivCard, Inc.
415-439-4515 415-439-4518 510-574-0100

European Contacts
Investors: Media:
Nicole Curtin, Ronald Dassa Lorie Lichtlen, Nelly Dimey
Morgen-Walke Associates Morgen-Walke Associates
+33-1-47-03-68-10 +33-1-47-03-68-10

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ActivCard, S.A.

Unaudited Pro forma Condensed Consolidated Statements of Operations (U.S. GAAP)

(in thousands of US dollars, except share data)

 
   Three months ended
June 30,
   Six months ended
June 30,
  
 
   2001
   2000
   2001
   2000
  
Revenues   $ 8,525   $ 3,851   $ 15,614   $ 6,953  
Cost of revenues     2,785     1,578     5,298     2,745  
   
 
 
 
 
Gross profit     5,740     2,273     10,316     4,208  
   
 
 
 
 
Operating expenses:                          
  Selling and marketing     6,640     3,537     12,077     6,713  
  General and administrative     910     625     2,033     1,189  
  Research and development     4,249     1,872     7,844     3,526  
   
 
 
 
 
      11,799     6,034     21,954     11,428  
Operating loss     (6,059 )   (3,761 )   (11,638 )   (7,220 )
   
 
 
 
 
  Interest income     3,262     4,881     8,957     5,616  
   
 
 
 
 
Net (loss) income before income taxes     (2,797 )   1,120     (2,681 )   (1,604 )
Provision for income taxes     —     —     (1 )   (1 )
   
 
 
 
 
Net (loss) income   $ (2,797 ) $ 1,120   $ (2,682 ) $ (1,605 )
   
 
 
 
 

(Loss) earnings per common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Basic   $ (0.07 ) $ 0.03   $ (0.07 ) $ (0.04 )
  Diluted   $ (0.07 ) $ 0.03   $ (0.07 ) $ (0.04 )

Weighted average number of common shares:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Basic     39,918     38,453     39,912     36,055  
  Diluted     39,918     42,676     39,912     36,055  

The following items have been excluded in the derivation of pro forma results:
 
 
 
 
  Operating expenses:                          
    Acquisition-related charges   $ (228 ) $ —   $ 3,781   $ —  
    Compensation paid to departing C.E.O.     881     —     881     —  
    In process research and development     101     —     101     —  
    Settlement of litigation     46     —     201     —  
   
 
 
 
 
  Total excluded from operating expenses     800     —     4,964     —  
 
Foreign exchange (gain) loss
 
 
(930
)
 
218
 
 
(4,608
)
 
(5,221
)
   
 
 
 
 
Total net pro forma adjustments   $ (130 ) $ 218   $ 356   $ (5,221 )
   
 
 
 
 

5

ActivCard, S.A.

Unaudited Condensed Consolidated Statements of Operations (U.S. GAAP)

(In thousand of US dollars, except share data)

 
   Three months ended June 30,
   Six months ended June 30,
  
 
   2001
   2000
   2001
   2000
  
Revenues   $ 8,525   $ 3,851   $ 15,614   $ 6,953  
Cost of revenues     2,785     1,578     5,298     2,745  
   
 
 
 
 
Gross profit     5,740     2,273     10,316     4,208  
   
 
 
 
 
Operating expenses:                          
  Selling and marketing     6,640     3,537     12,077     6,713  
  General and administrative     910     625     2,033     1,189  
  Research and development     4,249     1,872     7,844     3,526  
  Non-recurring charges     800     —     4,964     —  
   
 
 
 
 
      12,599     6,034     26,918     11,428  

Operating loss
 
 
(6,859
)
 
(3,761
)
 
(16,602
)
 
(7,220
)
   
 
 
 
 
  Interest income     3,262     4,881     8,957     5,616  
  Foreign exchange gain (loss)     930     (218 )   4,608     5,221  
   
 
 
 
 
Net (loss) income before income taxes     (2,667 )   902     (3,037 )   3,617  

Provision for income taxes
 
 
—
 
 
—
 
 
(1
)
 
(1
)
   
 
 
 
 
Net (loss) income   $ (2,667 ) $ 902   $ (3,038 ) $ 3,616  
   
 
 
 
 

(Loss) earnings per common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Basic   $ (0.07 ) $ 0.02   $ (0.08 ) $ 0.10  
  Diluted   $ (0.07 ) $ 0.02   $ (0.08 ) $ 0.09  

Weighted average number of common shares:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Basic     39,918     38,453     39,912     36,055  
  Diluted     39,918     42,676     39,912     41,250  

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ActivCard, S.A.

Unaudited Condensed Consolidated Balance Sheets (U.S. GAAP)

(In thousand of US dollars)

 
   June 30,
2001
   December 31,
2000
  
ASSETS              
Current assets              
  Cash and cash equivalents   $ 296,577   $ 309,850  
  Accounts receivable, net     5,892     5,835  
  Inventory, net     2,059     3,480  
  Other current assets     2,748     4,259  
   
 
 
Total current assets     307,276     323,424  

Property and equipment, net
 
 
5,099
 
 
1,838
 

Goodwill and other intangibles, net
 
 
5,223
 
 
—
 
Other assets     2,256     1,073  
   
 
 
Total assets   $ 319,854   $ 326,335  
   
 
 

LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY
 
 
 
 
 
 
 
Current liabilities              
  Accounts payable   $ 4,467   $ 4,985  
  Accrued liabilities     5,260     6,479  
   
 
 
Total current liabilities     9,727     11,464  

Long-term debt
 
 
237
 
 
108
 
   
 
 
Total liabilities     9,964     11,572  

Shareholders' equity
 
 
 
 
 
 
 
  Common shares and paid-in capital     388,409     385,356  
  Accumulated deficit     (56,605 )   (53,567 )
  Accumulated translation adjustment     (21,914 )   (16,852 )
  Unrealized loss on available-for-sale securities     —     (174 )
   
 
 
Total shareholders' equity (deficit)     309,890     314,763  
   
 
 
Total liabilities and shareholders' equity   $ 319,854   $ 326,335  
   
 
 

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ActivCard, S.A.

Unaudited Condensed Consolidated Statements of Cash Flows (U.S. GAAP)

For the quarter ended June 30, 2001

(In thousand of US dollars)

Operating activities:        
  Net loss   $ (2,667 )
  Adjustments to reconcile net loss to net cash provided by operating activities:        
    Depreciation and amortization     410  
    In-process research and development     105  
    Other non-cash items     75  

Increase (decrease) in cash from:
 
 
 
 
  Accounts receivable     61  
  Inventory     912  
  Other current assets     202  
  Accounts payable     (962 )
  Accrued liabilities     (2,602 )
   
 
Net cash used in operating activities     (4,466 )
   
 

Investing activities
 
 
 
 
  Capital expenditures     (1,274 )
  Cash consideration for acquisition of Safe Data System     (2,152 )
  Cash balances from Safe Data System     88  
   
 
Net cash used in investing activities     (3,338 )
   
 

Financing activities
 
 
 
 
  Proceeds from exercise of options, rights and warrants     15  
  Working capital loans to unrelated party     (369 )
  Repayment of long-term debt     (30 )
   
 
Net cash used in financing activities     (384 )
   
 

Effect of exchange rate changes on cash and cash equivalents
 
 
(1,319
)
   
 

Change in cash in period
 
 
(9,507
)

Cash and cash equivalents, beginning of period
 
 
306,084
 

Cash and cash equivalents, end of period
 
$
296,577
 
   
 

Supplemental schedule of non-cash investing and financing transactions:
 
 
 
 
Issuance of common shares for acquisition of Safe Data System   $ 3,018  

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ActivCard, S.A.

Unaudited Notes to Condensed Consolidated Financial Statements (U.S. GAAP)

Safe Data System, S.A. Acquisition

(In thousand of US dollars)

 
   Safe Data
   Straight-line
amortization
period
Purchase consideration:          
  Issuance of common stocks for business acquisitions   $ 3,018    
  Cash consideration for business acquisition     2,152    
   
   
Total purchase consideration   $ 5,170    
   
   

Purchase price allocations:
 
 
 
 
 
  Net tangible assets   $ (51 ) —
  Developed and core technology     2,300   5 years
  Assembled workforce     330   5 years
  Sales channel and customer relationship     100   5 years
  In-process research and development     100   —
  Goodwill     2,391   5 years
   
   
Net cash used in investing activities   $ 5,170    
   
   

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QuickLinks

Forward-looking Statements
ActivCard, S.A. Unaudited Pro forma Condensed Consolidated Statements of Operations (U.S. GAAP) (in thousands of US dollars, except share data)
ActivCard, S.A. Unaudited Condensed Consolidated Statements of Operations (U.S. GAAP) (In thousand of US dollars, except share data)
ActivCard, S.A. Unaudited Condensed Consolidated Balance Sheets (U.S. GAAP) (In thousand of US dollars)
ActivCard, S.A. Unaudited Condensed Consolidated Statements of Cash Flows (U.S. GAAP) For the quarter ended June 30, 2001 (In thousand of US dollars)
ActivCard, S.A. Unaudited Notes to Condensed Consolidated Financial Statements (U.S. GAAP) Safe Data System, S.A. Acquisition (In thousand of US dollars)