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): August 1, 2006 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))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.02. DEPARTURE OF DIRECTORS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On August 1, 2006, Ms. Jean K. Holley was elected to the Board of Directors of VASCO Data Security International, Inc., effective August 1, 2006. Ms. Holley was named to the Audit Committee, the Compensation Committee and the Governance and Nominating Committee of the Board. There are no arrangements or understandings between Ms. Holley and any other person pursuant to which Ms. Holley was selected as a director. There are no transactions involving Ms. Holley that would be required to be reported under Item 404(e) of Regulation S-K. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9,01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits The following exhibit is filed with this Current Report on Form 8-K: Exhibit Number Description - ------- ----------- 99.1 Press Release dated August 2, 2006
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 2, 2006 VASCO Data Security International, Inc. (Registrant) By: /s/ Clifford K. Bown --------------------------------------------- Clifford K. Bown Chief Financial Officer
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated August 2, 2006
Exhibit 99.1 JEAN K. HOLLEY ELECTED TO BOARD OF VASCO DATA SECURITY INTERNATIONAL, INC. EVP AND CIO OF TELLABS TO ADD BROAD TECHNICAL EXPERTISE AND KNOWLEDGE TO VASCO'S BOARD OF DIRECTORS OAKBROOK TERRACE, Illinois, and BRUSSELS, Belgium - August 2, 2006 - VASCO Data Security International Inc. (Nasdaq: VDSI; www.vasco.com), the global number one vendor of strong user authentication and e-signature products, announced today that Jean K. Holley has been elected to VASCO's Board of Directors. Ms. Holley, 47, is the Executive Vice President and Chief Information Officer for Tellabs. Ms. Holley is responsible for setting and implementing an IT strategy for the company's global operations. This includes worldwide IT operations, acquisition integration, supply chain optimization, e-commerce, customer relationship management and the extension of consolidation and standards across the company. Previously, Ms. Holley served as VP and CIO for USG Corporation, where she was the company's first woman corporate officer and first CIO. She established and implemented an IT strategy that included: Supply Chain Management (SCM), Customer Relationship Management (CRM), e-commerce strategy, implementation, operations and strategic outsourcing. Ms. Holley has served as Sr. IT Director for Waste Management, Sr. IT Director for Rust Industrial Services and IT Director for Waste Management's Environmental Monitoring Labs. She has also held positions at Digital Equipment Corporation and Inland Steel. In 2002, Ms. Holley received the Spotlight Award from the Chicago Software Association and was listed by ComputerWorld as one of the top 100 CIOs. Ms. Holley has also received the "CIO of the Year" award by the Association of IT Professionals (AITP). Ms. Holley holds a BS in Computer Science/Electrical Engineering from the University of Missouri-Rolla, and a MS in Computer Science/Engineering from Illinois Institute of Technology in Chicago. She has served on a variety of boards including Blue Wolff, Illinois Institute of Technology, Northern Illinois University's College of Engineering & Engineering Technology, University of Missouri - Rolla's College of Mines & Metallurgy, and the School of Management Information Systems. She served as President of the Academy for Computer Science at UMR and is a current Board member for Junior Achievement. Finally, she serves as a Board member for Giant Steps of Illinois, an autistic school for children with autistic spectrum disorders. "We are very pleased to have Jean join VASCO's Board of Directors," stated T. Kendall Hunt, VASCO's Chairman & CEO. "Her technical knowledge and contacts in the telecommunications industry will serve VASCO well. Additionally, Jean will help our Board and Company better understand and anticipate current and future technology trends to aid us in strategic planning and actions." Ms. Holley commented, "I am very excited to be associated with a company that is focused on the high-growth information security industry. Identity theft is a significant and growing problem. VASCO's products and solutions to address this issue are driving its rapid global growth. I look forward to working with the management team and Board of VASCO as they plan for and manage their future growth." About VASCO: VASCO designs, develops, markets and supports patented user authentication products for the financial world, remote access, e-business and e-commerce. VASCO's user authentication software is delivered via its Digipass hardware and software security products. With over 25million Digipass products sold and delivered, VASCO has established itself as a world-leader for strong User Authentication with over 500 international financial institutions and approximately 3,000 blue-chip corporations and governments located in more than 80 countries. END OF FILING