As filed with the Securities and Exchange Commission on May 18, 1998
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
V-ONE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 52-1953278
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20250 Century Boulevard
Suite 300
Germantown, Maryland 20874
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(Address of principal executive offices) (zip code)
V-ONE Corporation 1998 Incentive Stock Plan
Warrant to Subscribe for 300,000 Shares of Common Stock
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(Full title of plan)
Charles B. Griffis
V-ONE Corporation
20250 Century Boulevard, Suite 300
Germantown, Maryland 20874
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(Name and address of agent for service)
(301) 515-5200
---------------------------------------
(Telephone number of agent for service)
Copy to:
Cary J. Meer, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------
==========================================================================================
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to price per offering registration
to be registered be registered share price fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par 2,500,000 shares $3.438(2) $8,595,000(2) $2,535.53
value $.001 per share(1)
Common stock, par 300,000 shares $3.125(4) $ 937,500 $ 276.56
value $.001 per share (3)
- -------------------------------------------------------------------------------------------
Total 2,800,000 shares $2,812.09
===========================================================================================
</TABLE>
_____________________________
(1) Represents 2,500,000 shares of V-ONE Corporation Common Stock, $.001 par
value per share ("Common Stock"), issuable pursuant to awards to be
granted under the 1998 Incentive Stock Plan ("1998 Plan").
(2) Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the average
of the high and low sales prices for the Registrant's Common Stock
reported on the Nasdaq National Market on May 11, 1998.
(3) Represents 300,000 shares of Common Stock issuable on exercise of a
warrant granted to David D. Dawson ("Warrant"). The exercise price of the
Warrant is $3.125 per share.
(4) As the subscription price of the shares granted under the Warrant has
already been determined, the maximum offering price per share and the
maximum aggregate offering price are calculated based on the subscription
price of the shares in accordance with Rule 457(h).
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by V-ONE Corporation (the "Company") are
incorporated by reference into this Registration Statement:
(a) The Company's Form 10-K for the fiscal year ended December 31, 1997;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), since December 31, 1997; and
(c) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A (Registration No. 0-21511).
All documents subsequently filed by the Company with the Securities and
Exchange Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement, but prior to
the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered by this Registration Statement have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement. Each
document incorporated by reference into this Registration Statement shall be
deemed to be a part of this Registration Statement from the date of the filing
of such document with the SEC until the information contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this Registration Statement or by any document that constitutes
part of the prospectus relating to the 1998 Plan or the Warrant that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended
("Securities Act").
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Ninth of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall indemnify, to the fullest extent
now or hereafter permitted by law, each director, officer, employee or agent
(including each former director, officer, employee or agent) of the Company who
was or is made party to or a witness in or is threatened to be made a party to
or a witness in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
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<PAGE>
that he is or was an authorized representative of the Company, against all
expenses (including attorneys' fees and disbursements), judgments, fines
(including excise taxes and penalties) and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding.
Article VI, Section 6.1 of the Company's Amended and Restated Bylaws
provides that each person who was or is made a party to or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that such person is or was a director,
officer, agent or employee of the Company, shall be indemnified and held
harmless by the Company to the fullest extent authorized by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be
amended, against any expenses (including attorneys fees), judgements, fines and
amounts paid in settlement, actually and reasonably incurred by such person in
connection therewith. Notwithstanding the foregoing, no director shall be
indemnified or held harmless in violation of the provisions of the Company's
Amended and Restated Certificate of Incorporation; and no director, officer,
agent or employee shall be indemnified or held harmless by the Company unless:
(i) In the case of conduct in his/her official capacity with the
Company, he/she acted in good faith and in a manner he/she reasonably believed
to be in the best interests of the Company;
(ii) In all other cases, his/her conduct was at least not opposed to the
best interests of the Company or in violation of the Amended and Restated
Certificate of Incorporation, Bylaws or any agreement entered into by the
Company; and
(iii) In the case of any criminal proceeding, he/she had no reasonable
cause to believe that his/her conduct was unlawful.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, in any criminal proceeding, if such person had
no reasonable cause to believe his conduct was unlawful; provided that, in the
case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following are filed herewith as part of this Registration Statement:
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<PAGE>
EXHIBIT NO. EXHIBIT
----------- -------
5.1 Opinion of Kirkpatrick & Lockhart LLP as to the legality of
the securities being registered
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 The consent of Kirkpatrick & Lockhart LLP to the use of their
opinion as an exhibit to this Registration Statement is
included in their opinion filed herewith as Exhibit 5.1
24 Power of Attorney (see page 7)
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
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<PAGE>
(2) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Germantown, State of Maryland, on this 14th day of
May, 1998.
V-ONE CORPORATION
By: /s/ David D. Dawson
-------------------------------------
David D. Dawson
President and
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James F. Chen, Charles B. Griffis or
David D. Dawson his attorney-in-fact, with power of substitution, for him in any
and all capacities, to sign any amendments to this Registration Statement on
Form S-8, and to file same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ James F. Chen Director and Chairman of the May 14, 1998
- --------------------------- Board
James F. Chen
/s/ David D. Dawson President, Chief Executive May 14, 1998
- --------------------------- Officer and Director
David D. Dawson (Principal Executive Officer)
/s/ Charles B. Griffis Senior Vice President, Chief May 14, 1998
- --------------------------- Financial Officer and
Charles B. Giffis Treasurer
(Principal Financial Officer)
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<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Mark R. Fields Controller May 14, 1998
- --------------------------- (Principal Accounting Officer)
Mark R. Fields
/s/ Charles C. Chen Director May 14, 1998
- ---------------------------
Charles C. Chen
/s/ Harry S. Gruner Director May 14, 1998
- ---------------------------
Harry S. Gruner
/s/ William E. Odom Director May 14, 1998
- ---------------------------
William E. Odom
-8-
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit No. Description
- ----------- ------------
5.1 Opinion of Kirkpatrick & Lockhart LLP as to the legality of
the securities being registered
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 The consent of Kirkpatrick & Lockhart LLP to the use of
their opinion as an exhibit to this Registration Statement
is included in their opinion filed herewith as Exhibit 5.1
24 Power of Attorney (see page 7)
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
May 18, 1998
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
Re: V-ONE Corporation
Registration Statement on Form S-8
-----------------------------------
Ladies/Gentlemen:
We have acted as counsel to V-ONE Corporation, a Delaware corporation
("Corporation"), in connection with the preparation and filing of the
above-captioned Registration Statement on Form S-8 ("Registration Statement")
under the Securities Act of 1933, as amended, covering 2,500,000 shares of
common stock, $0.001 par value per share ("Common Stock"), of the Corporation
issuable pursuant to the Corporation's 1998 Incentive Stock Plan ("1998 Plan")
and 300,000 shares of Common Stock issued on exercise of a warrant given to
David D. Dawson, on November 21, 1997 ("Warrant").
We have examined copies of the Registration Statement, the Prospectus
forming a part thereof, the Certificate of Incorporation and By-Laws of the
Corporation, each as amended to date, the minutes of various meetings and
unanimous written consents of the Board of Directors and the shareholders of the
Corporation, and original, reproduced or certified copies of such records of the
Corporation and such agreements, certificates of public officials, certificates
of officers and representatives of the Corporation and others, and such other
documents, papers, statutes and authorities as we deem necessary to form the
basis of the opinions hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the conformity to original
documents of all documents supplied to us as copies. As to various questions of
fact material to such opinions, we have relied upon statements and certificates
of officers and representatives of the Corporation and others.
<PAGE>
V-ONE Corporation
May 18, 1998
Page 2
Based on the foregoing, we are of the opinion that the 2,500,000 shares of
Common Stock issuable pursuant to the 1998 Plan, when issued in accordance with
the terms of the 1998 Plan, and the 300,000 shares of Common Stock, when issued
in accordance with the terms of the Warrant, will be duly and validly issued by
the Corporation, fully paid and non-assessable.
We hereby consent to your filing a copy of this Opinion as an exhibit to
said Registration Statement.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
--------------------------------------
KIRKPATRICK & LOCKHART LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
V-ONE Corporation on Form S-8 (File No. 333- ) of our report dated March 13,
1998, on our audits of the financial statements of V-ONE Corporation as of
December 31, 1996 and 1997 and for each of the three fiscal years in the period
ended December 31, 1997, which report appears on Page 37 of the V-ONE
Corporation 1997 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
-----------------------------------
McLean, Virginia
May 15, 1998
