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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) SEPTEMBER 30, 1999
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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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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Effective September 30, 1999, V-ONE Corporation (the "Company") dismissed
the accounting firm of PricewaterhouseCoopers LLP ("PWC") as the Company's
independent accountants.
On September 30, 1999, the audit committee of the Company's board of
directors recommended and the full board of directors approved the appointment
of Ernst & Young LLP ("Ernst") to act as its auditors for the fiscal year ended
December 31, 1999. The Company did not consult Ernst regarding the application
of accounting principals to a specified transaction, whether contemplated or
proposed, or the type of audit opinion that might be rendered on the Company's
financial statements, or any matter that was the subject of a disagreement or a
reportable event (as contemplated by Item 304 of Regulation S-K).
The reports of PWC on the financial statements of the Company for the past
two fiscal years contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting principle
except that (i) its report on the financial statements for the year ended
December 31, 1998 included an explanatory paragraph regarding the Company's
ability to continue as a going concern and (ii) its report on the financial
statements for the year ended December 31, 1998 included an explanatory
paragraph regarding the restatement of the financial statements as discussed in
the notes thereto.
The decision to change auditors was recommended by the audit committee of
the board of directors and was approved by unanimous written consent of the
board of directors on September 30, 1999.
During the Company's two most recent fiscal years and the interim period
from January 1, 1999 to September 30, 1999, there were no disagreements with PWC
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of PWC, would have caused it to make a reference to the
subject matter of the disagreements in connection with its report on the
financial statements. There is no information or event required to be reported
herein pursuant to Subsection (a)(1)(v) of Rule 304 of Regulation S-K.
The Company has requested, and PWC has provided a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements
made by the Company in this filing, a copy of which is attached hereto as
Exhibit 16. PWC's letter indicates that they are in agreement with the
statements contained in this filing insofar as such statements concern PWC.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits.
16. Letter from PricewaterhouseCoopers LLP pursuant to Section 304(a)(3)
of Regulation S-K.
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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: October 6, 1999
V-ONE CORPORATION
By:/s/ Margaret E. Grayson
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Name: Margaret E. Grayson
Title: Sr. Vice President and Chief
Financial Officer
Exhibit 16
PricewaterCoopers LLP
1751 Pinnacle Drive
McLean, VA 22102-3811
Telephone (703) 918-3000
Facsimile (703) 918-3100
October 6, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by V-ONE Corporation (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report dated October 6, 1999. We agree with
the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
