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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. 2)*
VDC Communications, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
91821B 10 1
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(CUSIP Number)
Frederick W. Moran
Jefferies & Company
520 Madison Avenue
New York, NY 10022
(212) 284-2262
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 4, 2000
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(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-1(g), check the
following box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.204.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting 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
to be "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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
<PAGE>
CUSIP No. 91821B 10 1 Page 2 of 5 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Frederick W. Moran
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
Not applicable
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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
U.S.A.
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Number of 7. Sole Voting Power
Shares Bene-
ficially by 1,200,063(1)
Owned by Each --------------------------------------------------------------
Reporting 8. Shared Voting Power
Person With
0
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9. Sole Dispositive Power
1,200,063(1)
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,200,063(1)
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12. Check 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)
4.9%(2)
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14. Type of Reporting Person (See Instructions)
IN
(1) Includes 63 shares that Mr. Moran has the right to acquire upon demand
from a trust.
(2) After giving effect to the acquisition of 63 shares from trust.
This Amendment No. 2 (the "Amendment No. 2") amends the Schedule 13D,
dated December 17, 1999 (the "Schedule 13D") filed by Frederick W. Moran ("Mr.
Moran"), as amended by Amendment No. 1 to Schedule 13D, dated March 9, 2000 (the
<PAGE>
CUSIP No. 91821B 10 1 Page 3 of 5 Pages
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"Amendment No. 1"). Except as specifically amended hereby, the Schedule 13D, as
heretofore amended, remains in full force and effect.
Defined terms herein shall have the meaning specified in the Schedule
13D, except as provided herein.
Item 4 of the Schedule 13D is amended hereby in its entirety to read:
Item 4. Purpose of the Transaction
Mr. Moran acquired the shares of Common Stock in the transactions set
forth in Item 3 of the Schedule 13D for personal investment.
Except as set forth below, Mr. Moran does not have any present plans or
proposals which relate to, or would result in: (a) an acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the
Issuer; (b) an extraordinary 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 the assets of the Issuer or any of its
subsidiaries; (d) any change in the present Board of Directors (the "Board") or
management of the Issuer; (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) any 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) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer 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 the
Act; or (j) any action similar to those enumerated above.
Mr. Moran expects to dispose of a portion of his holdings of Issuer
Common Stock from time to time in open market transactions or otherwise. As
described in Item 5, Mr. Moran has begun making sales. In addition, Mr. Moran
may, or may not, participate in future Issuer private placement transactions. In
addition to as specified above, Mr. Moran reserves the right to acquire or sell
securities of the Issuer to the extent he deems advisable in light of market
conditions and other factors.
Item 5 of the Schedule 13D is amended hereby in its entirety to read:
Item 5. Interest in Securities of the Issuer
(a-b) Mr. Moran is the beneficial owner of, and has sole dispositive
voting power with respect to, 1,200,063 shares of Common Stock (including a
right to acquire 63 shares upon demand from a trust), which shares constitute
4.9% of the issued and outstanding shares of Common Stock (based upon 24,398,029
shares of Common Stock outstanding on September 25, 2000 as represented by the
Issuer in a Registration Statement on Form S-3 (No. 333-46694) plus 63 shares
Mr. Moran may acquire upon demand from a trust). Mr. Moran does not share voting
or dispositive power with respect to said shares.
(c) Mr. Moran disposed of: 221,500 shares of Issuer Common Stock
on the open market on October 5, 2000 at a price of $0.25 per share; 85,000
shares of Issuer Common Stock on the open market on October 4, 2000 at a price
of $0.3265 per share; 17,500 shares of Issuer Common Stock on the open market on
October 3, 2000 at a price of $0.50 per share; 50,000 shares of Issuer Common
Stock on the open market on September 29, 2000 at a price of $0.50 per share;
20,000 shares of Issuer Common Stock on the open market on September 28, 2000 at
a price of $0.50 per share; 1,000 shares of Issuer Common Stock on the open
market on September 18, 2000 at a price of $0.8750; 10,000 shares of Issuer
Common Stock on the open market on September 14, 2000 at a price of $0.8750 per
share; 2,500 shares of Issuer Common Stock on the open market on September 13,
2000 at a price of $0.8750 per share; 1,000 shares of Issuer Common Stock on the
open market on September 12, 2000 at a price of $0.8750 per share; 25,800 shares
<PAGE>
CUSIP No. 91821B 10 1 Page 4 of 5 Pages
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of Issuer Common Stock on the open market on September 7, 2000 at a price of
$0.8750 per share; 76,700 shares of Issuer Common Stock on the open market on
September 6, 2000 at a price of $0.8751 per share; and 9,000 shares of Issuer
Common Stock on the open market on September 5, 2000 at an average price of
$0.9514 per share. The total number of shares sold as referenced in this Item
5(c) is 520,000 shares of Issuer Common Stock. Other than as described in this
Item 5(c), Mr. Moran has not effected any transactions in the securities of the
Issuer during the past sixty (60) days.
(d) Sixty-three shares, the beneficial ownership of which is
attributed to Mr. Moran, are held by a trust. The trustee of this trust had
indicated to Mr. Moran that the trustee will distribute these shares to Mr.
Moran upon Mr. Moran's demand. However, since these shares are currently held in
the trust, the trustee arguably has the right to receive and the power to direct
the receipt of dividends from, and the proceeds from the sale of, these
sixty-three shares. Other than as described in this Item 5(d), no persons, other
than Mr. Moran, have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares owned by Mr. Moran.
(e) Mr. Moran ceased to be a beneficial owner of more than five
percent of Issuer Common Stock on October 5, 2000.
Item 6 of the Schedule 13D is amended hereby in its entirety to read:
Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to
Securities Holder
The information set forth in Item 3 of the Schedule 13D is hereby
incorporated by reference. Copies of the Merger Agreement and the Amendment are
attached to the Schedule 13D as Exhibit 1 and 2, respectively.
Mr. Moran may, or may not, participate in future Issuer private
placement transactions.
Mr. Moran understands that on or about September 27, 2000 the Issuer
filed with the Securities and Exchange Commission a Registration Statement on
Form S-3 (No. 333-46694) with respect to the registration of Issuer Common Stock
for resale held by Mr. Moran and certain other stockholders of the Issuer.
In a letter dated January 20, 2000, the trustee of the Anne Moran Trust
sent a letter to Mr. Moran indicating that upon Mr. Moran's demand, the trustee
would distribute 63 shares of Issuer Common Stock to Mr. Moran from the trust.
Mr. Moran understands that on or about November 8, 1999, the Issuer
filed with the Securities and Exchange Commission an Amendment No. 1 to a
Registration Statement on Form S-1 (No. 333-80107) with respect to the
registration of Issuer Common Stock for resale held by Mr. Moran and certain
other stockholders of the Issuer.
On October 27, 1999, Mr. Moran entered into a Securities Purchase
Agreement with the Issuer pursuant to which Mr. Moran purchased 666,667 shares
of Issuer Common Stock at a price of $.75 per share. Also on October 27, 1999,
in connection with the same transaction, Mr. Moran entered into a Registration
Rights Agreement with the Issuer. The Registration Rights Agreement provided for
piggyback registration rights upon offerings by the Issuer (subject to standard
and customary underwriter scale-back provisions and other restrictions) with all
registration expenses, subject to certain limitations, to be paid by the Issuer.
On October 25, 1999, Mr. Moran signed a Certificate of Selling Security
Holders which provided, among other things, that to the extent he sold shares of
his included in a Registration Statement on Form S-1 (the "Registration
<PAGE>
CUSIP No. 91821B 10 1 Page 5 of 5 Pages
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Statement"), he would comply with the Plan of Distribution contained in the
Registration Statement.
Mr. Moran understands that on or about June 7, 1999, the Issuer filed
with the Securities and Exchange Commission a Registration Statement on Form S-1
(No. 333-80107) with respect to the registration of Issuer Common Stock for
resale held by Mr. Moran and certain other stockholders of the Issuer.
On December 23, 1998, Mr. Moran entered into a Securities Purchase
Agreement with the Issuer pursuant to which Mr. Moran purchased 100,000 shares
of Issuer Common Stock at a price of $3.625 per share. The Securities Purchase
Agreement contained registration rights providing that the Issuer shall use
reasonable best efforts to file a registration statement within 120 days of
closing in which the shares subject to the Securities Purchase Agreement are
included (subject to standard and customary underwriter scale-back provisions
and other restrictions) with all registration expenses to be paid by the Issuer.
On May 27, 1998, Mr. Moran entered into a Securities Purchase Agreement
with VDC Corporation Ltd. (predecessor to Issuer)("VDC") pursuant to which Mr.
Moran purchased 100,000 shares of VDC common stock at a price of $6.00 per
share. The Securities Purchase Agreement contained registration rights providing
that the Issuer shall use best efforts to file a registration statement within
90 days of closing in which the shares subject to the Securities Purchase
Agreement are included (subject to standard and customary underwriter scale-back
provisions and other restrictions) with all registration expenses to be paid by
VDC.
The descriptions of the above contracts and agreements do not purport
to be complete and are qualified in their entirety by reference to the
appropriate complete contract or agreement attached as an Exhibit to the
Amendment No. 1 or the Schedule 13D. Such Exhibits are incorporated in this Item
6 in their entirety to supplement the appropriate reference or description
above.
Item 7. Material to Be Filed as Exhibits to Amendment No. 2 to the Schedule 13D
None.
Signature
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.
October 6, 2000
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Date
/s/Frederick W. Moran
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Signature
Frederick W. Moran
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Name/Title
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
