e425
Filed by
SCM Microsystems, Inc.
pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 under the
Securities Act of 1934
Subject Company: Hirsch Electronics Corp.
Filer No. 000-29440
News Release
Hirsch Electronics Shareholders Approve Proposed Merger with
SCM Microsystems
SANTA ANA, Calif., March 18, 2009 Hirsch Electronics Corporation, a leading supplier of access
control and security management solutions, today announced that its shareholders have adopted the
Agreement and Plan of Merger, dated December 10, 2008, by and among Hirsch, SCM Microsystems, Inc.
(NASDAQ: SCMM; Prime Standard: SMY), and two wholly-owned subsidiaries of SCM, pursuant to which
Hirsch will become a U.S.-based, wholly-owned subsidiary of SCM.
At the special meeting of Hirsch shareholders held on March 11, 2009, 4,454,394 shares were
represented in person or by proxy, comprising 94% of common stock outstanding and constituting a
quorum. 4,369,994 shares, or 93% of shares outstanding, were voted in favor of the merger at the
special meeting of Hirsch shareholders.
Hirsch and SCM currently expect closing of the proposed merger to occur following satisfaction of
all of the conditions to closing contained in the Agreement and Plan of Merger, including the
receipt of approval of SCMs stockholders to issued shares of SCM common stock and warrants to
purchase shares of SCM common stock in connection with the proposed merger.
After the closing of the proposed merger, Hirsch products and services will continue to be
marketed, sold and supported by Hirsch under the Hirsch Electronics company name.
About SCM Microsystems, Inc.
SCM Microsystems is a leading provider of solutions that open the Digital World by enabling people
to conveniently access digital content and services. The company develops, markets and sells the
industrys broadest range of smart card reader technology for secure PC, network and physical
access and digital media readers for transfer of digital content to OEM customers in the
government, financial, enterprise, consumer electronics and photographic equipment markets
worldwide. U.S. headquarters
are in Fremont, California and global headquarters are in Ismaning, Germany. For additional
information, visit the SCM Microsystems website at www.scmmicro.com.
About Hirsch Electronics Corporation
Hirsch Electronics designs and manufactures security systems for worldwide markets. Hirsch is a
recognized leader in IP-based physical security solutions that interoperate with other networked
databases, devices and systems, such as human resources, provisioning, and directory services.
Hirschs award-winning role-based access control, identity management, and policy-based security
management systems integrate access control, digital video, alarm monitoring, smart cards and
biometrics. Website: www.HirschElectronics.com.
Important Information
In connection with the proposed merger transaction involving SCM Microsystems and Hirsch
Electronics, SCM has filed with the Securities and Exchange Commission (SEC) a registration
statement on Form S-4 (No. 333-157067), which was declared effective on February 13, 2009. The
definitive joint proxy statement/information statement and prospectus dated February 13, 2009 was
first mailed to stockholders of SCM and shareholders of Hirsch Electronics on February 18, 2009.
SCM has filed other documents regarding the proposed transaction with the SEC and may file
additional documents regarding the proposed transaction as well. SECURITYHOLDERS OF SCM AND HIRSCH
ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/INFORMATION STATEMENT AND
PROSPECTUS, AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION REGARDING THE
PROPOSED MERGER CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The definitive joint proxy statement/information statement and prospectus has been mailed to SCMs
stockholders and Hirschs shareholders. Stockholders of SCM and shareholders of Hirsch may obtain
a copy of the joint proxy statement/information statement and prospectus, as well as other filings
containing information about SCM and Hirsch, without charge, at the SECs Internet site
(http://www.sec.gov). Copies of the joint proxy statement/information statement and
prospectus can also be obtained, without charge, from the SCM corporate website at
www.scmmicro.com, or by directing a request to SCM Microsystems, Inc., Attention: Investor
Relations, 41740 Christy Street, Fremont, California 94538 or Hirsch Electronics Corp, 1900
Carnegie Avenue, Bldg B, Santa Ana, California 92705, Attention: Secretary.
In addition to the documents described above, SCM files annual, quarterly and current reports,
proxy statements and other information with the SEC, which are available at the SECs website at
www.sec.gov or at SCMs website at www.scmmicro.com.
THIS COMMUNICATION IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY
JURISDICTION IN WHICH SUCH SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH JURISDICTION.
SCM Microsystems and its directors, executive officers and other employees may be deemed to be
participants in the solicitation of proxies from the stockholders of SCM in connection with the
proposed transaction. Information about SCMs directors and executive officers is available in the
joint proxy statement/information statement and prospectus and other materials referred to in the
proxy statement/prospectus.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These include, without limitation, our statements
contained above regarding the closing date of the proposed merger and other statements that are not
historical facts. These statements involve risks and uncertainties that could cause actual results
and events to differ materially, including the possibility that SCM stockholders may not approve
the proposed merger, that the closing of the proposed merger may be delayed, or that the proposed
merger may not close. For a discussion of further risks and uncertainties related to SCMs
business, please refer to SCMs public company reports and the Risk Factors enumerated therein,
including SCMs Annual Report on Form 10-K for the year ended December 31, 2007 and subsequent
reports, including SCMs Quarterly Report on Form 10-Q for the period ended September 30, 2008,
filed with the SEC. SCM undertakes no duty to update any forward-looking statement to reflect any
change in SCMs expectations or any change in events, conditions or circumstances on which any such
statements are based.
Note: The SCM logo is a trademark of SCM Microsystems, Inc. and the Hirsch logo is a trademark
Hirsch Electronics Corporation or its affiliates in the United States and certain other countries.
Additional company and product names may be trademarks or registered trademarks of the individual
companies and are respectfully acknowledged.
Contacts:
Scott Howell, Hirsch Electronics, +1-949-250-8888 ext. 130, marketing@hirschelectronics.com