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Annual Report 2009 (1 MB, pdf) - Vasco

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UNITED STATES<br />

SECURITIES AND EXCHANGE COMMISSION<br />

Washington, D.C. 20549<br />

FORM 10-K<br />

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO<br />

SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934<br />

(Mark One)<br />

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934<br />

FOR THE FISCAL YEAR ENDED DECE<strong>MB</strong>ER 31, <strong>2009</strong><br />

or<br />

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES<br />

EXCHANGE ACT OF 1934<br />

FOR THE TRANSITION PERIOD FROM TO<br />

Commission file number 000-24389<br />

VASCO Data Security International, Inc.<br />

(Exact Name of Registrant as Specified in Its Charter)<br />

DELAWARE 36-4169320<br />

(State or Other Jurisdiction of<br />

Incorporation or Organization)<br />

(IRS Employer<br />

Identification No.)<br />

1901 South Meyers Road, Suite 210<br />

Oakbrook Terrace, Illinois 60181<br />

(Address of Principal Executive Offices)(Zip Code)<br />

Registrant’s telephone number, including area code:<br />

(630) 932-8844<br />

Securities registered pursuant to Section 12(b) of the Act:<br />

Title of each class Name of exchange on which registered<br />

Common Stock, par value $.001 per share NASDAQ Capital Market<br />

Securities registered pursuant to Section 12(g) of the Act:<br />

None<br />

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities<br />

Act. Yes No X<br />

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the<br />

act. Yes No X<br />

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the<br />

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to<br />

file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No<br />

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,<br />

every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this<br />

chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such<br />

files). Yes No<br />

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,<br />

and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by<br />

reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]<br />

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a<br />

smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in<br />

Rule 12b-2 of the Exchange Act.<br />

Large accelerated filer Accelerated filer X Non-accelerated filer Smaller reporting company<br />

(do not check if smaller reporting company)<br />

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange<br />

Act). Yes No X<br />

As of June 30, <strong>2009</strong>, the aggregate market value of voting and non-voting common equity (based upon the last sale price<br />

of the common stock as reported on the Nasdaq Capital Market on June 30, <strong>2009</strong>) held by non-affiliates of the registrant was<br />

$206,092,453 at $7.31 per share.<br />

As of February 28, 2010, there were 37,626,293 shares of common stock outstanding.<br />

DOCUMENTS INCORPORATED BY REFERENCE<br />

Certain sections of the registrant’s Notice of <strong>Annual</strong> Meeting of Stockholders and Proxy Statement for its 2010 <strong>Annual</strong><br />

Meeting of Stockholders are incorporated by reference into Part III of this report.

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