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As filed with the Securities and Exchange Commission on
September 3, 1998
Registration No. 333-35563
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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VASCO DATA SECURITY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
36-4169320
(I.R.S. Employer Identification No.)
1901 South Meyers Road, Suite 210
Oakbrook Terrace, Illinois 60181
(Address, including zip code, of Principal Executive Offices)
1997 VASCO DATA SECURITY INTERNATIONAL, INC.
STOCK OPTION PLAN
(Full title of the plan)
T. KENDALL HUNT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
1901 South Meyers Road, Suite 210
Oakbrook Terrace, Illinois 60181
(630) 932-8844
(Name, address and telephone number, including area code, of
agent for service)
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Calculation of Registration Fee
Title of Proposed
securities to be Amount to be Maximum Price
be registered(1) Registered(1) Per Share(2)
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Common Stock, 5,000,000 $4.0625
$.001 par value
Proposed
Maximum
Aggregate Amount of
Offering Registration
Price(2) Fee
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$20,312,500 $5,992.19
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(1) This registration statement (the "Registration
Statement") covers shares of the Common Stock, $.001 par value
(the "Common Stock"), of VASCO Data Security International, Inc. the
"Company"), which may be offered and sold from time to time pursuant
to the 1997 VASCO Data Security International, Inc. Stock Option Plan,
as amended (the "Plan")(5,000,000 shares). Pursuant to Rule 416(a),
the number of shares being registered shall be adjusted to include any
additional shares which may become issuable as a result of stock splits,
stock dividends or similar transactions in accordance with the anti-
dilution provisions of the Plan.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule
457 solely for the purpose of calculating the registration fee,
based upon the average of the reported high and low sales prices
for shares of Common Stock on September 1, 1998, as reported on the
Over-the-Counter Bulletin Board.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Omitted as permitted pursuant to Rule 428 and Form S-8.
Item 2. Registrant Information.
Omitted as permitted pursuant to Rule 428 and Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION
STATEMENT AND NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents of VASCO Data Security International,
Inc., a Delaware corporation (the "Company"), filed with the
Securities and Exchange Commission (the "Commission"), are
incorporated by reference into this Registration Statement:
A. The description of the Company's Common Stock, $.001 par
value, contained in the Company's Registration Statement on Form S-4
(File No. 333-35563), filed with the Commission on September 12,
1997, including any other amendment or report filed for the purpose
of updating such description.
B. The Company's latest Annual Report on Form 10-K for the
fiscal year ended December 31, 1997;
C. The Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 1998;
D. The Company's Quarterly Report on Form 10-Q for the three
months ended June 30, 1998;
E. All reports and other documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered pursuant to
this Registration Statement have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or
deemed to be incorporated in this Registration Statement by
reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement or in any
other subsequently filed document which also is or is deemed to
be incorporated in this Registration Statement by reference
modifies or supersedes such statement. Any statement so modified
shall not be deemed in its unmodified form, and any statement so
superseded shall not be deemed, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("DGCL")
provides that a corporation may indemnify directors, officers,
employees and agents against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement in connection with
specified actions, suits, or proceedings whether civil, criminal,
administrative, or investigative (other than an action by or in the
right of the corporation -- a "derivative action"), if they acted in
good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. A similar standard is applicable in the
case of derivative actions, except that indemnification is permitted
only for expenses (including attorneys' fees) incurred in connection
with the defense or settlement of such action, and the statute
requires court approval before there can be any indemnification for
expenses where the person seeking indemnification has been found
liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote,
stockholder vote, agreement, or otherwise.
Article V of the Bylaws of Company provides that the Company
shall indemnify and hold harmless, to the fullest extent permitted by
applicable law as it presently exists or may hereafter be amended,
any person (an "Indemnitee") who was or is made or is threatened to
be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(a "proceeding"), by reason of the fact that he, or a person for whom
he is the legal representative, is or was a director or officer of
the Company or, while a director or officer of the Company, is or was
serving at the written request of the Company as a director, officer,
employee or agent of another corporation or of a partnership, joint
venture, trust, enterprise or nonprofit entity, including service
with respect to employee benefit plans, against all liability and
loss suffered and expenses (including attorneys' fees) reasonably
incurred by such Indemnitee. Notwithstanding the preceding sentence,
except as otherwise provided in Section 3 of Article V, the Company
shall be required to indemnify an Indemnitee in connection with a
proceeding (or part thereof) commenced by such Indemnitee only if the
commencement of such proceeding (or part thereof) by the Indemnitee
was authorized by the Board of Directors.
Section 102(b)(7) of the DGCL permits a corporation to provide
in its certificate of incorporation that a director of the
corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the
liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the DGCL
(relating to unlawful dividends or unlawful stock purchases or
redemptions), or (iv) for any transaction from which the director
derived an improper personal benefit.
Article SIXTH of the Company's Certificate of Incorporation
provides that a director of the Company shall not be liable to the
Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent such exemption
from liability or limitation thereof is not permitted under the
Delaware General Corporation Law. Any amendment, modification or
repeal of Article SIXTH shall not adversely affect any right or
protection of a director of the Company in respect of any act or
omission occurring prior to such amendment, modification or repeal.
The Company has a binder for directors' and officers' liability
insurance which provides for payment, on behalf of the directors and
officers of the Company and its subsidiaries, of certain losses of
such persons (other than matters uninsurable under law) arising from
claims, including claims arising under the Securities Act of 1933, as
amended, for acts or omissions by such persons while acting as
directors or officers of the Company and/or its subsidiaries as the
case may be.
Item 7. Exemption from Registration
Not applicable.
Item 8. Exhibits
Exhibit
Number Name of Exhibit
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5 Opinion of Schnader Harrison Segal & Lewis LLP
15 N/A
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Schnader Harrison Segal & Lewis LLP (Included in
Exhibit 5)
24 Powers of Attorney (included on signature page)
99 N/A
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement; notwithstanding the
foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if this Registration Statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Com-
mission such indemnification is against public policy as ex-
pressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Oakbrook Terrace, State of Illinois, on
September 3, 1998.
VASCO Data Security International, Inc.
By: /s/ T. KENDALL HUNT
T. Kendall Hunt,
Chairman of the Board, Chief
Executive Officer and President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED ON THE 3RD DAY
OF SEPTEMBER, 1998 BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED.
SIGNATURE TITLE
/s/ T. KENDALL HUNT
T. Kendall Hunt Chairman of the Board, Chief Executive
Officer, President and Director
/s/ GREGORY T. APPLE
Gregory T. Apple Vice President and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ FORREST D. LAIDLEY
Forrest D. Laidley Secretary and Director
/s/ ROBERT E. ANDERSON
Robert E. Anderson Director
/s/ MICHAEL P. CULLINANE
Michael P. Cullinane Director
/s/ MARIO R. HOUTHOOFT
Mario R. Houthooft Director
/s/ MICHAEL A. MULSHINE
Michael A. Mulshine Director
Exhibit 5.1
September 2, 1998
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: VASCO Data Security International, Inc.--Registration
Statement on Form S-8
Ladies and Gentlemen:
We have acted as securities counsel for VASCO Data Security
International, Inc., a Delaware corporation (the "Company"), in
connection with the preparation by the Company of a Registration
Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933 relating to the registration of 5,000,000
shares (the "Shares") of the Company's Common Stock, par value
$0.001 per share (the "Common Stock"), which may be offered from
time to time by the Company.
In connection with the preparation of the Registration
Statement, we have examined such documents, instruments, records,
certificates and matters as we have considered appropriate and
necessary to render this opinion. We have assumed for the
purpose of this opinion the authenticity of all documents
submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies, and the
genuineness of all signatures thereon.
Based on the foregoing and in reliance thereon, it is our
opinion that the issuance of the Shares have been duly authorized
and, after the Registration Statement becomes effective and after
any post-effective amendment required by law is duly completed,
filed and becomes effective (such Registration Statement as it
become effective, or, if required to be post-effectively amended,
then as it is so amended, is referred to hereinafter as the
"Final Registration Statement"), and when the applicable
provisions of "Blue Sky" or other state securities laws shall
have been complied with, and when the options are duly exercised
and Shares are issued and/or sold in accordance with the terms
described in the prospectus forming a part of the Final
Registration Statement, the Shares will be validly issued, fully
paid and nonassessable.
We hereby consent to the inclusion of our opinion as Exhibit
5.1 to the Registration Statement and further consent to the
references to this firm in the Registration Statement. In giving
this consent, we do not hereby admit that we are in the category
of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the
Commission thereunder.
This opinion is rendered solely for your benefit in
accordance with the subject transaction and is not to be
otherwise used, circulated, quoted or referred to without our
prior written consent. This opinion is limited to the laws of
the State of Delaware and the federal laws of the United States.
Very truly yours,
/s/
SCHNADER HARRISON SEGAL & LEWIS LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our reports dated March 13, 1998 with
respect to the consolidated balance sheets of VASCO CORP. and
subsidiaries as of December 31, 1996 and 1997, and the related
statements of operations, stockholders' equity (deficit), and cash
flows, and related schedule for each of the years in the three-year
period ended December 31, 1997, incorporated by reference in this
registration statement on Form S-8.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
September 3, 1998