As filed with the Securities and Exchange Commission on June 9, 2000
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
V-ONE Corporation
-------------------------- ---------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-1953278
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20250 Century Boulevard, Suite 300
Germantown, Maryland 20874
---------------------------------------------------
(Address of principal executive offices) (zip code)
V-ONE Corporation
1998 Incentive Stock Plan
-------------------------
(Full title of plan)
Margaret E. Grayson
Senior Vice President and CFO
Century Boulevard, Suite 300
Germantown, Maryland 20874
-------------------------------------------
(Name and address of agent for service)
(301) 515-5200
---------------------------------------
(Telephone number of agent for service)
Copy to:
Richard A. Gashler, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------
=======================================================================================================
Proposed Proposed
maximum maximum aggregate Amount of
Title of securities Amount to offering price offering price registration
to be registered be registered per share fee
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $0.001 par 2,500,000 shares $3.75 (1) $9,375,000 (1) $2,475
value per share
-------------------------------------------------------------------------------------------------------
--------------------
</TABLE>
(1) 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 SmallCap market on June 6, 2000.
-2-
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
V-ONE Corporation's earlier Registration Statement on Form S-8
("Original Registration Statement"), filed with the Securities and Exchange
Commission on May 18, 1998 (File No. 333-52909), pertaining to the V-ONE
Corporation Incentive Stock Plan is incorporated herein by reference. This
incorporation is made pursuant to General Instruction E of Form S-8 regarding
the registration of additional securities of the same class as other securities
for which there has been filed a Registration Statement on Form S-8 relating to
the same plan.
-3-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following are filed herewith as part of this Registration Statement:
EXHIBIT NO. EXHIBIT
----------- -------
5.1 Opinion of Kirkpatrick & Lockhart LLP, as to the
legality of the securities being registered
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of PricewaterhouseCoopers LLP
23.3 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 5)
-4-
<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 8th day of
June, 2000.
V-ONE CORPORATION
By: /s/ Margaret E. Grayson
-----------------------
Margaret E. Grayson
Senior Vice President and
Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David D. Dawson and Margaret E. Grayson,
and each of them, his or her attorney-in-fact, with power of substitution, for
him or her 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 or her 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/ David D. Dawson Chairman of the Board, June 8, 2000
----------------------- President and Chief Executive
David D. Dawson Officer (Principal Executive
Officer)
/s/ Margaret E. Grayson Senior Vice President, Chief June 8, 2000
----------------------- Financial Officer and Directo
Margaret E. Grayson (Principal Financial Officer)
/s/ John Nesline Controller June 8, 2000
----------------------- (Principal Accounting Officer)
John Nesline
/s/ Heidi Heiden Director June 8, 2000
---------------------
Heidi Heiden
-5-
<PAGE>
Signature Title Date
--------- ----- -----
A.L. Giannopoulos Director June 8, 2000
---------------------
A.L. Giannopoulos
/s/ William E. Odom Director June 8, 2000
---------------------
William E. Odom
/s/ Michael Mufson Director June 8, 2000
---------------------
Michael Mufson
-6-
<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 Ernst & Young LLP, independent
auditors
23.2 Consent of PricewaterhouseCoopers LLP
23.3 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 5)
-7-
