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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1998
REGISTRATION NO. 333-35563
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
VASCO DATA SECURITY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<C> <C> <C>
DELAWARE 3577 36-4169320
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code No.) Identification No.)
</TABLE>
1901 SOUTH MEYERS ROAD, SUITE 210
OAKBROOK TERRACE, ILLINOIS 60181
(630) 932-8844
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-------------------------
T. KENDALL HUNT
CHIEF EXECUTIVE OFFICER
VASCO DATA SECURITY INTERNATIONAL, INC.
1901 SOUTH MEYERS ROAD, SUITE 210
OAKBROOK TERRACE, ILLINOIS 60181
(630) 932-8844
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------------
Copies to:
CHARLES J. MCCARTHY
STEPHEN J. CAMPO
TIMOTHY R. DONOVAN
JENNER & BLOCK
ONE IBM PLAZA
CHICAGO, ILLINOIS 60611
(312) 222-9350
-------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effectiveness of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [X]
-------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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AMENDMENT NO. 4 AMENDS
ONLY PART II OF REGISTRATION STATEMENT
ON FORM S-4, NO. 333-35563.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify directors, officers, employees and agents against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement in connection with specified actions, suits, or proceedings whether
civil, criminal, administrative, or investigative (other than an action by or in
the right of the corporation -- a "derivative action"), if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except that
indemnification is permitted only for expenses (including attorneys' fees)
incurred in connection with the defense or settlement of such action, and the
statute requires court approval before there can be any indemnification for
expenses where the person seeking indemnification has been found liable to the
corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, stockholder vote, agreement, or otherwise.
Article V of the Bylaws of Registrant provides that Registrant shall
indemnify and hold harmless, to the fullest extent permitted by applicable law
as it presently exists or may hereafter be amended, any person (an "Indemnitee")
who was or is made or is threatened to be made a party or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director or officer of the
Registrant or, while a director or officer of the Registrant, is or was serving
at the written request of the Registrant as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or nonprofit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses (including
attorneys' fees) reasonably incurred by such Indemnitee. Notwithstanding the
preceding sentence, except as otherwise provided in Section 3 of Article V, the
Registrant shall be required to indemnify an Indemnitee in connection with a
proceeding (or part thereof) commenced by such Indemnitee only if the
commencement of such proceeding (or part thereof) by the Indemnitee was
authorized by the Board of Directors.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that such provision may not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
unlawful dividends or unlawful stock purchases or redemptions), or (iv) for any
transaction from which the director derived an improper personal benefit.
Article SIXTH of Registrant's Certificate of Incorporation provides that a
director of Registrant shall not be liable to Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not permitted
under the Delaware General Corporation Law. Any amendment, modification or
repeal of Article SIXTH shall not adversely affect any right or protection of a
director of Registrant in respect of any act or omission occurring prior to such
amendment, modification or repeal.
Registrant has a binder for directors' and officers' liability insurance
which provides for payment, on behalf of the directors and officers of
Registrant and its subsidiaries, of certain losses of such persons (other than
matters uninsurable under law) arising from claims, including claims arising
under the Securities Act of 1933, as amended, for acts or omissions by such
persons while acting as directors or officers of Registrant and/or its
subsidiaries as the case may be.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
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<S> <S>
++3.1 Certificate of Incorporation of Registrant, as amended.
++3.2 Bylaws of Registrant, as amended.
4.1 Intentionally Omitted.
++4.2 Specimen of Registrant's Common Stock Certificate.
4.3 Intentionally Omitted.
++4.4 Form of Letter of Transmittal and Release.
++4.5 Form of New VASCO Warrant Agreement.
++4.6 Form of New VASCO Option Agreement.
++4.7 Form of New VASCO Convertible Note Agreement.
++5.1 Opinion of Jenner & Block regarding legality of securities
being registered.
+8.1 Opinion of Jenner & Block as to certain tax matters.
++10.1 Netscape Communications Corporation OEM Software Order Form
dated March 18, 1997 between VASCO Data Security, Inc. and
Netscape Communications Corporation.**
++10.2 License Agreement between VASCO Data Security, Inc. and
SHIVA Corporation effective June 5, 1997.**
++10.3 Heads of Agreement between VASCO CORP., VASCO Data Security
Europe S.A., Digiline International Luxembourg, Digiline
S.A., Digipass S.A., Dominique Colard and Tops S.A. dated
May 13, 1996.
++10.4 Agreement relating to additional terms and conditions to the
Heads of Agreement dated July 9, 1996, among the parties
listed in Exhibit 10.3.
++10.5 Agreement between VASCO CORP., VASCO Data Security Europe
SA/NV, Mario Houthooft and Guy Denudt dated March 1, 1996.
++10.6 Asset Purchase Agreement dated as of March 1996 by and
between Lintel Security SA/NV and Lintel SA/NV, Mario
Houthooft and Guy Denudt.
++10.7 Management Agreement dated January 31, 1997 between LINK
BVBA and VASCO Data Security NV/SA (concerning services of
Mario Houthooft).
++10.8 Sublease Agreement by and between VASCO CORP. and APL Land
Transport Services, Inc. dated as of August 29, 1997.
++10.9 Office Lease by and between VASCO CORP. and LaSalle National
Bank, not personally, but as Trustee under Trust Agreement
dated September 1, 1997, and known as Trust Number 53107,
dated July 22, 1985.
++10.10 Lease Agreement by and between TOPS sa and Digipass sa
effective July 1, 1996.
++10.11 Lease Agreement by and between Perkins Commercial Management
Company, Inc. and VASCO Data Security, Inc. dated November
21, 1995.
++10.12 Asset Purchase Agreement by and between VASCO CORP. and
Wizdom Systems, Inc. dated August 20, 1996.
++10.13 1997 VASCO Data Security International, Inc. Stock Option
Plan, as amended.
++10.14 Distributor Agreement between VASCO Data Security, Inc. and
Hucom, Inc. dated June 3, 1997.**
++10.15 Non-Exclusive Distributor Agreement by and between VASCO
Data Security, Inc. and Concord-Eracom Nederland BV dated
May 1, 1994.**
++10.16 Banque Paribas Belgique S. A. Convertible Loan Agreement for
$3.4 million.
++10.17 Pledge Agreement dated July 15, 1997 by and between T.
Kendall Hunt and Banque Paribas Belgique S.A.
++10.18 Engagement Letter between Banque Paribas S.A. and VASCO
CORP. dated June 20, 1997, as amended.
++10.19 Financing Agreement between Generale Bank and VASCO CORP.
dated as of June 27, 1997.
++10.20 Letter Agreement between Generale Bank and VASCO CORP. dated
June 26, 1997.
++10.21 Form of Warrant dated June 16, 1997 (with Schedule).
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++10.22 Form of Warrant dated October 31, 1995 (with Schedule).
++10.23 Form of Warrant dated March 7, 1997 (with Schedule).
++10.24 Form of Warrant dated August 13, 1996 (with Schedule).
++10.25 Form of Warrant dated June 27, 1996 (with Schedule).
++10.26 Form of Warrant dated June 27, 1996 (with Schedule).
++10.27 Convertible Note in the principal amount of $500,000.00,
payable to Generale de Banque dated July 1, 1997 (with
Schedule).
++10.28 Agreement by and between VASCO Data Security NV/SA and S.I.
Electronics Limited effective January 21, 1997.**
++10.29 Agreement effective May 1, 1993 by and between Digipass s.a.
and Digiline s.a.r.1.
++10.30 VASCO Data Security, Inc. purchase order issued to National
Electronic & Watch Co. LTD.**
++10.31 VASCO Data Security, Inc. purchase order issued to Micronix
Integrated Systems.**
++10.32 Agreement between Registrant and VASCO CORP. dated as of
August 25, 1997.
++10.33 Convertible Note dated June 1, 1996 made payable to Mario
Houthooft in the principal amount of $373,750.00.
++10.34 Convertible Note dated June 1, 1996 made payable to Guy
Denudt in the principal amount of $373.750.00.
++10.35 Osprey Partners Warrant (and Statement of Rights to Warrant
and Form of Exercise) issued June 1, 1992.
++10.36 Registration Rights Agreement dated as of October 19, 1995
between certain purchasing shareholders and VASCO CORP.
++10.37 First Amendment to Registration Rights Agreement dated July
1, 1996.
++10.38 Second Amendment to Registration Rights Agreement dated
March 7, 1997.
++10.39 Purchase Agreement by and between VASCO CORP. and Kyoto
Securities Ltd.
++10.40 Convertible Note dated May 28, 1996 payable to Kyoto
Securities, Ltd. in principal amount of $5 million.
++10.41 Amendment to Purchase Agreement and Convertible Note by and
between VASCO CORP. and Kyoto Securities, Ltd.
++10.42 Executive Incentive Compensation Plan.
++10.43 Letter for Credit granted by Generale de Banque to Digipass
SA dated January 27, 1997.
++23.1 Consent of KPMG Peat Marwick LLP re: Registrant.
++23.2 Consent of KPMG Peat Marwick LLP re: VASCO CORP.
++23.3 Consent of Price Waterhouse and Partners.
+23.4 Consent of Jenner & Block.
++24.1 Powers of Attorney (included on Signature Pages).
++99.1 Form of Letter of Chief Executive Officer of Registrant to
security/stockholders.
++99.2 Form of Notice of Guaranteed Delivery.
++99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.
++99.4 Form of Letter to Clients of Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
+99.5 Opinion of Jenner & Block.
- -------------------------
+ Filed herewith.
++ Previously filed.
** Confidential treatment has been requested for the omitted portions of this
document.
(b) Financial Statement Schedules
Schedule II -- Valuation and Qualifying Accounts.
Report of KPMG Peat Marwick LLP
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
II-3
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ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any Prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which were registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of Prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(3) That, prior to any public reoffering of the securities registered
hereunder through use of a Prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c) under the Securities Act of 1933, as amended (the "Act"),
the issuer undertakes that such reoffering Prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
(4) That every Prospectus (i) that is filed pursuant to paragraph (3)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the Registration
Statement and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(6) To respond to requests for information that is incorporated by
reference into the Prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form
S-4, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the Registration Statement through the date of responding to the
request.
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(7) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the Registration Statement when it became
effective.
II-5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Oakbrook
Terrace, State of Illinois, on February 4, 1998.
VASCO Data Security International,
Inc.
By: /s/ T. KENDALL HUNT
------------------------------------
T. Kendall Hunt
Chairman of the Board, Chief
Executive Officer and President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED ON THE 4TH DAY OF FEBRUARY, 1998 BY
THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ T. KENDALL HUNT Chairman of the Board, Chief Executive
- ----------------------------------------------------- Officer, President and Director
T. Kendall Hunt
/s/ GREGORY T. APPLE Vice President and Treasurer (Principal
- ----------------------------------------------------- Financial Officer and Principal Accounting
Gregory T. Apple Officer)
* Secretary and Director
- -----------------------------------------------------
Forrest D. Laidley
* Director
- -----------------------------------------------------
Robert E. Anderson
* Director
- -----------------------------------------------------
Michael A. Mulshine
*By: /s/ GREGORY T. APPLE
- -----------------------------------------------------
Gregory T. Apple
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 1
EXHIBIT 8.1
[JENNER & BLOCK LETTERHEAD]
February 4, 1998
Board of Directors
VASCO Data Security International, Inc.
1901 South Meyers Road
Suite 210
Oakbrook Terrace, Illinois 60181
Attention: Mr. T. Kendall Hunt
Chairman, President & Chief Executive Officer
Re: FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER
Gentlemen:
You have requested our opinion as to certain federal income tax
consequences of the transactions contemplated by the exchange offer ("Exchange
Offer") to be made by VASCO Data Security International, Inc., a Delaware
corporation ("New VASCO"), to holders of stock and securities in VASCO CORP., a
Delaware corporation ("Current VASCO"), as more fully described in the
Registration Statement on Form S-4 (Reg. No. 333-35563), as amended by
Amendment No. 3, filed by New VASCO with the Securities and Exchange Commission
(the "Registration Statement"). Capitalized terms used herein and not
otherwise defined have the meanings given to them in the Registration Statement.
In rendering our opinion, we have examined and relied upon the accuracy
and completeness of the facts, information, covenants and representations
contained in originals or copies, certified or otherwise identified to our
satisfaction, of the Prospectus filed as part of the Registration Statement
(the "Prospectus"), and such other documents and representations of
representatives of New VASCO as we have deemed necessary or appropriate. In
our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural
<PAGE> 2
VASCO Data Security International, Inc.
February 4, 1998
Page 2
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such documents.
We have also assumed the transactions related to the Exchange Offer will be
consummated as described in the Prospectus.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended, proposed, temporary and final
Treasury Regulations promulgated thereunder, pertinent judicial authorities,
interpretive rulings of the Internal Revenue Service and other authorities as
we have considered relevant. We caution that statutes, regulations, judicial
decisions and administrative interpretations are subject to change at any time
and, in some circumstances, with retroactive effect. A change in the
authorities upon which our opinion is based could affect the conclusions stated
herein.
Based on the foregoing, we are of the opinion that the statements and
legal conclusions contained in the Prospectus under the caption "REORGANIZATION
OF CURRENT VASCO - Federal Income Tax Consequences," to the extent that they
constitute matters of law or legal conclusions, are correct in all material
respects. In addition, we consent to the reference to Jenner & Block in the
Prospectus under the caption "Legal Matters" and to the filing of this opinion
as an exhibit to the Registration Statement. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission.
Except as expressly set forth in the Prospectus, we express no opinion
to any party as to the tax consequences, whether federal, state, local or
foreign, of the Exchange Offer or of any transaction related to the Exchange
Offer.
Very truly yours,
/s/ Jenner & Block
<PAGE> 1
EXHIBIT 23.4
JENNER & BLOCK LETTERHEAD
February 4, 1998
VASCO Data Security International, Inc.
1901 South Meyers Road, Suite 210
Oakbrook Terrace, IL 60181
Ladies & Gentlemen:
Reference is hereby made to the Registration Statement on Form S-4 (the
"Registration Statement") of VASCO Data Security International, Inc., a
Delaware corporation ("New VASCO"), relating to the offer to exchange shares,
options and warrants of New VASCO for shares, options and warrants of VASCO
CORP., a Delaware corporation ("Current VASCO").
We hereby consent to the references to our firm under the following
headings in the prospectus included in the Registration Statement: (i) "SUMMARY
- - Questions and Answers About the Exchange Offer," (ii) "REORGANIZATION OF
CURRENT VASCO," and (iii) "LEGAL MATTERS." We also consent to the filing of
our opinion letters (or forms thereof) as Exhibits 5.1, 8.1 and 99.5 to the
Registration Statement.
In giving such consents, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ JENNER & BLOCK
<PAGE> 1
EXHIBIT 99.5
February 4, 1998
Board of Directors
VASCO Data Security International, Inc.
1901 South Meyers Road, Suite 210
Oakbrook Terrace, IL 60181
Gentlemen:
In connection with the proposed exchange offer (the "Exchange Offer")
by VASCO Data Security International, Inc. ("New VASCO") to the security holders
of VASCO Corp. ("Current VASCO") pursuant to the registration statement (the
"Registration Statement") of New VASCO on Form S-4, No. 333-35563, you have
requested the opinion hereinafter set forth.
For purposes of the opinion hereinafter set forth, we have:
(A) reviewed (i) the Registration Statement, as amended by Amendment
No. 3 ("Amendment No. 3") and (ii) the form of each of the Letter of
Transmittal and Release, the New VASCO Option Agreement, the New VASCO
Convertible Note Agreement and the New VASCO Warrant Agreement (individually, a
"Release Document"), a copy of each of which is filed as Exhibit 4.4, 4.5, 4.6
and 4.7, respectively, to Amendment No. 3; and
(B) conducted such legal research as we have considered necessary for
purposes of the opinion hereinafter set forth.
Based on the foregoing, we are of the opinion that a release of matured
and ripened securities law claims pursuant to a Release Document, executed
and delivered by a Current VASCO security holder in exchange for securities of
New VASCO pursuant to the
<PAGE> 2
Board of Directors
February 4, 1998
Page 2
Exchange Offer, would be valid and enforceable and would not be precluded by
the "anti-waiver provisions" as defined in "Federal Securities Laws Anti-Waiver
Provisions" under "REORGANIZATION OF CURRENT VASCO -- Releases from Security
Holders in Exchange Offer" contained in the preliminary prospectus contained in
Amendment No. 3.
The foregoing is limited to the laws of the State of Illinois and the
federal laws of the United States. We assume no obligation to supplement this
opinion if any applicable laws change after the date hereof or if we become
aware of any facts that might change the opinions expressed herein after the
date hereof.
Sincerely,
/s/ Jenner & Block
