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) November 21, 1997
---------------------
V-ONE CORPORATION
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Commission File No. 0-21511
-------
DELAWARE 52-1953278
- - ----------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
- - ---------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(301) 515-5200
--------------
- - --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
- - --------------------------------------------------------------------------------
<PAGE>
Item 5. Other Events.
Effective November 21, 1997, V-ONE Corporation ("V-ONE") retained David D.
Dawson to serve as its President and Chief Executive Officer. This position was
previously held by James F. Chen, founder of V-ONE, who will continue in his
role as Chairman. For further information regarding Mr. Dawson, see the press
release included as Exhibit 99.1 to this Form 8-K.
On November 7, 1997, H.H. Cheng resigned as a director of V-ONE. Mr.
Cheng's letter of resignation is included as Exhibit 99.2 to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated December 2, 1997.
99.2 Letter of Resignation of H.H. Cheng dated November 7, 1997.
<PAGE>
SIGNATURES
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 thereunto duly authorized.
Dated: December 2, 1997
V-ONE CORPORATION
By: /s/ Charles B. Griffis
----------------------------
Name: Charles B. Griffis
Title: Senior Vice President, Chief
Financial Officer and Treasurer
V-ONE CORPORATION
20250 CENTURY BOULEVARD
SUITE 300
GERMANTOWN, MD 20874
(NASDAQ: VONE)
AT THE COMPANY AT FINANCIAL RELATIONS BOARD
- - -------------- ----------------------------
Charles Griffis Paul Henning -- General Info (212) 661-8030
SVP, CFO and Treasurer Carolynne O'Grady -- Analyst (212) 661-8030
(301) 515-5243 Martin Gitlin -- Media (212) 661-8030
AT MILLER SHANDWICK
- - -------------------
Mary Carlisle
(415) 962-9550
FOR IMMEDIATE RELEASE
- - ----------------------
December 2, 1997
V-ONE CORPORATION NAMES DAVID D. DAWSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ASCEND COMMUNICATIONS EXECUTIVE WITH 25 YEARS OF
DATA COMMUNICATIONS AND NETWORK EXPERIENCE
GERMANTOWN, MD, DECEMBER 2, 1997 -- V-ONE Corporation (Nasdaq: VONE), a provider
of complete security solutions for use over public and private networks, today
announced the appointment of David D. Dawson as President and Chief Executive
Officer of the Company. The position was previously held by James F. Chen,
founder of V-ONE, who will continue in his role as Chairman, concentrating on
research and development projects to enhance and expand the Company's strong
portfolio of premier security products.
Mr. Dawson, 50, has over twenty-five years experience in the data communications
and networking field, with most recent concentration and emphasis on the
broadening market of network security. In 1994 he was named Chief Operating
Officer at Morning Star Technologies, a privately-held firewall and
communications company. In this role, he streamlined the product offerings,
reorganized the sales and marketing organization, and established the focus of
the Company on responsiveness to the business needs of its customers. He was
promoted to Chief Executive Officer in 1996. During his two years at Morning
Star, annual revenues rose from $1.2 million to over $8 million.
<PAGE>
V-ONE Corporation
Page 2
In March 1996, he negotiated the successful merger of Morning Star with Ascend
Communications Inc. (Nasdaq: ASND), a provider of a wide area network solutions
for telecommunications carriers, Internet service providers and corporate
customers worldwide. Since that time, he has been General Manager for the
Network Security Division of Ascend, responsible for strategy, product
development, marketing and business relationships.
James F. Chen, Founder and Chairman of the Board V-ONE stated, "Dave Dawson fit
perfectly the criteria we set in our search for the individual to lead V-ONE as
the market for network security solutions grows and evolves, demonstrating
throughout his career the ability to understand the appropriate requirements for
transforming technology to strong product sets for real business solutions.
Dave has my total support and confidence to lead the next phase of our growth,
putting in place the strategy and operational tactics to position V-ONE and its
SmartGate(TM) technology as the solution of choice for secure mission critical
network business applications."
Dave Dawson commented, "The opportunity to lead the Company with the most
advanced and complete suite of network security products was one I could not
pass up. Only V-ONE provides the total security solutions that large
multi-national business enterprises require."
Prior to his tenure at Morning Star, Mr. Dawson was Vice President of
Development for Net Express Systems from 1992-1994, and Vice President of
Engineering for Emtek Healthcare Systems from 1990-1992.
Previously, Mr. Dawson spent ten years at IBM Corporation (NYSE: IBM), where he
had profit and loss responsibility for several key IBM products, and contributed
to the architecture and development for the AIX operating system.
Mr. Dawson served in the U.S. Army, achieving the rank of Major. He is a
graduate of the United States Military Academy at West Point, with a Bachelor of
Science in Electrical Engineering. He holds Masters degrees in operations
research from the Air Force Institute of Technology in Dayton, Ohio, and in
computer science from Fairleigh Dickinson University, Teaneck, New Jersey.
Providing top-rated security products since 1993, V-ONE Corporation develops and
licenses SmartGate, a patented, award-winning client/server product that is the
foundation of V-ONE's products. Major financial institutions, government
agencies, and large health care organizations use SmartGate for its integrated
authentication, encryption and access control options. SmartGate tightly manages
controlled users accessing sensitive data without changing an organization's
existing firewalls, applications, legacy systems, or network architecture.
SmartGate also allows varying degrees of trust to be established in a network,
ensuring that different levels of access are permitted for different groups of
<PAGE>
V-ONE Corporation
Page 2
users. In May, SmartGate won a Best of Show award at Networld+Interop 97 in Las
Vegas for network server software. V-ONE is headquartered in Germantown, MD.
Product and security information, white papers and the company's latest news
releases may be accessed via V-ONE's World Wide Web site at
http://www.v-one.com.
To receive V-ONE's latest news and other corporate developments via fax at no
cost, please call 1-800-PRO-INFO. Use company code VONE. Or visit The Financial
Relations Board's web site at http://www.frbinc.com.
THIS RELEASE, OTHER THAN HISTORICAL FINANCIAL INFORMATION, MAY CONSIST OF
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THESE
STATEMENTS MAY DIFFER IN A MATERIAL WAY FROM ACTUAL FUTURE EVENTS. FOR INSTANCE,
FACTORS WHICH COULD CAUSE RESULTS TO DIFFER FROM FUTURE EVENTS INCLUDE RAPID
RATES OF TECHNOLOGICAL CHANGE AND INTENSE COMPETITION, AMONG OTHERS. READERS ARE
ALSO REFERRED TO THE DOCUMENTS FILED BY V-ONE CORPORATION WITH THE SEC,
SPECIFICALLY THE COMPANY'S REGISTRATION STATEMENT AS FILED ON FORM S-1 AND THE
LAST REPORT ON FORM 10-K WHICH IDENTIFY IMPORTANT RISK FACTORS FOR THE COMPANY.
_____________________SCIENTEK CORPORATION_______________________________________
November 07, 1997
James F. Chen
Chairman
Board of V-ONE Corporation 20250 Century Blvd, Suite 300 Germantown, MD 20874
U.S.A.
Dear James,
This is to inform you that I wish to resign from my position as Board Director
of V-ONE Corporation with immediate effect.
It has been a great pleasure to be able to work with you and other board members
during the past 2 years. If you are looking for candidate to fill in my place, I
would recommend that you contact Mr. Mike Ho.
Wish you and V-ONE a big success in the coming years.
Keep in touch.
Best Regards,
/s/ H.H. Cheng
H.H. Cheng
CC: - Mr. Charles Chen
- General William Odom
- Mr. Harry Gruner
