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): July 15, 2003
VASCO DATA SECURITY INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Delaware 000-24389 36-4169320
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
1901 South Meyers Road, Suite 210
Oakbrook Terrace, Illinois 60181
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 932-8844
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On July 15, 2003, VASCO Data Security International, Inc. ("VASCO") reached an
agreement (the "Purchase Agreement") with Ubizen N.V. ("Ubizen") whereby VASCO
would purchase and redeem all of the VASCO Series C Convertible Preferred Stock
and Common Stock Purchase Warrants owned by Ubizen.
Under the terms of the Purchase Agreement, which is filed herewith as Exhibit
5.1 and is incorporated herein by reference, VASCO paid Ubizen $3,000,000 and
issue 2,000,000 shares of VASCO Common Stock on or before July 25,2003. VASCO
will pay Ubizen an additional $1,000,000 on or before November 14, 2003. The
Common Stock issued by VASCO will be subject to a lock-up period wherein the
lock-up will expire in increments of 500,000 shares each on October 15, 2003,
January 15, 2004, April 15, 2004 and July 15, 2004. Upon the expiration of each
incremental lock-up, the released shares will be subject to volume trading
restrictions through January 1, 2005.
The Series C Convertible Preferred Stock along with warrants to purchase
1,269,474 shares of VASCO Common Stock were originally sold to Ubizen for
$15,000,000 in July 2000. The Series C Preferred Stock was subject to a
mandatory redemption feature that would have been effective in July 2004. At the
mandatory redemption date, VASCO was obligated to either redeem the Preferred
Stock for $15,000,000 in cash or issue an equivalent value in VASCO Common Stock
at a per share price that was calculated to be equal to the average trading
price of VASCO's Common Stock for the 30 trading dates prior to the redemption
date less five (5) percent.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
See the Exhibit Index attached hereto.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
VASCO Data Security International, Inc. issued a press release on July 17, 2003
announcing an agreement with Ubizen N.V. to redeem Ubizen's $15,000,000
investment in VASCO. The full text of the press release is attached to this
Report as Exhibit 99.1
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.
Date: August 12, 2003 VASCO Data Security International, Inc.
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(Registrant)
By: /s/Clifford K. Bown
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Clifford K. Bown
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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5.1 Securities Purchase Agreement by and between VASCO Data
Security International, Inc and Ubizen N.V.
99.1 Press release, dated July 17, 2003, announcing an agreement
with Ubizen N.V. to redeem Ubizen's $15,000,000 investment
in VASCO.
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