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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): August 11, 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)
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Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On August 11, 2004, V-ONE Corporation, a Delaware corporation ("V-ONE"),
issued a press release announcing that it had entered into an Agreement and Plan
of Merger (the "Merger Agreement") among SteelCloud, Inc., a Virginia
corporation ("SteelCloud"), SCLD Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of SteelCloud ("Merger Sub"), and V-ONE. In accordance
with the Merger Agreement, at the effective time of the merger, Merger Sub will
merge with and into V-ONE and V-ONE will become a wholly-owned subsidiary of
SteelCloud.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and a
copy of the press release is attached hereto as Exhibit 99.1 and both are
incorporated herein by reference. This summary is qualified in its entirety by
reference to the exhibits attached hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated August 11, 2004
99.1 Press release dated August 11, 2004
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.
SIGNATURES
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: August 11, 2004 By: /S/ Margaret E. Grayson
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Margaret E. Grayson
President and Chief Executive Officer