-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UpaEcDfmBk1wuG9qfbhjzJP+PH3lR6KNAzebQbQmg2TvGzBiGRWtlPMK0oj6ACZz hBSgnBL2YANztQJ6Rn+iEA== 0000898432-04-000747.txt : 20040929 0000898432-04-000747.hdr.sgml : 20040929 20040929120603 ACCESSION NUMBER: 0000898432-04-000747 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040928 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040929 DATE AS OF CHANGE: 20040929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: V ONE CORP/ DE CENTRAL INDEX KEY: 0001008946 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 521953278 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21511 FILM NUMBER: 041051784 BUSINESS ADDRESS: STREET 1: 20250 CENTURY BOULEVARD STREET 2: SUITE 300 CITY: GERMANTOWN STATE: MD ZIP: 20874 BUSINESS PHONE: 3015155200 MAIL ADDRESS: STREET 1: 20250 CENTURY BOULEVARD STREET 2: SUITE 300 CITY: GERMANTOWN STATE: MD ZIP: 20874 FORMER COMPANY: FORMER CONFORMED NAME: VIRTUAL OPEN NETWORK ENVIRONMENT CORP/ DATE OF NAME CHANGE: 19970122 8-K 1 form8k.txt - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------- 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 ----------------- (Exact name of registrant) Delaware 52-1953278 -------- ---------- (State of incorporation) (I.R.S. Employer Identification No.) 20300 Century Blvd., Suite 200, Germantown, Maryland 20874 ---------------------------------------------------------- (Address of principal executive offices and zip code) (301) 515-5200 -------------- (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)) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. On September 29, 2004, V-ONE Corporation ("V-ONE") and SteelCloud, Inc. ("SteelCloud") issued a press release announcing that they have terminated the Agreement and Plan of Merger dated August 11, 2004 ("Merger Agreement") by and among V-ONE, SteelCloud and SCLD Acquisition Corp., a wholly owned subsidiary of SteelCloud, and related agreements. The companies have signed a Termination Agreement whereby they released each other from any further obligations with respect to the Merger Agreement and the anticipated merger. A copy of the Termination Agreement is attached hereto as Exhibit 10.1 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 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 10.1 Termination Agreement dated September 28, 2004 99.1 Press release dated September 29, 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: September 29, 2004 By: /s/ Margaret E. Grayson ------------------------------------- Margaret E. Grayson President and Chief Executive Officer EX-10.1 2 ex_10-1.txt EX. 10.1 TERMINATION AGR. EXECUTION COPY MUTUAL TERMINATION AGREEMENT This MUTUAL TERMINATION AGREEMENT dated September 28, 2004 (the "AGREEMENT") is made and entered into by and among SteelCloud, Inc., a company organized under the laws of the Commonwealth of Virginia ("STEELCLOUD"), SCLD Acquisition Corp., a Delaware corporation and wholly owned subsidiary of SteelCloud ("MERGECO"), and V-ONE Corporation, a Delaware corporation ("V-ONE"). SteelCloud, Mergeco, V-ONE are collectively referred to as the "PARTIES" and each individually as a "PARTY." SteelCloud, Mergeco and their officers, directors, security-holders, affiliates, agents and representatives are at times collectively referred to herein as the "STEELCLOUD GROUP" and V-ONE and its officers, directors, security-holders, affiliates, agents and representatives are at times collectively referred to herein as the "V-ONE GROUP." All capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement (as hereinafter defined). WHEREAS, on August 11, 2004, SteelCloud, Mergeco and V-ONE entered into an Agreement and Plan of Merger (the "MERGER AGREEMENT"); WHEREAS, the Merger Agreement provided for a tax-free issuance of securities pursuant to the provisions of Section 368(a) of the Internal Revenue Code, whereby SteelCloud was to acquire 100% of the capital stock of V-ONE through the merger of Mergeco with and into V-ONE (the "MERGER") pursuant to which the separate corporate existence of Mergeco was to cease and V-ONE would continue unimpaired as the surviving corporation of such Merger as a wholly owned subsidiary of SteelCloud; WHEREAS, in consideration of the Merger, the receipt by SteelCloud of all of the issued and outstanding common stock of V-ONE, the conversion of all of the issued and outstanding shares of Series C Preferred Stock of V-ONE, the conversion of all of the issued and outstanding shares of Series D Preferred Stock of V-ONE, and the conversion of all of the outstanding 7% notes due February 27, 2009 of V-ONE in an aggregate unpaid principal and accrued interest amount as of August 11, 2004 of $1,222,167, SteelCloud agreed to issue to the security-holders of V-ONE that number of shares of SteelCloud common stock and five-year warrants to purchase additional shares of SteelCloud common stock as provided in the Merger Agreement; WHEREAS, the Merger Agreement provided that at the Effective Time all of the officers and directors of V-ONE would be replaced by persons designated by SteelCloud; WHEREAS, in connection with the Merger Agreement, the Parties and certain related parties also entered into, or agreed to enter into, as the case may be, the Cancellation Agreement for Series C Preferred Stock Warrants, Cancellation Agreement for Series D Convertible Preferred Stock Warrants, the Cancellation and Termination Agreement for 7% Subordinated Convertible Notes and Warrants, the Grayson Employment Agreement, the Voting and Subordination Agreements entered into by and among SteelCloud and the holders of the Series C Preferred Stock and the Voting and Subordination Agreements entered into by and among SteelCloud and the holders of the Series D Preferred Stock which agreements, together with the Merger Agreement, are collectively referred to herein as the "TRANSACTION Documents." WHEREAS, the Board of Directors of each of SteelCloud and V-ONE has determined that it is in the best interests of all Parties to terminate the Transaction Documents and to release each other from all duties, rights, claims, causes of action, obligations and liabilities arising from, in connection with or relating to the Transaction Documents, all as provided herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: 1. AGREEMENT TO TERMINATE. Subject to the terms and conditions set forth herein, the Parties agree, concurrently with the Termination Closing (as defined herein) to terminate the Transaction Documents and the Transaction Documents will be terminated and of no further force and effect as of the Termination Closing pursuant to Section 8.1 of the Merger Agreement. Additionally, on the Termination Closing Date (as defined herein), the Parties shall take all actions that counsel to the Parties reasonably deem necessary to render the Merger Agreement and the other Transaction Documents null and void AB INITIO. 2. TERMINATION CLOSING. The closing ("TERMINATION CLOSING") of the transactions contemplated by Section 1 of this Agreement shall take place at the offices of Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP, 101 E. 52nd Street, 9th Floor, New York, New York 10022 at 2:00 p.m. on September 28, 2004 or at such other time and place as the Parties may agree ("TERMINATION CLOSING DATE"). 3. APPROVAL. This Agreement has been approved by the board of directors of each of SteelCloud and V-ONE. 4. NO OBLIGATION. Upon execution hereof, each of the Parties acknowledges that no Party shall have any further obligations to any other Party herein other than as set forth in this Agreement. 5. CONFIDENTIAL INFORMATION. Unless otherwise agreed to in writing by the Party disclosing (or whose representatives disclosed) the same (a "DISCLOSING PARTY"), each Party (a "RECEIVING PARTY") (a) will, and will cause its affiliates, directors, officers, employees, agents and controlling persons (such affiliates and other persons with respect to any Party being collectively referred to as such Party's "REPRESENTATIVES") to keep all Confidential Information (as defined herein) of the Disclosing Party in strict confidence and not disclose or reveal any such Confidential Information to any person other than those Representatives of the Receiving Party who participated in effecting the transactions contemplated in the Merger Agreement, (b) used, and caused its Representatives to use, such Confidential Information only in connection with consummating the transactions contemplated in the Merger Agreement and enforcing the Receiving Party's rights thereunder, and (c) did not and will not use, and caused or will cause its Representatives not to use, Confidential Information in any manner detrimental to the Disclosing Party. In the event that a Receiving Party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the Disclosing Party, the Receiving Party will provide the Disclosing Party with prompt notice of such request(s) to enable the Disclosing Party to seek an appropriate protective order. A Party's obligations hereunder with respect to Confidential Information that (a) is disclosed to a third party with the Disclosing Party's written approval, (b) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (c) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (b) and (c) above to the Receiving Party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. Each Receiving Party has returned all Confidential Information to the Disclosing Party that delivered such Confidential Information or has destroyed all such Confidential Information and has destroyed summaries, analyses or extracts prepared by it or its Representatives. For purposes of this Section 5, "CONFIDENTIAL INFORMATION" of a Party means all confidential or proprietary information about such Party that is furnished by it or its Representatives to the other Party or the other Party's Representatives, regardless of the manner in which it is furnished. "Confidential Information" does not include, however, information which (a) has been or in the future is published or is now or in the future is otherwise in the public domain through no fault of the Receiving Party or its Representatives, (b) was available to the Receiving Party or its Representatives on a non-confidential basis prior to its disclosure by the Disclosing Party, (c) becomes available to the Receiving Party or its Representatives on a non-confidential basis from a person other than the Disclosing Party or its Representatives who is not otherwise bound by a confidentiality agreement with the Disclosing Party or its Representatives, or is not otherwise prohibited from transmitting the information to the Receiving Party or its Representatives, or (d) is independently developed by the Receiving Party or its Representatives through persons who have not had, either directly 2 or indirectly, access to or knowledge of such information. Nothing contained in this Section 5 shall be construed to limit a Receiving Party's right to independently develop or acquire products without use of the Disclosing Party's Confidential Information. 6. NO MATERIAL CHANGE. Each Party hereto represents that since the execution of the Merger Agreement, there has been no material change in its financial condition, financial developments or business that has not been disclosed to the other Parties, nor is there a transaction pending the consummation of which would be reasonable likely to cause a material change in its financial condition, financial developments or business that has not been disclosed to the other Parties. 7. EXPENSES. Each Party shall bear all of its own costs and expenses incurred in connection with the Transaction Documents and the transactions contemplated thereby. 8. NON-SOLICITATION OF EMPLOYEES. Except as is consistent with each Party's standard recruitment practice which may include solicitation of employees through employment agencies, advertisements in newspapers, magazines, trade journals or the Internet, for a period of two (2) years from the date hereof, no Party shall, without the other Party's prior written consent, solicit any employee of the other Party to leave the other Party's employ in order to accept employment with the soliciting Party or any other person. 9. MUTUAL RELEASES. (i) BY V-ONE. On the Termination Closing Date, V-ONE, for itself and on behalf of each of the members of the V-ONE Group, does hereby jointly and severally forever discharge and release each of the members of the SteelCloud Group from any and all claims, damages, actions, judgments, obligations, attorneys' fees, indemnities, subrogations, duties, demands, controversies and liabilities of every nature at law or in equity, liquidated, or unliquidated, known or unknown, matured or unmatured, foreseeable or unforeseeable, which V-ONE or the members of the V-ONE Group, or any of them, had or have arising out of any circumstance, thing, or event alleged, or arising out of the Transaction Documents and any ancillary agreement or instrument entered into pursuant thereto, and any and all other matters of any nature whatsoever, including without limitation any and all past, present, pending or threatened litigation. (ii) BY STEELCLOUD AND MERGECO. On the Termination Closing Date, SteelCloud, for itself and on behalf of each of the members of the SteelCloud Group (other than Mergeco), and Mergeco, do hereby jointly and severally forever discharge and release each of the members of the V-ONE Group from any and all claims, damages, actions, judgments, obligations, attorneys' fees, indemnities, subrogations, duties, demands, controversies and liabilities of every nature at law or in equity, liquidated, or unliquidated, known or unknown, matured or unmatured, foreseeable or unforeseeable, which SteelCloud, the members of the SteelCloud Group (other than Mergeco), or Mergeco, or any of them, had or have arising out of any circumstance, thing, or event alleged, or arising out of the Transaction Documents and any ancillary agreement or instrument entered into pursuant thereto, and any and all other matters of any nature whatsoever, including without limitation any and all past, present, pending or threatened litigation. (iii) EXTENT OF RELEASES. Each of the Parties understands and agrees that the mutual releases set forth above extend to all claims of every kind, nature and description whatsoever, known or unknown, suspected or unsuspected. 10. PUBLICITY AND DISCLOSURE. Each of SteelCloud and V-ONE shall file a Form 8-K with the Securities and Exchange Commission to describe the terms of this Agreement, substantially in the forms attached hereto as EXHIBIT 1 AND EXHIBIT 2. Immediately after the Termination Closing, SteelCloud and V-ONE shall issue a joint press release disclosing the termination of the Transaction Documents, substantially in the form attached hereto as EXHIBIT 3. Except as required by law, no other press releases shall be issued regarding the termination of the Transaction Documents by any Party without the prior written consents of the other Parties. 3 11. REPRESENTATIONS OF THE PARTIES. Each Party represents to the other that it has all requisite power and authority to execute and perform its obligations under this Agreement; that it has taken all necessary action to authorize such execution, delivery and performance; that such execution, delivery and performance does not violate or conflict with any law applicable to it, any provision of its charter or bylaws, or any order or judgment or order of any court or other agency of government applicable to it and that it has obtained any and all consents necessary such that this Agreement, when executed, will constitute the legal, valid and binding obligation of the Parties, enforceable in accordance with its respective terms. 12. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supercedes all prior and contemporaneous agreements and understandings. This Agreement is binding upon and shall inure to the benefit of the Parties hereto and their legal representatives, successors and permitted assigns. This Agreement may not be assigned and, except as stated herein, may not be altered or amended except in writing executed by all of the Parties hereto. 13. GOVERNING LAW, DISPUTE RESOLUTION AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. All disputes, controversies or claims (disputes arising out of or relating to this Agreement shall in the first instance be the subject of a meeting between a representative of each Party who has decision-making authority with respect to the matter in question. Should the meeting either not take place or not result in a resolution of the dispute within twenty (20) business days following notice of the dispute to the other Party, then the dispute shall be resolved in a binding arbitration proceeding to be held in New York, New York, in accordance with the international rules of the American Arbitration Association. The Parties agree that a panel of three arbitrators shall be required. Any award of the arbitrators shall be deemed confidential information for a minimum period of five years. The arbitrators may award attorneys' fees and other arbitration related expense, as well as pre- and post-judgment interest on any award of damages, to the prevailing Party, in their sole discretion. 14. NOTICES. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally (by courier service or otherwise) or mailed, certified or registered mail with postage prepaid, or sent by confirmed telecopier, as follows: (a) If to SteelCloud or Mergerco: Steelcloud, Inc. 1306 Squire Court Dulles, VA 20166 Attention: Thomas P. Dunne Facsimile: (703) 450-0411 with a copy to: Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP 101 East 52nd Street, 9th Floor New York, New York 10022 Attention: Jay M. Kaplowitz, Esq. Facsimile: (212) 980-5192 (b) If to V-ONE: V-ONE Corporation 20300-Century Blvd Suite 200 4 Germantown, MD 20874 Attention: Margaret Grayson Facsimile: (301) 916-8459 with a copy to: Kirkpatrick & Lockhart, LLP 1800 Massachusetts Avenue, NW Washington, DC 20036-1800 Attention: Alan J. Berkeley Facsimile: (202) 778-9100 or to such person or address as any Party shall specify by notice in writing to the other Party. Any such notice shall be deemed to have been given (a) upon actual delivery, if delivered by hand, (b) on the third (3rd) business day following deposit of such notice, properly addressed with postage prepaid, with the United States Postal Service if mailed by registered or certified mail, return receipt requested, or (c) upon sending such notice, if sent via facsimile, with confirmation of receipt, except that any notice of change of address shall be effective only upon actual receipt thereof. 15. COUNTERPARTS. This Agreement may be executed in counterparts, all of which, when taken together, shall constitute the entire Agreement. 16. SEVERABILITY. The provisions of this Agreement shall be severable, so that the unenforceability, validity or legality of any one provision shall not affect the enforceability, validity or legality of the remaining provisions thereof. 17. JOINT DRAFTING. This Agreement shall be deemed to have been drafted jointly by the Parties hereto, and no inference or interpretation against any Party shall be made solely by virtue of such Party allegedly having been the draftsperson of the Agreement. [SIGNATURES ON FOLLOWING PAGE] 5 IN WITNESS WHEREOF, the Parties have made and executed this Agreement as of the day and year first above written. STEELCLOUD, INC. V-ONE CORPORATION By: By: ---------------------------- ----------------------------- Name: Name: Title: Title: SCLD ACQUISITION CORP. By: ---------------------------- Name: Title: 6 EX-99.1 3 ex_99-1.txt EX. 99.1 PRESS RELEASE STEEL CLOUD 1306 Squire Court, Dulles, VA 20166, 703-450-0400, FAX 703-450-0406 E-mail: info@steelcloud.com, www.steelcloud.com ------------------ FOR INVESTOR OR MARKETING INFORMATION CONTACT: WILLIAM D. HUGHES AT 703-450-0400, EXT. 5124 FOR FINANCIAL INFORMATION PLEASE ACCESS OUR WEB SITE AT WWW.STEELCLOUD.COM V-ONE MEDIA/IR CONTACT: JIMMY CAPLAN, EISENBERG COMMUNICATIONS, 805-687-8885 PRESS RELEASE For Immediate Distribution STEELCLOUD AND V-ONE TERMINATE DEFINITIVE MERGER AGREEMENT Dulles, VA and Germantown, MD - September 29, 2004 - SteelCloud, Inc. (Nasdaq: SCLD) and V-ONE Corporation (OTCPK: VNEC) today announced that they have terminated the Agreement and Plan of Merger dated August 11, 2004 (Merger Agreement). The companies have signed a Termination Agreement whereby they mutually agreed to terminate the Merger Agreement and related agreements. Each company no longer has any further obligations to the other with respect to the anticipated merger. The Boards of Directors of both V-ONE and SteelCloud have determined it is in the best interests of their respective shareholders, customers, suppliers, and employees to terminate the Merger Agreement. "Over the past month, it became increasingly apparent that our market plans, company and shareholders would all be better served by continuing to invest in our own intellectual property and foregoing the dilution and significant cash requirements associated with the merger," said Thomas P. Dunne, SteelCloud Chairman and CEO. "We can now move surely into the network security market space with tighter market focus and clearly branded SteelCloud products." "During the period of merger negotiations and due diligence, V-ONE never lost sight of its responsibility to customers and shareholders, continuing business operations and developing new products to meet the requirements of the emerging security market for SSL VPN," said V-ONE CEO and President, Margaret E. Grayson. "We believe the company has adequate cash flow and sufficient new business opportunity to sustain operations in the limited near term. Management will now focus its efforts on pursuing interim and longer-range financing that will secure a stable base from which V-ONE's technology can achieve its full potential in the market." ABOUT STEELCLOUD SteelCloud is a leading provider of network security products, custom integration and professional IT services. The ISO 9001:2000 certified company develops security and server solutions in collaboration with some of the world's premiere software and technology companies. With a 17-year history of delivering sophisticated IT solutions to major corporate and public sector enterprises, the company has won numerous awards for technical excellence and customer services. SteelCloud's comprehensive engineering, product development, and support infrastructure provides a unique capability for rapidly developing cost effective, high performance network and security solutions. SteelCloud can be reached at 703-450-0400. Additional information is available at www.steelcloud.com. ABOUT V-ONE CORPORATION V-ONE's application layer SSL VPN security products are the most secure, cost effective and easiest to manage network solutions for the wireless, remote and satellite markets. These patented standards-based products work on all leading operating systems, boost satellite network speeds by 500% to 1500% over products using IP Security (IPSec) and enable secure remote access to an organization's VPN. V-ONE products have been deployed by U.S. government agencies charged with homeland security, including the FBI, NSA, and Departments of Defense, Justice and the Treasury. V-ONE's clients also include Fortune 500 and smaller companies in healthcare, banking & finance, transportation and high-tech. All rely upon V-ONE's 10-year proven track record for providing secure global VPN information sharing over the Internet, intranets, extranets and privately leased lines. For further information, please consult www.v-one.com. "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: EXCEPT FOR HISTORICAL INFORMATION, ALL OF THE STATEMENTS, EXPECTATIONS AND ASSUMPTIONS CONTAINED IN THE FOREGOING ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. IT IS POSSIBLE THAT THE ASSUMPTIONS MADE BY MANAGEMENT ARE NOT NECESSARILY THE MOST LIKELY AND MAY NOT MATERIALIZE. IN ADDITION, OTHER IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY INCLUDE THE FOLLOWING: BUSINESS CONDITIONS AND THE AMOUNT OF GROWTH IN THE COMPUTER INDUSTRY AND GENERAL ECONOMY; COMPETITIVE FACTORS; ABILITY TO ATTRACT AND RETAIN PERSONNEL, INCLUDING KEY SALES AND MANAGEMENT PERSONNEL; THE PRICE OF STOCK; AND THE RISK FACTORS SET FORTH FROM TIME TO TIME IN SEC REPORTS, INCLUDING BUT NOT LIMITED TO ANNUAL REPORTS ON FORM 10-K AND QUARTERLY REPORTS ON FORMS 10-Q; AND ANY REPORTS ON FORM 8-K. WE TAKE NO OBLIGATION TO UPDATE OR CORRECT FORWARD-LOOKING STATEMENTS. ### -----END PRIVACY-ENHANCED MESSAGE-----