SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 3
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 4, 2005
VASCO DATA SECURITY INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Delaware 000-24389 36-4169320
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1901 South Meyers Road, Suite 210
Oakbrook Terrace, Illinois 60181
(Address of principal executive offices)
(630) 932-8844
(Registrant's telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
[ ] 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))
Explanatory Note:
This Form 8-K/A is filed as an amendment to the Current Report on Form 8-K filed
by VASCO Data Security International, Inc. on February 8, 2005 as amended on
April 20, 2005 and May 23, 2005. This amendment is being filed for the sole
purpose of providing a revised independent accountants' report, which states
that the audit was conducted in accordance with auditing standards generally
accepted in the United States.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Audited financial statements of A.O.S.-Hagenuk B.V. at
December 31, 2004, 2003 and 2002, and for each of the three
years in the period ended December 31, 2004, are attached as
Exhibit 99.3 hereto.
(b) Unaudited consolidated pro forma balance sheet as of December
31, 2004 and the unaudited consolidated pro forma statement of
operations for the year then ended, including notes thereto,
are attached as Exhibit 99.4 hereto.
(c) Exhibits
Exhibit
Number Description
------- -----------------------------------------------------------------------------------------------
99.1 Press Release announcing the acquisition of A.O.S.-Hagenuk dated February 8, 2005 *
99.2 Registration Rights Agreement by and among A.O.S. Holding B.V., Filipan Beheer B.V., Mr. Mladen
Filipan, and Pijnenburg Beheer N.V., and VASCO Data Security International, Inc., dated
February 4, 2005. *
99.3 Financial Statements
99.4 Unaudited Pro Forma Financial Information *
* Filed Previously.
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: March 2, 2006 VASCO Data Security International, Inc.
------------------------------------------------
(Registrant)
By: /s/ Clifford K. Bown
------------------------------------------------
Clifford K. Bown
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
------- --------------------------------------------------------------------------------------------------------
99.1 Press Release announcing the acquisition of A.O.S. - Hagenuk dated February 8, 2005 *
99.2 Registration Rights Agreement by and among A.O.S. Holding B.V., Filipan Beheer B.V., Mr. Mladen Filipan,
and Pijnenburg Beheer N.V., and VASCO Data Security International, Inc. dated February 4, 2005. *
99.3 Financial Statements
99.4 Unaudited Pro Forma Financial Statements *
* Filed Previously