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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 27, 1998
REGISTRATION NO. 333-35563
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
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)
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DELAWARE 3577 36-4169320
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code No.) Identification No.)
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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)
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Copies to:
CHARLES J. MCCARTHY
TIMOTHY R. DONOVAN
JENNER & BLOCK
ONE IBM PLAZA
CHICAGO, ILLINOIS 60611
(312) 222-9350
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If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-35563
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POST-EFFECTIVE AMENDMENT NO. 1 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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
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++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.
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++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).
++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.
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+ 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.
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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 26, 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 26TH DAY OF FEBRUARY, 1998 BY
THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED.
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SIGNATURE TITLE
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/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
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EXHIBIT 8.1
[JENNER & BLOCK LETTERHEAD]
February 26, 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 and
supplemented to and including the date hereof, 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
as amended and supplemented to and including the date hereof (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
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VASCO Data Security International, Inc.
February 26, 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
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EXHIBIT 23.4
JENNER & BLOCK LETTERHEAD
February 26, 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
