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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
V-ONE CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
918278-10-2
(CUSIP Number)
James F. Chen
20250 Century Blvd., Suite 300
Germantown, MD 20874
(301) 515-5200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-2(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits, should be filed with the
Commission. See ss.240.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a person's initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act(however, see the Notes).
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CUSIP No. 918278-10-2
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SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Chen Family Limited Partnership 52-1985831
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (x)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ( )
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
South Dakota
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
600,000
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
600,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 918278-10-2
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SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James F. Chen
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (x)
(b) ( )
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ( )
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
SHARES 3,120,152*
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------------------
8 SHARED VOTING POWER
600,000**
------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,070,152*
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
600,000**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,720,152*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ( )
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
* Does not include 71,110 shares of Common Stock registered in the name of Mary
S.Chen, Mr. Chen's wife, as trustee of a trust for the benefit of Mr. and Mrs.
Chen's children, or 279,100 shares of Common Stock owned by The Chen
Foundation, Inc. of which Mrs. Chen is the sole director, for which shares Mr.
Chen disclaims beneficial ownership.
** Represents 600,000 shares of Common Stock owned by The Chen Family Limited
Partnership, of which Mr. and Mrs. Chen hold a majority interest.
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CUSIP No. 918278-10-2
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Statement on Schedule 13D
This Amendment No. 3 amends and supplements the initial Statement on
Schedule 13D of James F. Chen and The Chen Family Limited Partnership
("Partnership") filed with the Securities and Exchange Commission on May 20,
1997 as amended by Amendment No.1 dated June 6, 1997 filed by James F. Chen, the
Partnership and The Chen Foundation, Inc. (the "Foundation") and Amendment No. 2
dated March 26, 1998 (as amended by Amendments No. 1 and 2, the "Original
Statement") with respect to the beneficial ownership by such persons of shares
of common stock, $0.001 par value per share("Common Stock"), of V-ONE
Corporation, a Delaware corporation ("Issuer"). The filing of this Amendment No.
3 is occasioned by certain sales and other transfers of 355,000 shares as
described in Item 5(c) below. Except as set forth below, the information
contained in the Original Statement is unchanged.
To the extent that any information is provided herein with respect to the
Issuer, such information is provided to the knowledge of James F. Chen, the
Partnership and the Foundation.
ITEM 1. SECURITY AND ISSUER.
The Original Statement, as amended by the Amendment No. 3 ("Amended
Statement"), relates to shares of the Common Stock, $0.001 par value per share,
of V-ONE Corporation, a Delaware corporation. The address of the Issuer's
principal executive offices is 20250 Century Boulevard, Suite 300, Germantown,
Maryland 20874.
ITEM 2. IDENTITY AND BACKGROUND.
The Amended Statement is being filed jointly by James F. Chen and the
Partnership.
(a) James F. Chen is the founder and a director of V-ONE Corporation. He
is a citizen of the United States. His principal business address is
20250 Century Boulevard, Suite 300, Germantown, Maryland 20874.
(b) The Partnership is a limited partnership organized under the laws of
the State of South Dakota and was established in order to provide
certain investment opportunities for its partners. The sole general
partner of the Partnership is JFMC, Inc., a Maryland Corporation.
Mr. Chen and Mary S. Chen, his wife, jointly own all of the
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CUSIP No. 918278-10-2
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outstanding capital stock of JFMC, Inc. Mr. and Mrs. Chen are the
sole shareholders of JFMC, Inc. Mr. Chen is the President and Chief
Executive Officer, and Mrs. Chen is the Treasurer and Secretary, of
JFMC, Inc. The principal place of business and the location of the
principal office of the Partnership is 13418 Bissel Lane, Potomac,
Maryland 20854.
(c) The Foundation is no longer a party to this filing as Mr. Chen no
longer holds a position as an officer or director of the Foundation.
During the past five years, none of the foregoing parties has (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violations with respect to such laws.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A
ITEM 4. PURPOSE OF TRANSACTION.
The acquisitions of Common Stock by James F. Chen were made in connection
with the initial capitalization of the Issuer. Mr. and Mrs. Chen transferred
600,000 shares to the Partnership for estate planning purposes. Mr. Chen
transferred 279,100 shares of Common Stock to the Foundation. Except as noted
below, neither Mr. Chen nor the Partnership has any present plans or proposals
that relate to or would result in or cause:
(a) the acquisition by any person of additional securities of the Issuer
or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
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CUSIP No. 918278-10-2
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(e) any material change in the present capitalization or dividend policy
of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) a class of securities of the Issuer being de-listed from a national
securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
The filing persons reserve the right to adopt such plans and proposals
subject to applicable regulatory requirements, if any; and to transfer
securities of the Issuer directly and/or sell securities of the Issuer in the
open market.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to the Issuer, there were 16,773,075 shares of Common Stock
outstanding as of June 11, 1999. James F. Chen currently owns beneficially
3,720,152 shares of the Issuer's Common Stock, representing 22.2% of the
outstanding Common Stock. The Partnership directly owns 600,000 shares of Common
Stock of the Issuer, representing 3.5% of the outstanding Common Stock.
(b) Mr. Chen has sole voting power and dispositive power over the
3,070,152 shares held by him and sole voting power (but not dispositive power)
over 50,000 shares optioned by Mr. Chen to Mr. Barnaby Page.
JFMC, Inc., the general partner of the Partnership, has sole voting and
dispositive power over the 600,000 shares that the Partnership owns directly.
Mr. and Mrs. Chen jointly own all of the outstanding capital stock of JFMC, Inc.
(c) Except as set forth below, neither Mr. Chen nor the Partnership has
effected any transaction involving the Issuer's Common Stock during the 60 days
prior to the date of this Amended Statement.
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CUSIP No. 918278-10-2
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Subsequent to February, 1998, Mr. Chen made the following open market
sales of Common Stock:
1. Sale of 20,000 shares of Common Stock on May 19, 1998 at $3.3672 per
share;
2. Sale of 10,000 shares of Common Stock on May 21, 1998 at $3.3125 per
share;
3. Sale of 10,000 shares of Common Stock on May 22, 1998 at $3.25 per
share;
4. Sale of 65,000 shares of Common Stock on November 30, 1998 at $3.0625
per share;
5. Sale of 10,000 shares of Common Stock on December 1, 1998 at $3.00 per
share;
6. Sale of 20,000 shares of Common Stock on December 2, 1998 at $2.8281
per share;
7. Sale of 30,000 shares of Common Stock on December 3, 1998 at $2.5573
per share; and
8. Sale of 15,000 shares of Common Stock on December 4, 1998 at $2.5208
per share.
On October 2, 1998, Mr. Chen transferred 125,000 shares of Common Stock to
certain individuals in settlement of a lawsuit.
On June 17, 1999, Mr. Chen granted options to purchase 50,000 shares of
Common Stock to Mr. Barnaby Page for $500.00 in cash. The exercise price per
share of the options is $2.50. The options may not be exercised until June 17,
2000 unless any entity acquires all of the stock of the Issuer within such one
year period. The option expires on June 16, 2002. Until such time as the options
are exercised, Mr. Chen will retain sole voting power over the shares underlying
the options but he will not have dispositive power over those shares.
(d) Except as set forth in this Amended Statement, no other person is
known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities of the Issuer
that are owned beneficially by the reporting persons.
(e) Item 5(e) is not applicable to this Amended Statement.
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CUSIP No. 918278-10-2
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Joint Filing Agreement dated as of June 6, 1997 (Filed previously).
99.2 Stock Option Agreement dated June 17, 1999 between James F. Chen and
Barnaby Page.
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CUSIP No. 918278-10-2
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 22, 1999
/s/ James F. Chen
---------------------------
James F. Chen
THE CHEN FAMILY LIMITED
PARTNERSHIP
By: JFMC, Inc., its General
Partner
By:/s/ James F. Chen
------------------------
James F. Chen, Chairman,
Chief Executive Officer
and President
STOCK OPTION AGREEMENT
This Agreement ("Agreement") is made this 17th day of June, 1999, by
and between James F. Chen ("Chen") and Barnaby Page ("Optionee").
In consideration of the mutual covenants and undertakings herein
contained, and intending to be legally bound, the parties hereto agree as
follows:
1. GRANT OF OPTION. In consideration of the payment by Optionee to Chen
of the sum of Five Hundred Dollars ($500.00), receipt of which is hereby
acknowledged, Chen hereby grants to Optionee an option ("Option") to purchase
Fifty Thousand (50,000) shares of Common Stock of V-ONE Corporation owned by
Chen. The exercise price for the Common Stock subject to this Option shall be
Two Dollars and Fifty Cents ($2.50) per share.
2. TERM AND EXERCISE. The Option granted herein may not be exercised
for a period of one year from the date of this Agreement; provided, however,
that in the event any entity acquires all of the stock of V-ONE Corporation
within such one year period the Optionee may exercise all or part of the option,
prior to such acquisition, contingent upon closing of the acquisition. If not
sooner exercised, the Optionee may at any time from June 17, 2000 through 5:00
p.m. eastern time on June 16, 2002 exercise all or part of the options then
remaining. To the extent that the Options granted herein have not been exercised
by 5:00 p.m. eastern time on June 16, 2002, the Options shall expire.
3. EXERCISE PROCEDURES. Options shall be exercisable as to all or part
of the Option shares by written notice which must be received by Chen at the
notice address set forth on the last page hereof, prior to expiration of the
Option. Such written notice shall set forth (a) the number of shares of Common
Stock being purchased, (b) the total exercise price for the shares of Common
Stock being purchased, (c) the exact name as it should appear on the stock
certificate(s) to be issued for the shares of Common Stock being purchased, and
(d) the address to which the stock certificate(s) should be sent. The exercise
price shall be tendered in full in cash (or in such other form as Chen may
agree) at the time of exercise. Upon receipt of the notice of exercise and
tender of the purchase price, Chen shall cause the number of shares of Common
Stock being purchased, to be transferred and delivered to the Optionee, through
the Corporation's transfer agent. Delivery of any such shares of Common Stock
shall be deemed effected for all purposes when the stock transfer agent of the
Corporation shall have deposited such certificates in the United States mail,
addressed to the Optionee at the address set forth on the last page of this
Agreement or to such other address as Optionee may from time to time designate
in a written notice to Chen. Optionee shall not be deemed for any purpose to be
a shareholder of the Corporation in respect to any shares of Common Stock as to
which the Option shall not have been exercised. Optionee shall not be deemed for
any purpose to be a shareholder of the Corporation in respect to any shares of
Common Stock as to which the Option has been exercised until such shares of
Common Stock have been transferred to Optionee on the books of the Corporation.
4. LIMITATIONS. Notwithstanding anything herein to the contrary, the
number of Options that may be exercised at any given time shall be limited to
the number of shares that Chen may legally transfer, at the time the Option is
exercised, under applicable federal and state securities laws. In the event that
<PAGE>
Optionee is prevented from making an effective exercise of all of the Options
granted herein because of the limitation of this paragraph, the exercise period
shall be extended for such period (not to exceed one year) as may be necessary
in order to permit Chen to make the transfers in compliance with applicable
federal and state securities laws.
5. NO EXERCISE IN VIOLATION OF LAW. Notwithstanding any of the
provisions of this Agreement, Optionee hereby agrees that he or she will not
exercise the Option granted hereby and that Chen will not be obligated to
transfer any shares of Common Stock to Optionee hereunder, if the exercise
thereof or the transfer of such shares of Common Stock shall constitute a
violation by the Optionee or Chen of any provision of any law or regulation of
any governmental authority.
6. SECURITIES LAW COMPLIANCE. Optionee acknowledges that the shares of
Common Stock transferable on exercise of the Option shall bear a restrictive
legend and may not be freely transferable. Optionee represents and acknowledges
that such shares of Common Stock when purchased shall be held for investment and
not with a view to the sale or distribution of and part thereof, and that
Optionee may be required to bear the economic risk of his or her investment for
an indefinite period of time. Optionee further represents and warrants that
Optionee and his or her beneficiaries will not sell or otherwise dispose of the
shares of Common Stock except in a transaction that, in the opinion of counsel
for the Corporation, is in compliance with or exempt from the Securities Act of
1933, as amended.
7. This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof and there are no promises, representations,
warranties, or obligations of any kind given or undertaken by either party that
are not contained herein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
/s/ James F. Chen /s/ Barnaby Page
- ---------------------------- ------------------------------
JAMES F. CHEN BARNABY PAGE
Notice Addresses:
If to James F. Chen: If to Optionee:
James F. Chen Barnaby M. Page
13418 Bissel Lane 2401 Pennsylvania Avenue, N.W.
Potomac, MD 20854 Suite 506
Washington, D.C. 20037
2
