- --------------------------------------------------------------------------------
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) June 30, 1999
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.
On February 24, 1999, V-ONE Corporation ("Company") obtained a $3,000,000
term loan from Transamerica Business Credit Corporation ("Transamerica")
pursuant to that certain Loan and Security Agreement dated as of February 24,
1999 ("Loan Agreement"). The term loan is due on August 31, 1999. In connection
with this loan, the Company granted a security interest in all of its assets,
including its intellectual property, to Transamerica.
On March 31, 1999, the Company and Transamerica entered into an Amendment
Agreement ("First Amendment") to the Loan Agreement. Under the terms of the
First Amendment, Transamerica waived the default created when the Company
received a "going concern" opinion from its independent auditors. In
consideration for such waiver, the Company agreed to (i) grant TBCC Funding
Trust II, an affiliate of Transamerica, warrants to purchase 100,000 shares of
common stock of the Company at an exercise price of $3.25 per share and (ii)
accept an additional financial covenant that the Company's net worth will be
$5,000,000 as of June 30, 1999 and September 30, 1999. The exercise price of
these warrants was subsequently reduced to $2.33 per share.
On June 30, 1999, the Company and Transamerica entered into a second
Amendment Agreement ("Second Amendment") to the Loan Agreement. Under the terms
of the Second Amendment, Transamerica has (i) waived the requirement that the
Company have a net worth of $5 million on June 30, 1999, (ii) amended the
promissory note issued by the Company in connection with the Loan Agreement to
extend the maturity date of the term loan to February 28, 2000 and grant to
Transamerica the option to convert the term loan to a revolving loan on February
28, 2000, and (iii) deleted the acquisition fee required under the Loan
Agreement. In consideration for the Second Amendment, the Company has agreed to
(i) issue seven-year warrants to purchase 50,000 of the Company's common stock
at an exercise price of $3.75 per share, (ii) pay a $150,000 fee to Transamerica
on February 28, 2000, (iii) use 30% of any equity raised by the Company after
completion of the current round (approximately $10-12 million) of financing to
prepay the term loan, (iv) amortize $100,000 in principal of the term loan per
month beginning on September 1, 1999 and (v) pay the balance of principal and
accrued and unpaid interest on the term loan on February 28, 2000. In the Second
Amendment, the Company also agreed to pay Transamerica a prepayment fee of the
net present value of all interest that would have accrued through the scheduled
maturity date on the principal amount being prepaid (assuming a rate of interest
per annum equal to the rate of interest then in effect on the term loan on the
date of the prepayment) discounted, on a simple interest basis, at the rate of
6% per annum. This prepayment fee is also due on any acceleration of the term
loan, but is not due as a result of a prepayment under clause (iii) above.
2
<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: June 30, 1999
V-ONE CORPORATION
By: /s/ David D. Dawson
----------------------
Name: David D. Dawson
Title: Chairman and CEO
