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): November 15, 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 November 15, 2005, ActivCard Corp. issued a press release announcing its results of operations for its fourth fiscal quarter and year 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 November 15, 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: November 15, 2005	By:	/s/ Ragu Bhargava
		Ragu Bhargava Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated November 15, 2005

EX-99.1

Exhibit 99.1

ACTIVIDENTITY REPORTS FISCAL 2005 FOURTH QUARTER AND YEAR END

FINANCIAL RESULTS

FREMONT, Calif., November 15, 2005 – ActivCard^® Corp. d/b/a ActivIdentity^® (Nasdaq: ACTI), a global leader in digital identity assurance, today reported financial results for its fourth quarter and fiscal year ended September 30, 2005.

Revenue for the fourth quarter ended September 30, 2005 was $9.4 million compared to $10.1 million for the quarter ended September 30, 2004 and $12.0 million for the quarter ended June 30, 2005. Revenue for the quarter ended June 30, 2005 included revenue from a one-time license fee of $4.1 million for certain patents.

Total operating expenses were $16.6 million for the quarter ended September 30, 2005 compared to $15.8 million for the quarter ended September 30, 2004 and $14.7 million for the quarter ended June 30, 2005. Sales and marketing, research and development, and general and administrative expenses were $14.2 million for the quarter ended September 30, 2005 compared to $14.9 million for the quarter ended September 30, 2004 and $13.7 million for the quarter ended June 30, 2005.

Net loss for the quarter ended September 30, 2005 was $10.1 million or $0.23 per basic and diluted share, compared to $8.3 million or $0.20 per basic and diluted share for the quarter ended September 30, 2004, and $5.6 million or $0.13 per basic and diluted share for the quarter ended June 30, 2005.

Revenue for the fiscal year ended September 30, 2005 was $42.2 million compared to $33.6 million for the twelve-month period ended September 30, 2004. Total operating expenses were $74.4 million for the fiscal year ended September 30, 2005 compared to $55.8 million for the twelve-month period ended September 30, 2004. Sales and marketing, research and development, and general and administrative expenses for the fiscal year ended September 30, 2005 were $57.7 million compared to $51.6 million for the twelve-month period ended September 30, 2004. Net loss for the fiscal year ended September 30, 2005 was $47.9 million or $1.11 per basic and diluted share compared to $36.8 million or $0.87 per basic and diluted share for the twelve-month period ended September 30, 2004. The fiscal 2005 net loss includes non-cash write-offs of acquired

technology, goodwill, and other intangible assets of $15.5 million, capitalized in the acquisition of Aspace Solutions Limited.

Fourth Quarter Financial Highlights

• Ended the quarter with $153.6 million in cash and short-term investments.

• Overall cash decreased by $24.2 million, primarily for the purchase of Protocom Development Systems Pty. Ltd. during the quarter, for $21.2 million.

• Used $3.0 million in cash for operations.

• Grew deferred revenue by $1.6 million.

“Although we are disappointed we did not meet our revenue target this quarter, we did meet several of our sales objectives, including securing several new significant customers,” said Ben C. Barnes, Chief Executive Officer. “The shortfall in revenue was primarily related to revenue recognition under the Novell OEM agreement. Although we received the amount of cash we expected from the Novell OEM agreement, under U.S. GAAP and purchase accounting principles we were able to recognize only 5% of the cash as revenue during the quarter. Additionally, on a significant new contract we were able to recognize only a small piece of revenue in the fourth quarter. A few delayed orders in the U.S. Federal Government and Europe also contributed to the shortfall in revenue,” continued Mr. Barnes.

Business Highlights

• Changed our operating name from ActivCard to ActivIdentity.

• Completed acquisition of Protocom Development Systems Pty. Ltd. in August 2005.

• Released version 5.5 of SecureLogin Single-Sign On.

• Announced the introduction of Solo version 2.0 an ultra-portable, slim design and easy to use card reader.

• Signed over 120 new customers, including: Caltrans of California, New South Wales Department of Corrective Services, Nissan, Saudi Aramco, and U.S. General Services Administration.

• Achieved additional revenue from many existing customers including: Visa, Emory Health, Sparbanken, and KDDI.

Strategic Alternatives for Cash

The Company’s Board of Directors continues to evaluate alternatives for utilization of the Company’s cash resources, including paying a cash dividend and other strategic alternatives; but, at this time, the Board has decided not to implement a stock repurchase program.

Outlook

The Company expects revenue for its first quarter of fiscal 2006 ending December 31, 2005 to be in the range of $10.0 to $11.0 million and sales and marketing, research and development, and general and administrative expenses in the range of $14.5 to $15.5 million.

Conference Call

The Company will hold a conference call at 2 p.m. Pacific Time today, Tuesday, November 15, 2005 to discuss the results for its fourth quarter and fiscal year ended September 30, 2005. The call may be accessed by dialing 877-292-2820 domestically or 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.actividentity.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 800-642-1687 or 706-645-9291 and entering pass code 1525290.

About ActivIdentity (ActivCard)

ActivCard d/b/a ActivIdentity is a global provider of identity assurance solutions that allow customers to issue, use and manage trusted digital identities to enable secure

transactions, communication and access to information. The Company’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 the Company’s solutions to safely and efficiently interact electronically. Headquartered in Fremont, Calif., the Company has development centers in the US, Australia, France, and the United Kingdom and sales and service centers in more than ten countries. For more information, visit www.actividentity.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 results of operations, the concentration of our customer base, fluctuations in quarterly results, the integration of acquired business and technologies, 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 the Company 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. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

ActivIdentity and ActivCard are registered trademarks 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.

IR Contacts:

Ragu Bhargava	Maria Riley
ActivCard Corp. d/b/a ActivIdentity	Sapphire Investor Relations, LLC
510-574-0100	415-399-9345
ragu.bhargava@actividentity.com	maria@sapphireinvestorrelations.com

ActivCard Corp.

Condensed Consolidated Statement of Operations

(in thousands, except per share amounts)

(Unaudited)

	Three Months Ended September 30,						Twelve Months Ended September 30,
	2005			2004			2005			2004
Revenue:
Software	$	4,091		$	4,062		$	16,742		$	12,181
Hardware		2,825			3,971			12,426			14,949
License		—			—			4,100			—
Maintenance and support		2,494			2,083			8,888			6,503
Total revenue		9,410			10,116			42,156			33,633
Cost of revenue:
Software		1,068			944			4,413			3,943
Hardware		1,792			2,289			6,987			8,511
License		—			—			23			—
Maintenance and support		554			576			2,395			2,146
Amortization and impairment of acquired developed technology		498			206			5,348			551
Total cost of revenue		3,912			4,015			19,166			15,151
Gross profit		5,498			6,101			22,990			18,482
Operating expenses:
Sales and marketing		6,789			6,548			28,725			23,080
Research and development		4,177			5,302			17,534			19,934
General and administration		3,230			3,081			11,402			8,593
Restructuring expense		1,340			820			2,482			3,733
In-process research and development		782			—			1,319			383
Amortization of other intangible assets		258			18			1,117			65
Impairment of goodwill		—			—			9,426			—
Write-down of acquired intangible assets		—			45			2,352			45
Total operating expenses		16,576			15,814			74,357			55,833
Loss from operations		(11,078	)		(9,713	)		(51,367	)		(37,351	)
Other income (expenses):
Interest income, net		899			1,111			4,107			4,107
Other income (expenses), net		157			311			(456	)		177
Equity in net loss of Aspace Solutions Limited		—			—			—			(3,970	)
Total other income, net		1,056			1,422			3,651			314
Loss from operations before income taxes, minority interest, and other investors’ interest in Aspace Solutions Limited		(10,022	)		(8,291	)		(47,716	)		(37,037	)
Income taxes		(133	)		(6	)		(255	)		(198	)
Minority interest		49			29			45			158
Other investors’ interest in Aspace Solutions Limited					—			—			292
Net loss	$	(10,106	)	$	(8,268	)	$	(47,926	)	$	(36,785	)
Basic and diluted net loss per share	$	(0.23	)	$	(0.20	)	$	(1.11	)	$	(0.87	)
Shares used to compute basic and diluted net loss per share		44,561			42,262			43,361			42,213

ActivCard Corp.

Condensed Consolidated Balance Sheets

(in thousands)

	September 30, 2005			September 30, 2004
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	13,167		$	17,113
Short-term investments		140,387			196,950
Accounts receivable, net		7,156			5,325
Inventories		1,649			1,996
Prepaid and other current assets		3,630			2,450
Total current assets		165,989			223,834
Property and equipment, net		3,116			3,989
Restricted investments		—			715
Other intangible assets, net		9,323			2,286
Other long-term assets		757			800
Goodwill		36,162			19,462
Total assets	$	215,347		$	251,086
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,696		$	2,324
Short-term borrowings		—			1,605
Accrued compensation and related benefits		6,071			7,339
Current portion of restructuring liability		1,209			1,262
Accrued and other current liabilities		5,149			3,278
Current portion of deferred revenue		6,580			6,962
Total current liabilities		20,705			22,770
Deferred revenue, net of current portion		1,877			3,677
Restructuring liability, net of current portion		2,986			3,605
Long-term deferred rent		1,120			1,109
Total liabilities		26,688			31,161
Minority interest		1,240			1,394
Shareholders’ equity:
Common stock		417,809			400,056
Deferred employee stock-based compensation		(615	)		(639	)
Accumulated deficit		(214,731	)		(166,805	)
Accumulated other comprehensive loss		(15,044	)		(14,081	)
Total shareholders’ equity		187,419			218,531
Total liabilities and shareholders’ equity	$	215,347		$	251,086

ActivCard Corp.

Condensed Consolidated Statement of Cash Flows

(in thousands)

(Unaudited)

	Twelve Months Ended September 30,
	2005			2004
Cash flows from operating activities:
Net loss	$	(47,926	)	$	(36,785	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,886			2,573
Amortization and impairment of acquired developed technology		5,348			551
Amortization of acquired intangible assets		1,117			65
Impairment of goodwill		9,426			—
Write-down of acquired intangible assets		2,352			45
In-process research and development		1,319			383
Amortization of employee stock-based compensation		285			265
Loss on disposal of property and equipment		154			151
Minority interest		(45	)		(158	)
Equity in net loss of Aspace Solutions Limited		—			3,970
Warrant issued in lieu of compensation		—			242
Other investors’ interest in Aspace Solutions Limited		—			(292	)
Changes in:
Accounts receivable		19			368
Inventories		307			781
Prepaid and other current assets		(395	)		735
Accounts payable		(899	)		399
Accrued compensation and related benefits		(1,356	)		624
Restructuring liability		(682	)		71
Accrued and other current liabilities		1,045			(343	)
Deferred revenue		(3,422	)		7,755
Deferred rent		11			147
Net cash used in operations		(31,456	)		(18,453	)
Cash flows from investing activities:
Purchases of property and equipment		(798	)		(1,550	)
Purchases of short-term investments		(18,980	)		(193,990	)
Proceeds from sales and maturities of short-term investments		74,175			151,353
Cash used in acquisitions, net of cash received		(28,337	)		(2,635	)
Acquisition of ActivCard Europe S.A. minority interest		(59	)		—
Other long-term assets		40			114
Net cash provided by (used in) investing activities		26,041			(46,708	)
Cash flows from financing activities:
Proceeds from sale of common stock		2,846			1,589
Net (decrease) increase in short-term borrowings		(1,490	)		675
Repayment of long-term debt		—			(3	)
Net cash provided by financing activities		1,356			2,261
Effect of exchange rate changes on cash		113			(88	)
Net decrease in cash and cash equivalents		(3,946	)		(62,988	)
Cash and cash equivalents, beginning of period		17,113			80,101
Cash and cash equivalents, end of period	$	13,167		$	17,113