UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 28, 2004
Commission File Number 0-21511
V-ONE CORPORATION
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(Exact name of registrant)
DELAWARE 52-1953278
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(State of incorporation) (I.R.S. Employer Identification No.)
20300 CENTURY BLVD., SUITE 200, GERMANTOWN, MARYLAND 20874
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(Address of principal executive offices and zip code)
(301) 515-5200
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(Registrant's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
C.F.R. 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
C.F.R. 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 C.F.R. 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 C.F.R. 240.13e-4(c))
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Item 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION
The Merger Agreement for the anticipated merger of V-ONE Corporation (the
"Company") and SteelCloud, Inc. required that the Company's outstanding 7%
Subordinated Convertible Notes be cancelled and converted into the right to
receive specified merger consideration and that all related note instruments be
terminated without any obligation of the note holders or the Company. In
contemplation of the merger, the Company and the note holders executed
agreements effecting the note cancellation, which agreements provided that the
note cancellation would be void if the merger was not consummated. On September
28, 2004, the Company and SteelCloud, Inc. terminated the Merger Agreement and
consequently, the Company's 7% Subordinated Convertible Notes remain
outstanding.
The Company is currently in default on the interest payable on the 7%
Subordinated Convertible Notes in the amount of $42,000. The holders have not
made any formal claims for payment and the Company currently is seeking an
extension of time for the payment of interest.
The 7% Subordinated Convertible Notes also provide that the Company will be in
default if the Registration Statement providing for the resale of shares of
Common Stock issuable upon conversion of the notes is not declared effective by
the Securities and Exchange Commission within 180 days of February 27, 2004. The
Company timely filed the Registration Statement and is currently responding to
comments from the Securities and Exchange Commission. However, due to
unanticipated circumstances, the Registration Statement has not yet been
declared effective by the Securities and Exchange Commission.
In such events of default, the note holders may demand that the Company pay
interest on the outstanding principal balance of the notes at the lesser of 12%
and the maximum applicable legal rate per annum from the date of the event of
default until such default is cured. If such events of default continue, the
note holders may at their option, (i) declare the entire unpaid principal
balance of the notes, together with accrued and unpaid interest, due and
payable, (ii) demand that the principal amount of the notes then outstanding and
all accrued and unpaid interest thereon be converted into shares of Common
Stock, or (iii) exercise or otherwise enforce any one or more of their rights
under the notes and related agreements. The note holders have not made any such
demands or declarations.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
This document may contain statements, estimates or projections that constitute
"forward-looking" statements as defined under U.S. federal securities laws.
Generally the words "believe," "expect," "intend," "estimate," "anticipate,"
"project," "will" and similar expressions identify forward-looking statements,
which generally are not historical in nature. By their nature, forward-looking
statements are subject to risks and uncertainties that could cause actual
results to differ materially from our historical experience and our present
expectations or projections. A list and description of some of the risks and
uncertainties can be found in our reports filed with the Securities and Exchange
Commission from time to time, including our annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K. You should not
place undue reliance on forward-looking statements, which speak only as of the
date they are made. Except to the extent otherwise required by federal
securities laws, we do not undertake to publicly update or revise any
forward-looking statements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
V-ONE CORPORATION
Dated: November 12, 2004 By: /s/ Margaret E. Grayson
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Margaret E. Grayson
President and Chief Executive Officer