<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
V-ONE Corporation
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-1953287
------------------------ ------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1803 Research Boulevard
Rockville, Maryland 20850
------------------------ ------------------
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None
--------------------------- ------------------------------
--------------------------- ------------------------------
--------------------------- ------------------------------
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General Instruction
A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check the following box.
[ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
--------------------------------------------------------------------------
(Title of class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Securities to be Registered.
-------------------------------------------
This item is incorporated herein by reference to the section
entitled "Description of Capital Stock" in the Registrant's Prospectus,
which forms a part of its Registration Statement on Form S-1 (Commission
File No. 333-06535) originally filed with the Securities and Exchange
Commission on June 21, 1996, as such Prospectus and Registration Statement
may be amended from time to time (the "Registration Statement").
Item 2. Exhibits.
--------
The securities described herein are to be registered on the
Nasdaq Stock Market's National Market ("Nasdaq"). Accordingly, the
following exhibits required in accordance with Part II to the Instructions
as to Exhibits on Form 8-A, have been duly filed with Nasdaq:
1. The Registration Statement.
2. Amended and Restated Certificate of Incorporation as of
July 2, 1996 (Incorporated herein by reference to Exhibit
3.1 to the Registrant's Pre-Effective Amendment No. 1 to
its Registration Statement on Form S-1 (Commission File
No. 333-06535) filed with the Securities and Exchange
Commission on July 19, 1996).
3. Amended and Restated Bylaws as of June 28, 1996
(Incorporated herein by reference to Exhibit 3.2 to the
Registrant's Pre-Effective Amendment No. 1 to its
Registration Statement on Form S-1 (Commission File No.
333-06535) filed with the Securities and Exchange
Commission on July 19, 1996).
4. Certificate of Amendment to Certificate of Designations,
Preferences and Rights of Series A Preferred Stock dated
September 9, 1996 (Incorporated herein by reference to
Exhibit 3.6 to the Registrant's Pre-Effective Amendment
No. 3 to its Registration Statement on Form S-1
(Commission File No. 333-06535) filed with the Securities
and Exchange Commission on September 17, 1996).
The following exhibit required in accordance with Part II to the
Instructions as to Exhibits on Form 8-A, will be duly filed with Nasdaq as
soon as such exhibit is made available to the Company:
5. Specimen of Registrant's Common Stock Certificate.
- 2 -
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
V-ONE CORPORATION
Date: October 9, 1996 By: /s/ James F. Chen
-----------------------
James F. Chen
President and Chief
Executive Officer
<PAGE>
