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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): April 19, 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)) SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.02. ELECTION OF DIRECTOR On April 19, 2005, Mr. John N. Fox, Jr. was elected to the Board of Directors of VASCO Data Security International, Inc. Mr. Fox was not named to any Committees of the Board. The Board of Directors and its Nominating and Governance Committee are expected to consider appointing Mr. Fox to various Committees of the Board following the Company's annual meeting of Shareholders. Mr. Fox has not been involved in any transaction or series of transactions with the Company and is involved with any proposed transaction or series of transactions with the Company in which the amount would exceed $60,000. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit Number Description --------- -------------------------------------------- 99.1 Press Release dated May 3, 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. Date: May 3, 2005 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 May 3, 2005
EXHIBIT 99.1 John N. Fox, Jr. Elected to Board of VASCO Data Security International, Inc. Former Vice Chairman of Deloitte Consulting To Contribute 36 Years of Strategic Consulting Experience with Fortune 1000 Companies to VASCO's Board OAKBROOK TERRACE, Illinois and BRUSSELS, Belgium - May 3, 2005 - VASCO Data Security International Inc. (Nasdaq: VDSI; www.vasco.com), a global provider of enterprise-wide security products that support e-business and e-commerce, announced today that John N. Fox has been elected to VASCO's Board of Directors. Mr. Fox, 62, was Vice Chairman and Global Director, Strategic Clients, Deloitte Consulting, a $3.4 billion global consultancy within Deloitte Touche Tohmatsu, a $16.4 billion professional services firm (led teams, including more than 200 partners, serving the firm's 60 largest global clients). John served on Deloitte Touche Tohmatsu's Board of Directors and a member of the Governance (Executive) Committee from 1998 - 2003. In his thirty-six years with Deloitte, Mr. Fox consulted with Fortune 1000 companies, helping its clients tackle big complex changes, including appropriate strategic initiatives, new business models, revised business processes and organizational change. Mr. Fox received his Bachelor of Arts, Political Science and Economics, at Wabash College in1964. He earned his MBA from the University of Michigan in 1968. "We are very pleased to have John join VASCO's Board of Directors," stated T. Kendall Hunt, VASCO's Chairman & CEO. "His global consulting experience will serve the Company well as it considers its strategic alternatives for future growth, and anticipates the needs of its global clients. Additionally, John's former board and Governance Committee experience will help guide VASCO in its adherence to proper governance and management." Mr. Fox 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 15 million Digipass products sold and delivered, VASCO has established itself as a world-leader for strong User Authentication with over 370 international financial institutions and approximately 1,700 blue-chip corporations and governments located in more than 80 countries. Forward Looking Statements Statements made in this news release that relate to future plans, events or performances are forward-looking statements. Any statement containing words such as "believes," "anticipates," "plans," "expects," and similar words, is forward-looking, and these statements involve risks and uncertainties and are based on current expectations. Consequently, actual results could differ materially from the expectations expressed in these forward-looking statements. Reference is made to the Company's public filings with the US Securities and Exchange Commission for further information regarding the Company and its operations. For more information contact: Jochem Binst, +32 2 456 9810, jbinst@vasco.com END OF FILING