As filed with the Securities and Exchange Commission on October 5, 1998
Registration No. 333-63123
AMENDMENT NO. 1
to
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VDC COMMUNICATIONS, INC.*
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
_________ Delaware____________ ____________4812_____________ __________061510832__________
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code Number)
</TABLE>
75 Holly Hill Lane
Greenwich, Connecticut 06830
____________________(203) 869-5100_____________________
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Frederick A. Moran
Chief Executive Officer
75 Holly Hill Lane
Greenwich, Connecticut 06830
________________ (203) 869-5100___________________
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
Stephen M. Cohen, Esquire
Joseph P. Galda, Esquire
Buchanan Ingersoll Professional Corporation
Eleven Penn Center, 14th Floor
1835 Market Street
Philadelphia, PA 19103
(215) 665-8700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
consummation of the Domestication Merger described herein and after the
Effective Date of this Registration Statement.
*The securities to be issued pursuant to this registration statement
represent securities of VDC Communications, Inc., a subsidiary of VDC
Corporation Ltd., a Bermuda company.
<PAGE>
Item 21. Exhibits
The following Exhibits are filed as part of this Registration Statement.
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<CAPTION>
Number Description Method of Filing
- ------ ----------- ----------------
<S> <C> <C>
2.1 Agreement and Plan of Merger between VDC Previously filed
Corporation Ltd. and Registrant
3.1 Certificate of Incorporation, as amended, of Registrant. Previously filed
3.2 Amended and Restated Bylaws of Registrant Previously filed
4.1 Instruments defining the rights of security holders: Previously filed
5.1 Opinion of Buchanan Ingersoll Professional Corporation Filed herewith
21.1 Subsidiaries of Registrant Previously filed
23.1 Consent of Buchanan Ingersoll Professional Corporation Included within Exhibit 5.1
hereto
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<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-4 and has duly caused this Amendment No. 1 to
the Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greenwich, Connecticut on
the 5th day of October, 1998.
VDC COMMUNICATIONS, INC.
By: /s/ Frederick A. Moran
------------------------------------
Frederick A. Moran
President and Chief Financial Officer
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.
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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Frederick A. Moran President and Director October 5, 1998
- ------------------------
Frederick A. Moran
/s/ * Chief Operating Officer and Director October 5, 1998
- ------------------------
Dr. James C. Roberts
/s/ * Director October 5, 1998
- ------------------------
Dr. Hussein Elkholy
* By: /s/ Frederick A. Moran
-------------------------
Frederick A. Moran
Attorney-in-fact
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Exhibit 5.1
October 5, 1998
VDC Communications, Inc.
VDC Corporation Ltd.
75 Holly Hill Lane
Greenwich, CT 06830
Re: Registration Statement on Form S-4 filed on behalf of
VDC Communications, Inc.
Gentlemen:
We have participated in the preparation of the Registration Statement
(File Number 333-63123) on Form S-4 (the "Registration Statement") filed with
the Securities and Exchange Commission by VDC Communications, Inc., a Delaware
corporation (the "Corporation"), for the purpose of registering under the
Securities Act of 1933, as amended, (i) shares of Common Stock of the
Corporation, par value $.0001 per share (the "Common Stock"), which may be
issued to the stockholders of VDC Corporation Ltd., the Corporation's parent
company organized under the laws of the Commonwealth of Bermuda (the "Parent"),
in connection with the merger (the "Domestication Merger") of the Parent with
and into the Corporation pursuant to an Agreement and Plan of Merger (the
"Merger Agreement"); and (ii) shares of Common Stock which may issued to the
holders of Series A Convertible Preferred Stock and Series B Convertible
Preferred Stock, par value $.0001 per share, of the Corporation ("Preferred
Stock") upon the consummation of the Domestication Merger.
As counsel to the Corporation, we have examined such corporate records,
certificates and other documents as we considered to be relevant and necessary
to express the opinion hereinafter set forth. In our examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us, the conformity to original documents of all documents submitted
to us as certified or photostat copies, and the authenticity of the originals of
such latter documents.
We are admitted to the Bar of the Commonwealth of Pennsylvania and
express no opinion as to the laws of any other jurisdiction, except Delaware
corporate law.
On the basis of the foregoing and of our consideration of such other
legal and factual matters as we have deemed appropriate, we are of the opinion
that the Common Stock covered by the Registration Statement has been duly
authorized and, upon approval of the Domestication Merger by the stockholders of
the Corporation and the Parent, the filing of a certificate of merger with
respect to the Domestication Merger with the Secretary of State of Delaware, the
filing of a Certificate of Amalgamation with respect to the Domestication Merger
with the Registrar of Companies of Bermuda, and the consent to the Domestication
Merger by the Minister of Finance of Bermuda, the shares of Common Stock, when
issued in accordance with the terms of the Merger Agreement, will be validly
issued, fully paid and non-assessable.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
BY: /s/ Stephen M. Cohen
-------------------------
Stephen M. Cohen
