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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. 1)*
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
VDC Communications, Inc.
75 Holly Hill Lane
Greenwich, CT 06830
(203) 869-5100
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 7, 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 Section 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 Section 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 1,720,063
Owned by Each ----------------------------------------------------------
Reporting 8. Shared Voting Power
Person With
0
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9. Sole Dispositive Power
1,720,063
----------------------------------------------------------
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,720,063
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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)
8.0%
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14. Type of Reporting Person (See Instructions)
IN
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This Amendment No. 1 (the "Amendment No. 1") amends the Schedule 13D,
dated December 17, 1999 (the "Schedule D") filed by Frederick W. Moran ("Mr.
Moran"). Except as specifically amended hereby, the Schedule 13D 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:
<PAGE>
CUSIP No. 91821B 10 1 Page 3 of 5 Pages
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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 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, 1,720,063 shares of Common Stock (including a
right to acquire 63 shares upon demand from a trust), which shares constitute
8.0% of the issued and outstanding shares of Common Stock (based upon 21,523,132
shares of Common Stock outstanding on March 7, 2000 as represented by the Issuer
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: 32,500 shares of Issuer Common Stock on
the open market on February 25, 2000 at an average price of $2.6608 per share;
18,000 shares of Issuer Common Stock on the open market on February 28, 2000 at
a price of $2.75 per share; 11,400 shares of Issuer Common Stock on the open
market on February 29, 2000 at a price of $2.6250 per share; 122,000 shares of
Issuer Common Stock on the open market on March 6, 2000 at an average price of
$2.8355 per share; 25,000 shares of Issuer Common Stock on the open market on
March 6, 2000 at a price of $2.6250 per share; 60,517 shares of Issuer Common
Stock on the open market on March 7, 2000 at an average price of $2.9402 per
share; 10,000 shares of Issuer Common Stock on the open market on March 8, 2000
at a price of $3.625 per share; 500 shares of Issuer Common Stock on the open
market on March 8, 2000 at a price of $3.5625 per share; 19,500 shares of Issuer
Common Stock on the open market on March 8, 2000 at a price of $3.50 per share;
20,000 shares of Issuer Common Stock on the open market on March 8, 2000 at a
price of $3.25 per share; and 30,000 shares of Issuer Common Stock on the open
market on March 8, 2000 at a price of $3.1875 per share. The total number of
shares sold as referenced in this Item 5(c) is 349,417 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
<PAGE>
CUSIP No. 91821B 10 1 Page 4 of 5 Pages
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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) Not applicable.
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.
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.
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
Statement"), he would comply with the Plan of Distribution contained in the
Registration Statement.
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 this
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.
<PAGE>
CUSIP No. 91821B 10 1 Page 5 of 5 Pages
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Item 7. Material to Be Filed as Exhibits to Amendment No. 1 to the Schedule 13D
7. Letter to Frederick W. Moran dated January 20, 2000.
8. Certificate of Selling Security Holders dated October 25, 1999.
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.
March 9, 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)
EXHIBIT 7
ROGER DEXTER
39 Linda Lane
Bethel, Connecticut 06801
Telephone: (203) 797-1657 Facsimile: (914) 921-6410
January 20, 2000
VIA FACSIMILE: 212-284-2283 VIA FACSIMILE: 203-552-0908
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Mr. Frederick W. Moran Mr. Clayton F. Moran
Jefferies & Company VDC Communications, Inc.
520 Madison Avenue 75 Holly Hill Lane
New York, New York 10022 Greenwich, CT 06830
Re: Anne Moran Trust
Dear Gentlemen,
This letter will clarify the disposition of certain assets currently
held by the Anne Moran Trust (the "Trust") pursuant to a Trust Agreement dated
November 15, 1990.
The Trust currently owns 250 shares of VDC Communications, Inc. This
will confirm that Clayton F. Moran and Frederick W. Moran may each demand, at
any time, that I distribute, and I shall so distribute, 63 shares of VDC stock
to them.
The purpose of this letter is to clarify certain ambiguities that have
existed through the date of this letter regarding the disposition of said
shares.
Very truly yours,
/s/ Roger J. Dexter
Roger Dexter, Trustee
Anne Moran Trust
EXHIBIT 8
CERTIFICATE
OF
SELLING SECURITY HOLDERS
The Undersigned, being a Selling Security Holder identified in the
Preliminary Prospectus of VDC Communications, Inc. (the "Company") dated June 7,
1999 (the "Preliminary Prospectus"), does hereby provide the following
representations to the Company in connection with the public distribution of
securities covered by the Prospectus:
1) The Undersigned is or may be offering shares of Common Stock
for sale for his, her, or its own account, and not for the account of the
Company. The Company will not receive any proceeds from the sale of the shares
of Common Stock by the Undersigned;
2) The Undersigned has received the Section of the Preliminary
Prospectus entitled "Selling Security Holders" and finds the same, as it
pertains to the Undersigned, to be accurate;
3) The Undersigned agrees:
(a) not to effect any offers or sales of Common Stock other
than as specified in the Preliminary Prospectus, particularly, the "Plan of
Distribution" section thereof;
(b) to inform the Company of any sale of Common Stock at least
one business day prior to such sale;
(c) the Undersigned will engage in no distribution of shares
and other market making or other activities in violation of the Rules under the
Securities Exchange Act of 1934; and
(d) the Undersigned is aware that public sales of securities
covered by the Prospectus may only be made in accordance with Rule 10(a) (3) of
the Securities Act of 1933, as amended.
SELLING SECURITY HOLDER:
/s/ Frederick W. Moran
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Frederick W. Moran
10/25/99
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Date
