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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) May 14, 1998
V-ONE CORPORATION
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(Exact name of registrant as specified in its charter)
Commission File No. 0-21511
Delaware 52-1953278
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(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(301) 515-5200
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
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On May 14, 1998, V-ONE Corporation, a Delaware corporation ("Company"),
held its 1998 annual meeting of shareholders ("Annual Meeting"). Shareholder
approval was sought on the following proposals with the results indicated:
1. Charles C. Chen and David D. Dawson were elected as directors of the
Company, with terms expiring at the 2001 annual meeting, or until their
successors have been elected and qualified, with the indicated votes:
For Withheld Abstain
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Charles C. Chen 10,826,662 45,675 669,139
David D. Dawson 10,763,809 108,528 669,139
The directors whose terms of office continued after the Annual Meeting
are James F. Chen, Harry S. Gruner and William E. Odom.
There were no broker non-votes with respect to the election of
directors.
2. The V-ONE Corporation 1998 Incentive Stock Plan was ratified, with
7,236,691 shares of Common Stock voted for the proposal, 269,362 shares of
Common Stock voted against the proposal, and 927,179 shares of Common Stock
abstaining. There were 3,209,939 shares of Common Stock subject to broker
non-votes.
3. The issuance of (a) shares of the Company's Series A Convertible
Preferred Stock ("Series A Stock") to Advantage Fund II Ltd. ("Advantage"), (b)
warrants ("Consultant Warrants") to purchase Common Stock of the Company, issued
to Wharton Capital Partners Ltd. ("Wharton") and other persons pursuant to the
Company's engagement letter with Wharton dated October 22, 1997 ("Engagement
Letter"), and (c) the shares of the Company's Common Stock issuable in
connection with the Series A Stock, the warrants issuable on conversion of the
Series A Stock and the Consultant Warrants, was not ratified pursuant to Nasdaq
Rule 4460(i) with 1,885,948 shares of Common Stock voted for the proposal,
5,688,455 shares of Common Stock voted against the proposal, and 858,829 shares
of Common Stock abstaining. There were 3,209,939 shares of Common Stock subject
to broker non-votes.
4. The issuance pursuant to the terms of the Commitment Letter dated
December 8, 1997 between the Company and Advantage of (a) shares of a new series
of the Company's preferred stock ("New Preferred Stock") to Advantage, (b)
warrants ("New Warrants") to purchase Common Stock of the Company to be issued
to Wharton and other persons pursuant to the Engagement Letter and (c) the
shares of the Company's Common Stock issuable in connection with the New
Preferred Stock, the warrants issuable on conversion of the New Preferred Stock
and the New Warrants, was not approved pursuant to Nasdaq Rule 4460(i) with
1,887,948 shares of Common Stock voted for the proposal, 5,686,905 shares of
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Common Stock voted against the proposal and 858,379 shares abstaining. There
were 3,209,939 shares of Common Stock subject to broker non-votes.
5. The appointment of Coopers & Lybrand L.L.P., independent public
accountants, as the auditors of the Company for the year ending December 31,
1998, was ratified with 10,401,101 shares of Common Stock voted for the
proposal, 206,146 shares of Common Stock voted against the proposal, and 934,229
shares of Common Stock abstaining. There were no broker non-votes with respect
to this proposal.
The following documents relating to the transactions described in items
3 and 4 above were included as exhibits to the Company's Form 8-K, as filed with
the Securities and Exchange Commission on December 15, 1997:
1. Certificate of Designations of Series A Convertible Preferred
Stock;
2. Subscription Agreement dated as of December 3, 1997 between
V-ONE Corporation and Advantage Fund II Ltd.;
3. Registration Rights Agreement dated as of December 3, 1997
between V-ONE Corporation and Advantage Fund II Ltd.;
4. Commitment Letter dated December 8, 1997 between V-ONE
Corporation and Advantage Fund II Ltd.;
5. Registration Rights Agreement dated as of December 8, 1997
between V-ONE Corporation and Wharton Capital Partners, Ltd.;
6. Warrant to purchase 60,000 shares of Common Stock issued on
December 8, 1997 by V-ONE Corporation to Wharton Capital
Partners, Ltd.; and
7. Letter agreement between V-ONE Corporation and Wharton Capital
Partners, Ltd. dated October 22, 1997.
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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: May 14, 1998
V-ONE CORPORATION
By: /s/ Charles B. Griffis
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Name: Charles B. Griffis
Title: Senior Vice President and Chief
Financial Officer
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