As filed with the Securities and Exchange Commission on May 13, 2004
Registration No. _________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
V-ONE Corporation
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(Exact name of registrant as specified in its charter)
Delaware 52-1953278
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20300 Century Boulevard, Suite 200
Germantown, Maryland 20874
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(Address of principal executive offices) (zip code)
V-ONE Corporation
1998 Amended Incentive Stock Plan
---------------------------------
(Full title of plan)
Margaret E. Grayson
President and Chief Executive Officer
20300 Century Boulevard, Suite 200
Germantown, Maryland 20874
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(Name and address of agent for service)
(301) 515-5200
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(Telephone number of agent for service)
Copy to:
Thomas F. Cooney, Esq.
Alissa A. Parisi, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
CALCULATION OF REGISTRATION FEE
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================================================================================
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to offering aggregate registration
to be registered be registered price per offering price fee
share
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Common stock, 1,000,000 $0.264 (1) $264,000 (1) $33.45
$0.001 par value shares
per share
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____________________
(1) Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the
average of the high and low sales prices for the Registrant's Common
Stock reported on the "Pink Sheets" by the National Quotation Bureau,
Inc. on May 10, 2004.
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DOCUMENTS INCORPORATED BY REFERENCE
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
registration statement of V-ONE Corporation relating to the 1998 Incentive Stock
Plan, as amended, is effective. Pursuant to General Instruction E of Form S-8,
V-ONE Corporation's Registration Statements Nos. 333-52909 and 333-38918 are
incorporated herein by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following are filed herewith as part of this Registration Statement:
Exhibit No. Exhibit
----------- -------
5 Opinion of Kirkpatrick & Lockhart LLP, as to the legality
of the securities being registered
23.1 Consent of Aronson & Company, independent auditors
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 The consent of Kirkpatrick & Lockhart LLP, to the use of
their opinion as an exhibit to this Registration Statement
is included in their opinion filed herewith as Exhibit 5
24 Power of Attorney (see page 5)
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Germantown, State of Maryland, on this 11th day of
May, 2004.
V-ONE CORPORATION
By: /s/ Margaret E. Grayson
-----------------------
Margaret E. Grayson
President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William E. Odom and Margaret E. Grayson,
and each of them, his or her attorney-in-fact, with power of substitution, for
him or her in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his or her substitute or substitutes, may do or cause to be done by virtue
hereof.
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.
Signature Title Date
--------- ----- ----
President,
/s/ Margaret E. Grayson Chief Executive Officer,
----------------------- Principal Financial Officer,
Margaret E. Grayson Principal Accounting Officer May 11, 2004
and Director
/s/ Molly G. Bayley
------------------- Director May 7, 2004
Molly G. Bayley
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Signature Title Date
--------- ----- ----
/s/ Heidi B. Heiden
------------------- Director May 10, 2004
Heidi B. Heiden
/s/ William E. Odom
------------------- Director May 7, 2004
William E. Odom
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EXHIBIT INDEX
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit No. Description
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5 Opinion of Kirkpatrick & Lockhart LLP, as to
the legality of the securities being
registered
23.1 Consent of Aronson & Company, independent
auditors
23.2 Consent of Ernst & Young LLP, independent
auditors
23.3 The consent of Kirkpatrick & Lockhart LLP, to
the use of their opinion as an exhibit to
this Registration Statement is included in
their opinion filed herewith as Exhibit 5
24 Power of Attorney (see page 5)
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