CUSIP No. 918278-10-2 Page 1 of 11
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)
James F. Chen
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 11
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Chen Family Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x)
(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
South Dakota
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY EACH
REPORTING
PERSON WITH 8 SHARED VOTING POWER
600,000
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
600,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
14 TYPE OF REPORTING PERSON
PN
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CUSIP No. 918278-10-2 Page 3 of 11
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James F. Chen
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x)
(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
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,831,052*
OWNED BY EACH
REPORTING
PERSON WITH 8 SHARED VOTING POWER
600,000**
9 SOLE DISPOSITIVE POWER
3,831,052*
10 SHARED DISPOSITIVE POWER
600,000**
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CUSIP No. 918278-10-2 Page 4 of 11
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,431,052
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.2%
14 TYPE OF REPORTING PERSON
IN
* Does not include 71,110 shares of Common Stock registered in the name of
Mary S. Chen, Mr. Chen's wife, as trustee of a trust for the benefit of Mr.
and Mrs. Chen's children, of which Mr. Chen disclaims beneficial ownership.
** Represents 600,000 shares of Common Stock owned by The Chen Family Limited
Partnership, of which Mr. and Mrs. Chen hold a majority interest.
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CUSIP No. 918278-10-2 Page 5 of 11
Statement on Schedule 13D
This statement on Schedule 13D ("Schedule 13D") is the initial
Statement on Schedule 13D of James F. Chen and The Chen Family Limited
Partnership filed with respect to the beneficial ownership by such
persons 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 James F.
Chen and The Chen Family Limited Partnership.
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 jointly by James
F. Chen and The Chen Family Limited Partnership.
(a) James F. Chen is the founder, President, Chief Executive Officer,
and director of V-ONE Corporation. He is a citizen of the United
States. His principal business address is 1803 Research
Boulevard, Suite 305, Rockville, Maryland 20850.
(b) The Chen Family Limited Partnership ("Partnership") is a limited
partnership organized under the laws of the State of South Dakota
and was established in order to provide certain investment
opportunities for its partners. The sole general partner of the
Partnership is JFMC, Inc., a Maryland Corporation. Mr. Chen and
Mary S. Chen, his wife, jointly own all of the outstanding
capital stock of JFMC, Inc. Mr. and Mrs. Chen are the sole
shareholders of JFMC, Inc. Mr. Chen is the President and Chief
Executive Officer, and Mrs. Chen is the Treasurer and Secretary,
of JFMC, Inc. The principal place of business and the location of
the principal office of the Partnership is 9924 Hall Road,
Potomac, Maryland 20854.
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CUSIP No. 918278-10-2 Page 6 of 11
During the past five years, none of the foregoing parties has (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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In consideration for $10,000 paid by Mr. Chen to the Issuer on
December 31, 1993, the Issuer issued 850,000 shares of Common Stock to
Mr. Chen on February 21, 1994. As a result of a 10-for-1 stock split and
a subsequent 2-for-3 reverse stock split of the Issuer's Common Stock, as
well as several issuances by Mr. Chen to individuals and the Issuer, Mr.
Chen currently owns beneficially 3,831,052 shares of Common Stock. The
Partnership beneficially owns 600,000 shares of Common Stock, which were
transferred to the Partnership by Mr. and Mrs. Chen. Mr. Chen disclaims
beneficial ownership of 71,110 shares of Common Stock that are registered
in the name of Mrs. Chen as trustee of a trust for the benefit of Mr. and
Mrs. Chen's children.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisitions of Common Stock by James F. Chen were made in
connection with the initial capitalization of the Issuer. Mr. and Mrs.
Chen transferred 600,000 shares to the Partnership for estate planning
purposes. Except as noted below, neither James F. Chen nor the
Partnership has any 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 7 of 11
(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.
In addition, the filing persons reserve the right to adopt such plans and
proposals subject to applicable regulatory requirements, if any; and to
transfer securities of the Issuer directly and/or sell securities of the
Issuer in the open market.
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CUSIP No. 918278-10-2 Page 8 of 11
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. James F. Chen currently owns beneficially
3,831,052 shares of the Issuer's Common Stock, representing 30.2% of the
outstanding Common Stock. The Partnership directly owns 600,000 shares of Common
Stock of the Issuer, representing 4.7% of the outstanding Common Stock.
(b) Mr. Chen has sole voting power over the 3,831,052 shares held by
him.
JFMC, Inc., the general partner of the Partnership, has sole
voting and dispositive power over the 600,000 shares that the Partnership owns
directly. Mr. and Mrs. Chen jointly own all of the outstanding capital stock of
JFMC, Inc.
(c) Except as set forth below, neither James F. Chen nor the
Partnership had effected any transaction involving the Issuer's Common Stock
during the 60 days prior to the date of this Statement.
In June 1996, the Issuer borrowed $1,500,000 from JMI Equity Fund II,
L.P. ("JMI") pursuant to the issuance of an unsecured 8% senior subordinated
note ("JMI Note") from the Issuer to JMI. The principal amount of the JMI Note
was $1,500,000, due at the earlier of consummation of the Offering or June 18,
2000, with detachable warrants to purchase 386,665 shares of Common Stock. Mr.
Chen contributed an additional 13,333 shares of Common Stock to the Issuer,
which the Issuer subsequently issued in partial satisfaction of the warrants
issued to JMI.
Also, in December 1995 and January 1996, the Issuer borrowed $2.5
million through the sale of 7% interest bearing, unsecured promissory notes
("Notes"). In April and May 1996, the Issuer exchanged all of the Notes for
shares of the Issuer's Series A Convertible Preferred Stock ("Series A Stock").
Pursuant to the terms of the Series A Stock, upon consummation of the Offering
at a price of $5.00 per share, the Series A Stock automatically converted into
1.20 shares of Common Stock. Mr. Chen transferred 52,885 shares of Common Stock
to the Issuer, which the Issuer subsequently issued in proportionate amounts to
the former noteholders.
(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 proceeds from the sale of, the securities of the Issuer that are
owned beneficially by the reporting persons.
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CUSIP No. 918278-10-2 Page 9 of 11
(e) Item 5(e) is not applicable to this Statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On May 15, 1995, Scientek Corporation, through Hai Hua Cheng, a director of
the Issuer, and C.C. Tsai, invested $500,000 in the Issuer in consideration for
ownership of 15% of the Issuer's outstanding Common Stock after giving effect to
this issuance. As further consideration for this investment, the Issuer issued
56,000 shares of Common Stock to a voting trust ("Voting Trust") for the benefit
of Mr. Cheng, the majority owner of Scientek Corporation. Mr. Chen served as
voting trustee for this trust under a Voting Trust Agreement dated January 1,
1996.
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) Joint Filing Agreement dated as of May 15, 1997.
(b) 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.
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CUSIP No. 918278-10-2 Page 10 of 11
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: May 15, 1997
JAMES F. CHEN
By: /s/ James F. Chen
-------------------------------
James F. Chen
THE CHEN FAMILY LIMITED PARTNERSHIP
By: JFMC, Inc., its General Partner
By: /s/ James F. Chen
-------------------------------
James F. Chen, Chairman
Chief Executive Officer
and President
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CUSIP No. 918278-10-2 Page 11 of 11
Exhibit (a)
JOINT FILING AGREEMENT
The undersigned each agree that (i) the Statement on Schedule 13D
relating to the Common Stock, $0.001 par value, of V-ONE Corporation is
adopted and filed on behalf of each of them, (ii) all future amendments
to such Statement on Schedule 13D will, unless written notice to the
contrary is delivered as described below, be jointly filed on behalf of
each of them, and (iii) the provisions of Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934 apply to each of them. This Agreement may
be terminated with respect to the obligation to jointly file future
amendments to such Statement on Schedule 13D as to any of the undersigned
upon such person giving written notice thereof to each of the other
persons signatory hereto, at the principal office thereof.
EXECUTED as of May 15, 1997.
JAMES F. CHEN
By: /s/ James F. Chen
-------------------------------
James F. Chen
THE CHEN FAMILY LIMITED PARTNERSHIP
By: JFMC, Inc., its General Partner
By: /s/ James F. Chen
-------------------------------
James F. Chen, Chairman
Chief Executive Officer
and President
