8-K

UNITED STATES

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): October 27, 2005

ActivCard Corp.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-50223	45-0485038
(State or Other Jurisdiction Of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6623 Dumbarton Circle, Fremont, California	94555
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (510) 574-0100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On October 27, 2005, ActivCard Corp. issued a press release announcing its preliminary financial results for its fourth fiscal quarter, ended September 30, 2005. A copy of this press release is furnished herewith as Exhibit 99.1.

The information set forth under Item 2.02 and Exhibit 99.1 is furnished and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Press release dated October 27, 2005.

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.

			ActivCard Corp.
			(registrant)
Date:	October 27, 2005	By:	/s/ Ragu Bhargava
			Ragu Bhargava
			Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated October 27, 2005.

EX-99.1

Exhibit 99.1

ActivCard Reports Preliminary Fiscal 2005 Fourth Quarter Financial Results

FREMONT, Calif., October 27, 2005 — ActivCard Corp. (Nasdaq: ACTI), a global leader in Digital Identity Assurance, today announced preliminary financial results for its fourth quarter of fiscal 2005 ended September 30, 2005.

Based on preliminary information available at this time, revenue for the fourth fiscal quarter is expected to be approximately $9.4 million, compared to previous guidance of $12.0 to $13.0 million. Sales and marketing, research and development, and general and administrative expenses are expected to be approximately $14.0 million compared to previous guidance of $14.0 to $15.0 million. Cash and short-term investments at September 30, 2005 were $153.5 million compared to $177.8 million at June 30, 2005, a decline of $24.3 million, of which $21.0 million was the cash consideration used in the acquisition of Protocom in August 2005.

“We are disappointed with the shortfall in our revenue this quarter. Several orders in the U.S. Federal Government and in Europe were delayed and did not close during the quarter as expected. Additionally, even though we received the cash payment from our Novell OEM agreement as expected, we were only able to recognize a small portion of the payment as revenue due to certain U.S. GAAP purchase accounting considerations,” said Ben C. Barnes, Chief Executive Officer of ActivCard. “During the quarter we made improvements in our overall cost structure allowing us to reduce expenses, completed the integration of Protocom, and executed a reduction in force as part of our planned and ongoing restructuring,” continued Mr. Barnes.

Conference Call

ActivCard will hold a conference call at 2 p.m. Pacific TimeTuesday, November 15, 2005 to discuss the complete financial results for the quarter and fiscal year ended September 30, 2005. The call may be accessed by dialing 1-877-292-2820 domestically or 1-706-679-4390 for international callers. A live web cast of the conference call will also be available on the investor relations section of the Company’s website at www.activcard.com. A replay of the web cast will be available approximately two hours after the conclusion of the call. An audio replay of the conference call will also be made available approximately one hour after the conclusion of the call. The audio replay will remain available until November 23, 2005, 9 p.m. Pacific Time and can be accessed by dialing 1-800-642-1687 or 1-706-645-9291 and entering pass code 1525290.

About ActivCard

ActivCard is a global provider of digital identity assurance solutions that allow customers to issue, use and manage trusted digital identities to enable secure transactions, communication and access to information. ActivCard’s solutions include secure remote access, single sign-on, enterprise access cards, and multi-channel identification and verification. Globally, over ten million users at corporations, government agencies, and financial institutions use ActivCard solutions to safely and efficiently interact electronically. Headquartered in Fremont, California, ActivCard has development centers in the U.S., Australia, France, and the United Kingdom, and sales and service centers in more than ten countries. For more information, visit www.activcard.com.

The statements in this press release that are not historical facts are forward-looking statements that involve risks and uncertainties. These risks and uncertainties include risks relating to revenue fluctuations from quarter

to quarter, future revenues and contract wins, the integration of acquired business and technologies, operating expenses and other risks identified under the caption “Risk Factors” in our most recent Annual Report on Form 10-K, and in subsequent Quarterly Reports on Form 10-Q, which are filed with the United States Securities and Exchange Commission (SEC). Copies of these filings are available from ActivCard and on the SEC’s website at www.sec.gov. Actual results, events and performance may differ materially from our forward-looking statements. 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.

NOTE: ActivCard is a registered trademark in the United States and/or other countries. All other trademarks are the property of their respective owners in the United States and/or other countries.

SOURCE ActivCard Corp.

Ragu Bhargava of ActivCard Corp., +1-510-574-0100, or rbhargava@activcard.com;

or Maria Riley of Sapphire Investor Relations, LLC, +1-415-399-9345, or

maria@sapphireinvestorrelations.com, for ActivCard Corp.