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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) November 4, 1998
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V-ONE CORPORATION
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(Exact name of registrant as specified in its charter)
Commission File No. 0-21511
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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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<PAGE>
Item 5. Other Events.
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On Wednesday November 4, 1998, V-One Corporation released its financial
results for the third quarter ending September 30, 1998. The press release is
included as Exhibit 99.1 hereto and incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of Third Quarter Results dated November 4, 1998.
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<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: November 9, 1998
V-ONE CORPORATION
By: /s/ Charles B. Griffis
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Name: Charles B. Griffis
Title: Senior Vice President, Chief Financial
Officer and Treasurer
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<PAGE>
Exhibit Index
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1. Press Release of Third Quarter Results dated November 4, 1998.
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Exhibit 99.1
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, MD 20874
(Nasdaq: VONE)
AT THE COMPANY AT FINANCIAL RELATIONS BOARD
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Charles Griffis Paul Henning -- General Info (212) 661-8030
SVP, CFO and Treasurer Martin Gitlin -- Media (212) 661-8030
(301) 515-5243
FOR IMMEDIATE RELEASE
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November 4, 1998
V-ONE CORPORATION REPORTS THIRD QUARTER RESULTS
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GERMANTOWN, MD, November 4, 1998 -- V-ONE Corporation (Nasdaq: VONE) today
announced revenues for the third quarter ended September 30, 1998 of $2.4
million, down 13 percent from revenues of $2.8 million reported for the same
period in 1997. The net loss for the third quarter of 1998 was $1.4 million or
$(0.10) per share, compared to a net loss of $0.4 million or $(0.03) per share
for the third quarter in 1997.
Revenues for the nine months ended September 30, 1998 were $8.3 million, a 14
percent increase over revenues of $7.3 million for the same period in 1997. The
net loss for the nine months ended September 30, 1998 was $3.2 million or
$(0.24) per share compared to a net loss of $4.5 million or $(0.35) per share
for the same period in 1997.
After providing for a preferred stock dividend and for a deemed dividend, the
net loss attributable to common stockholders was $1.5 million, or $(0.10) per
share, for the third quarter of 1998 and the net loss attributable to common
stockholders was $3.3 million, or $(0.25) per share, for the nine months ended
September 30, 1998.
"Our financial performance for the quarter obscures our strength in our markets
and does not reflect our success in expanding our presence in those markets.
During the quarter, the Company entered into a number of transactions in which
the earnings recognition process was not yet complete. Accordingly, the Company
expects to recognize approximately $2 million of revenue related to these
transactions over the next several quarters," said Dave Dawson, Chairman and CEO
of V-ONE.
In our 8-K filing of September 22, 1998 regarding the Series A Convertible
Preferred Stock held by Advantage Fund II Ltd., we indicated that we were
evaluating our options for raising the funds necessary to redeem those shares.
Management continues actively to pursue its options to raise additional capital.
We fully expect to report record revenue for the fourth quarter; we continue to
gain momentum in the VPN marketplace; and we are confident that the investments
we have made in our technology, our people and in building effective sales
channels, will shortly begin to pay significant dividends and enhance
shareholder value."
Quarterly highlights
The Company executed and expanded several business relationships in the third
quarter that demonstrates V-ONE's emerging presence as a premier provider of
security solutions to the VPN marketplace:
<PAGE>
o Extended the company's relationship with ASCII Network Technology (ASCII
NT), one of Japan's leading software distribution companies. ASCII NT has
had considerable success in Japan with SmartGate, most notably with the
SmartGate deployment at CSK Corporation, Japan's leading system integration
company. ASCII NT is a joint venture of ACSII Corporation and Microsoft
Corporation.
o Singapore Telecom standardized on SmartGate after a lengthy comparison of
VPN products from a variety of vendors. V-ONE also announced the opening of
a Singapore office staffed by local networking technology experts to
maximize the company's market opportunity in the area.
o Signed a software development agreement with Motorola for the integration
of V-ONE's Air SmartGate secure paging technology into Motorola's
FLEX(TM)suite for high-speed pagers, enabling Motorola's FLEX and
ReFLEX(TM) pagers to support message security for pager-to-pager,
pager-to-e-mail, and e-mail-to-pager text messages
o Signed Integralis, one of Europe's premier network security and integration
companies, as a distributor for SmartGate. This is particularly significant
since Integralis is the largest European distribution channel for the Check
Point Software Technologies' industry-leading FireWall-1. This makes it
clear that large Checkpoint integrators and resellers are looking for
advantages that only SmartGate VPN can provide.
o Signed an agreement with Trusted Computer Solutions to jointly develop a
SmartGate version for Trusted Solaris, an ultra secure operating system
that is used extensively by the financial community and classified
government agencies.
o Selected by one of Mainland China's key business to business ISPs as their
VPN solution.
"These initiatives and successes in terms of establishing and enhancing our
presence in several important markets give evidence that our strategy -- and
more importantly our execution of that strategy -- of providing premier network
security solutions is beginning to take hold," concluded Mr. Dawson.
Providing top-rated security products since 1993, V-ONE Corporation develops and
licenses SmartGate(R), a patented, award-winning client/server product that is
the foundation of V-ONE's Multi-Access Virtual Private Network (VPN) technology.
Major financial institutions, government agencies, and large health care
organizations use SmartGate for their 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 users. In April,
SmartGate won the overall Best of Show award at Networld+Interop 98 in
Singapore. V-ONE is headquartered in Germantown, MD. Product and security
information, white papers and the company's latest news releases and financial
information 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.
Financial tables follow.
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 THAT 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,
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SPECIFICALLY THE COMPANY'S REGISTRATION STATEMENTS AND THE LAST REPORT ON FORM
10-K WHICH IDENTIFY IMPORTANT RISK FACTORS FOR THE COMPANY.
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<PAGE>
<TABLE>
<CAPTION>
V-ONE CORPORATION
CONDENSED STATEMENT OF OPERATIONS
For the three months ended For the nine months ended
September 30, 1998 September 30, 1998
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1998 1997 1998 1997
(unaudited) (unaudited) (unaudited) (unaudited)
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<S> <C> <C> <C> <C>
Revenues $ 2,397,805 $ 2,764,352 $ 8,305,082 $ 7,312,948
Cost of revenues 330,140 693,976 1,109,122 1,574,121
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Gross profit 2,067,665 2,070,376 7,195,960 5,738,827
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Operating expenses:
Sales and marketing 1,352,937 1,334,930 4,437,497 5,135,365
General and administrative 1,080,467 583,446 3.107,687 2,431,358
Research and development 1,050,560 658,563 2,928,523 2,112,512
Restructuring charge - - - 800,000
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Total operating expenses 3,483,964 2,576,939 10,473,707 10,479,235
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Operating (loss) (1,416,299) (506,563) (3,277,747) (4,740,408)
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Interest income/(expense), net 6,535 72,920 71,060 286,055
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Net (loss) $ (1,409,764) $ (433,643) $ (3,206,687) $ (4,454,353)
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Net (loss) per share $ (.10) $ (0.03) $ (.24) $ (0.35)
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Dividend on preferred stock $ 30,775 $ - $ 110,879 $ -
Deemed dividend on preferred stock 13,701 - 13,701 -
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Net (loss) attributable to holders of common stock $ (1,454,240) $ - $ (3,331,267) $ (4,454,353)
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Net (loss) per share attributable to common stock $ (.10) $ (0.03) $ (0.25) $ (0.35)
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Weighted average number of common shares 13,907,408 12,956,924 13,559,314 12,806,831
outstanding
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</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
CONDENSED BALANCE SHEETS
September 30, December 31,
1998 1997
(unaudited)
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<S> <C> <C>
ASSETS
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Current assets
Cash and cash equivalents $ 529,657 $ 6,203,525
Accounts receivable, net 6,239,770 2,556,979
Other current assets 1,100,749 696,381
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Total current assets 7,870,176 9,456,885
Property and equipment, net 897,599 1,001,581
Other assets 1,311,147 1,401,620
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Total assets $ 10,078,923 $ 11,860,086
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Current liabilities $ 2,720,651 $ 1,598,029
Noncurrent liabilities 207,143 337,740
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Total liabilities 2,927,794 1,935,769
Series A preferred stock, net 2,188,884 3,766,297
Total shareholders' equity 4,962,245 6,158,020
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Total liabilities and shareholders' equity $ 10,078,923 $ 11,860,086
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</TABLE>
Certain items from the 1997 condensed financial information have been
reclassified to conform to the 1998 financial statement.
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