CUSIP No. 918278-10-2 Page 1 of 7
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._______)*
V-ONE CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
918278-10-2
(CUSIP Number)
Charles B. Griffis
1803 Research Blvd., Suite 305
Rockville, MD 20850
(301) 838-8900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a person's initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act(however, see the Notes).
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CUSIP No. 918278-10-2 Page 2 of 7
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hai Hua Cheng
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of China - Taiwan
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,669,139
OWNED BY EACH
REPORTING
PERSON WITH 8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
1,669,139
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,669,139
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 918278-10-2 Page 3 of 7
Statement on Schedule 13D
This statement on Schedule 13D ("Schedule 13D") is the initial
Statement on Schedule 13D of Hai Hua Cheng filed with respect to the
beneficial ownership by such person of shares of common stock, $0.001 par
value per share ("Common Stock"), of V-ONE Corporation, a Delaware
corporation ("Issuer").
To the extent that any information is provided herein with respect to
the Issuer, such information is provided to the knowledge of Hai Hua
Cheng.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of the Common Stock, $0.001 par
value per share, of V-ONE Corporation, a Delaware corporation. The
address of the Issuer's principal executive offices is 1803 Research
Boulevard, Suite 305, Rockville, Maryland 20850.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Hai Hua Cheng.
(a) Hai Hua Cheng is a director of V-ONE Corporation. Mr. Cheng is
the majority owner, Vice President and a director of Scientek
Corporation. He is a citizen of the Republic of China - Taiwan.
His principal business address is 4F, No. 2, Lane 47, Nan Kang
Road, Sec. 3, Taipei, Taiwan, R.O.C.
During the past five years, Mr. Cheng has not (a) been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violations
with respect to such laws.
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CUSIP No. 918278-10-2 Page 4 of 7
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 15, 1995, Scientek Corporation ("Scientek"), through Hai Hua
Cheng, a director of the Issuer, C.C. Tsai and Wen-Dar Wu, invested
$500,000 in the Issuer in consideration for ownership of 15% of the
Issuer's outstanding Common Stock. Scientek, Mr. Tsai and Mr. Wu
subsequently agreed to transfer the above shares to Mr. Cheng. In
addition, on May 26, 1995, Mr. Cheng purchased 133,333 shares of Common
Stock from Ray Hanner, an individual shareholder of the Issuer.
On June 1, 1995, the Issuer borrowed $330,000 from Scientek and issued
a promissory note, bearing no interest, due June 1, 1996. The note was
assigned to Mr. Cheng by Scientek. The terms of the note provide that, as
further consideration for the loan, the Issuer would issue 153,333 shares
of Common Stock to Scientek immediately after repayment of the loan. On
May 17, 1996, Mr. Cheng executed an agreement extending the term of the
note to May 31, 1997. On June 12, 1996, in consideration for Mr. Cheng's
agreement not to demand payment of the note until May 31, 1997, the
Issuer's Board of Directors authorized the Issuer to offer Mr. Cheng the
option to receive Common Stock based on a $4.50 per share conversion
price in lieu of cash in payment of the note. The Board reserves and
authorized the issuance of 73,333 shares of Common Stock for this
purpose. On June 28, 1996, the Issuer repaid the loan made by Mr. Cheng
by issuing 226,666 shares of Common Stock to Mr. Cheng in full payment of
the note, including the 153,333 shares of Common Stock described above.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisitions of Common Stock by Hai Hua Cheng were made to provide
early stage financing for the Issuer. Except as noted below, Mr. Cheng
has no present plans or proposals that relate to or would result in or
cause:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
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CUSIP No. 918278-10-2 Page 5 of 7
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) a class of securities of the Issuer being de-listed from a
national securities exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered
national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1933; or
(j) any action similar to any of those enumerated above.
Mr. Cheng intends to transfer 500,000 shares of Common Stock to Wen-Dar
Wu and an additional 500,000 shares of Common Stock to Chung-Che Tsai.
In addition, the filing person reserves the right to adopt any of the
plans and proposals listed in (a) - (j) above, subject to applicable
regulatory requirements, if any; and to make additional transfers of the
securities of the Issuer directly and/or sales of the securities of the
Issuer in the open market.
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CUSIP No. 918278-10-2 Page 6 of 7
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to the Issuer, there were 12,803,045 shares of Common
Stock outstanding as of May 12, 1997. Hai Hua Cheng currently owns
beneficially 1,669,139 shares of the Issuer's Common Stock, representing
13.0% of the outstanding Common Stock.
(b) Mr. Cheng has sole voting power over the 1,669,139 shares held by
him.
(c) Mr. Cheng has not effected any transaction involving the Issuer's
Common Stock during the 60 days prior to the date of this Statement.
(d) Except as set forth in this Statement, no other person is known to
have the right to receive or the power to direct the receipt of dividends
from, or the proceeeds from the sale of, the securities of the Issuer
that are owned beneficially by the reporting person.
(e) Item 5(e) is not applicable to this Statement.
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CUSIP No. 918278-10-2 Page 7 of 7
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As further consideration for Mr. Cheng's loans to the Issuer
(described in Item 3 above), the Issuer issued a total of 132,666 shares
of Common Stock to a voting trust ("Voting Trust") for the benefit of Mr.
Cheng.
The Voting Trust terminated upon consummation of the Issuer's initial
public offering ("Offering") on October 29, 1996 and all 132,666 of the
Voting Trust shares were transferred directly to Mr. Cheng.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Voting Trust Agreement between Hai Hua Cheng and James F. Chen,
Trustee, dated as of January 6, 1996, is incorporated herein by
reference to Exhibit 9.1 of V-ONE Corporation's Registration
Statement on Form S-1 (File No. 333-06535) as filed with the
Securities and Exchange Commission on June 21, 1996.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 18, 1997
HAI HUA CHENG
By: /s/ Hai Hua Cheng
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Hai Hua Cheng
