-----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, SZpaNoyfB1QUZtvvsb7hwEYxE1LGqiEEdhuHEzvuSisj9tQdCXUga4ginBSq4kWN ZtjEVPPPcdMfa0vAs35c0A== 0000784961-00-000012.txt : 20000502 0000784961-00-000012.hdr.sgml : 20000502 ACCESSION NUMBER: 0000784961-00-000012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000501 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VDC COMMUNICATIONS INC CENTRAL INDEX KEY: 0000784961 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 061524454 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54351 FILM NUMBER: 615629 BUSINESS ADDRESS: STREET 1: 75 HOLLY HILL LANE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038695100 MAIL ADDRESS: STREET 1: 75 HOLLY HILL LANE CITY: GREENWICH STATE: CT ZIP: 06831 FORMER COMPANY: FORMER CONFORMED NAME: VDC CORP LTD DATE OF NAME CHANGE: 19960117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORAN FREDERICK A CENTRAL INDEX KEY: 0001100178 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O VDC COMMUNICATIONS INC STREET 2: 75 HOLLY HILL LN CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038695100 MAIL ADDRESS: STREET 1: C/O VDC COMMUNICATIONS INC STREET 2: 75 HOLLY HILL LN CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 OMB APPROVAL ------------ OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response ....14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* VDC Communications, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 91821B 10 1 - -------------------------------------------------------------------------------- (CUSIP Number) Frederick A. Moran VDC Communications, Inc. 75 Holly Hill Lane Greenwich, CT 06830 (203) 869-5100 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 26, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.204.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. - -------------------------------------------------------------------------------- CUSIP No. 91821B 10 1 Page 2 of 10 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Frederick A. Moran - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF, OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) X - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization U.S.A. - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares Bene- ficially by 310,375 (1) Owned by Each ----------------------------------------------------------- Reporting 8. Shared Voting Power Person With 971,463 ---------------------------------------------------------- 9. Sole Dispositive Power 310,375 (1) ---------------------------------------------------------- 10. Shared Dispositive Power 971,463 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,068,960 (2) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 18.3% (3) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN (1) Includes stock options to purchase 60,000 shares of VDC Communications, Inc. ("Issuer") common stock, par value $.0001 per share ("Common Stock") held by Frederick A. Moran ("Mr. Moran"), individually and vested as of April 2000. (2) Includes stock options to purchase 64,500 shares of Issuer Common Stock which are vested as of April 2000. The 4,068,960 shares are owned by the following individuals and entities in the following amounts: Frederick A. Moran (125,000 shares plus options to purchase 60,000 shares); Joan Moran (options to purchase 4,500 shares); Frederick A. Moran and Joan Moran (930,083 shares); Frederick A. Moran and Anne Moran (41,380 shares); the Moran Equity Fund, Inc. - -------------------------------------------------------------------------------- CUSIP No. 91821B 10 1 Page 3 of 10 Pages - -------------------------------------------------------------------------------- (938 shares); the Luke F. Moran Trust (1,328,660 shares); the Kent F. Moran Trust (1,328,810 shares); Luke F. Moran (22,102 shares); Kent F. Moran (15,671 shares); the Frederick A. Moran, IRA (85,998 shares); the Frederick Moran Trust (90 shares); the Anne Moran Trust (125 shares); the Luke Moran IRA (333 shares); the Kent Moran IRA (333 shares); the Joan Moran IRA (248 shares); Anne Moran (63,643 shares); and the Anne Moran IRA (61,046 shares). This Statement assumes that all shares referenced in the preceding paragraph are beneficially owned by Mr. Moran due to his family relationship and family association with the individuals and entities in the preceding paragraph and therefore the possibility that Mr. Moran is part of a "group" for the purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder. However, it is important to note, as referenced in Items 7 through 10 of the cover page, that Mr. Moran has voting and dispositive power over a very limited number of shares. The filing of this Statement shall not be construed as an admission that Mr. Moran is, for purposes of Section 13(d), or 13(g) of the Act, the beneficial owner of any securities covered by the Statement. The filing of this Statement shall not be construed as an admission that Mr. Moran is part of any "group" for the purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder. Moreover, Mr. Moran specifically disclaims that he is part of any such group. This disclaimer is based, in part, on the fact that there is neither an agreement, either orally or in writing, among the Moran individuals or Moran entities that Mr. Moran is associated with, nor is there a common plan or goal among such individuals and entities that would give rise to a "group." (3) Based upon 21,655,632 shares of Issuer Common Stock outstanding as of April 26, 2000 plus 64,500 shares of Issuer Common Stock underlying stock options plus 540,000 shares of Issuer Common Stock purchased by Mr. Moran and Joan Moran in a private placement on April 26, 2000, but not yet issued. This Amendment No. 1 (the "Amendment No. 1" or "Statement") amends the Schedule 13D, dated December 17, 1999 (the "Schedule 13D") filed by Mr. Moran. Except as specifically amended hereby, the Schedule 13D remains in full force and effect. Defined terms herein shall have the meaning specified in the Schedule 13D, except as provided herein. Item 3 of the Schedule 13D is amended hereby in its entirety to read: Item 3. Source and Amount of Funds or Other Consideration On April 26, 2000, Mr. Moran and his wife, Joan Moran, jointly purchased 540,000 shares of Issuer Common Stock for $1,080,000 (the "Private Placement"). The source of this purchase price was the personal funds of Mr. Moran and Joan Moran. The following paragraphs detail certain prior transactions that resulted in the acquisition of Issuer securities, certain of which are reflected in this Statement. On May 5, 1999, Mr. Moran and his wife, Joan Moran, jointly purchased 280,000 shares of Issuer Common Stock for $840,000. The source of this purchase price was the personal funds of Mr. Moran and Joan Moran. Also on May 5, 1999, the Kent F. Moran Trust purchased 24,160 shares of Issuer Common Stock for $72,480. The source of this purchase price was the Trust's funds. Also on May 5, 1999, the Luke F. Moran Trust purchased 24,010 shares of Issuer Common Stock for $72,030. The source of this purchase price was the Trust's funds. The above-referenced acquisitions were part of an overall private placement conducted by the Issuer in May 1999 (the "May 1999 Private Placement") in which the Issuer sold 1,265,947 shares of Common Stock in a non-public offering exempt from registration pursuant to Section 4(2), and Rule 506 of Regulation D of the Securities Act of 1933 as follows: - -------------------------------------------------------------------------------- CUSIP No. 91821B 10 1 Page 4 of 10 Pages - --------------------------------------------------------------------------------
Shareholder Number of Shares Consideration ($) Warrants(1) ----------- ---------------- ----------------- -------- Adase Partners, L.P. 60,000 162,000.00 6,000 Alnilam Partners, LP 2,185 (2) Dean Brizel and Jeanne Brizel 20,000 54,000.00 2,000 Stephen Buell 20,000 54,000.00 2,000 Capital Opportunity Partners One, LP 20,000 54,000.00 2,000 Arthur Cooper and Joanie Cooper 40,000 108,000.00 4,000 Mark Eshman & Jill Eshman trustees for the 20,000 54,000.00 2,000 Eshman Living Trust dated 9/24/90 Jeffrey Feingold and Barbara Feingold 20,000 54,000.00 2,000 Fred Fraenkel 20,000 54,000.00 2,000 Torunn Garin 60,000 162,000.00 6,000 Henry D. Jacobs Jr. 37,037 99,999.90 3,703 Frederick A. Moran and Joan B. Moran 280,000 840,000.00 - Kent F. Moran Trust 24,160 72,480.00 - Luke F. Moran Trust 24,010 72,030.00 - Ernst Von Olnhausen 10,000 27,000.00 1,000 Paradigm Group, LLC 370,370 999,999.00 64,814 (3) PGP I Investors, LLC 185,185 499,999.50 18,518 Santa Fe Capital Group (NM), Inc. 3,000 (2) Scott Schenker and Randi Schenker 20,000 54,000.00 2,000 Michael Weissman 10,000 27,000.00 1,000 Robert Vicas 20,000 54,000.00 2,000 ------------------ ------------------- ------------ Total 1,265,947 121,035
(1) The warrants have an exercise price of $6.00 per share and expire three years from the date of grant (May, 2002). (2) In consideration for investment banking services rendered in connection with private placement. (3) Includes warrant to purchase 27,777 shares granted in consideration for consulting services rendered in connection with private placement. In December 1998, Anne Moran, the Anne Moran IRA, Mr. Moran and Anne Moran, the Frederick A. Moran, IRA, the Joan Moran, IRA, Kent Moran, Luke Moran and the Moran Equity Fund, Inc. purchased shares of Issuer Common Stock in a non-public offering exempt from registration pursuant to Section 4(2) and Rule 506 of Regulation D of the Act as set forth below (the "December Private Placement"). For the individuals and entity referenced in this paragraph, certain other information required by this Item 3 is set forth in the table below. - -------------------------------------------------------------------------------- CUSIP No. 91821B 10 1 Page 5 of 10 Pages - --------------------------------------------------------------------------------
Shareholder Number of Shares Purchase Price ($) Source of Funds - ----------- ---------------- ------------------ --------------- Anne Moran 35,310 127,998.75 Personal funds of Anne Moran Anne Moran, IRA 49,379 178,998.87 Personal funds of Anne Moran Frederick A. Moran & 41,380 150,002.50 Personal funds of Mr. Moran and Anne Moran Anne Moran Frederick A. Moran, IRA 331 1,199.875 Personal funds of Mr. Moran Frederick W. Moran 100,000 362,500 N/A Joan Moran, IRA 248 899 Personal funds of Joan Moran Kent Moran 8,221 29,801.13 Personal funds of Kent Moran Luke Moran 9,352 33,901 Personal funds of Luke Moran Moran Equity Fund, Inc. 938 3,400.25 Working capital --- TOTAL 245,159
In May 1998, Anne Moran, the Anne Moran Trust, the Anne Moran, IRA, the Moran Equity Fund, Inc., the Frederick A. Moran, IRA, Frederick A. Moran and Joan B. Moran, the Frederick A. Moran Trust, Kent Moran, the Kent Moran, IRA, Luke Moran, and the Luke Moran IRA purchased shares of Issuer Common Stock in a non-public offering exempt from registration pursuant to Section 4(2) and Rule 506 of Regulation D of the Act as set forth below (the "May Private Placement"). For the individuals and entities referenced in this paragraph, certain other information required by this Item 3 is set forth in the table below.
Shareholder Number of Shares Purchase Price ($) Source of Funds - ----------- ---------------- ------------------ --------------- Lancer Offshore, Inc. 150,000 900,000 N/A Lancer Voyager Fund 25,000 150,000 N/A Anne Moran 39,333 235,998 Personal funds of Anne Moran Anne Moran Trust 250 1,500 Trust funds Anne Moran, IRA 11,667 70,002 Personal funds of Anne Moran Moran Equity Fund, Inc. 27,000 162,000 Working capital Frederick A. Moran, IRA 85,667 514,002 Personal funds of Mr. Moran Frederick A. Moran 23,667 142,002 Personal funds of Mr. Moran and & Joan B. Moran Joan Moran Frederick A. Moran Trust 180 1,080 Trust funds Frederick W. Moran 100,000 600,000 N/A Kent Moran 10,000 60,000 Personal funds of Kent Moran Kent Moran, IRA 333 1,998 Personal funds of Kent Moran Luke Moran 10,000 60,000 Personal funds of Luke Moran Luke Moran, IRA 333 1,998 Personal funds of Luke Moran Alan B. Snyder 100,000 600,000 N/A ------- TOTAL 583,430
Pursuant to the terms of an Amended and Restated Agreement and Plan of Merger, by and among VDC Corporation Ltd. ("VDC"), a Bermuda company, the Issuer (then known as VDC (Delaware), Inc.), Sky King Communications, Inc., a Connecticut corporation ("Sky King") and the Sky King shareholders (the "Merger Agreement"), as further amended by an Amendment to the Merger Agreement, dated March 6, 1998 (the "Amendment"), Sky King merged with and into the Issuer (the "Merger"). In exchange for their shares of Sky King common stock, Sky King shareholders were issued shares of preferred stock of the Issuer ("Preferred Stock"). As part of the Merger: (1) Mr. Moran and Joan Moran were jointly issued 82,670 shares of Preferred Stock; (2) Luke Moran was issued 1,304,650 shares of Preferred Stock; and (3) Kent Moran was issued 1,304,650 shares of Preferred Stock. In accordance with the terms of the Merger Agreement, all shares of Preferred Stock, including those shares held by Mr. Moran and Joan Moran, jointly, Kent Moran and Luke Moran, were converted into shares of Issuer Common Stock upon the merger of VDC with and into the Issuer on November 6, 1998. References to, and descriptions of, the Merger Agreement and the Amendment as set forth in this Item 3 are qualified in their entirety by reference to the copies of the Merger Agreement and the Amendment, included as Exhibits 4 and 5 to the Schedule 13D, respectively, and are incorporated in this Item 3 where such references and descriptions appear. - -------------------------------------------------------------------------------- CUSIP No. 91821B 10 1 Page 6 of 10 Pages - -------------------------------------------------------------------------------- Item 4 of the Schedule 13D is amended hereby in its entirety to read: Item 4. Purpose of the Transaction The securities acquired by Frederick A. Moran and Joan Moran, Frederick A. Moran and Anne Moran, the Moran Equity Fund, Inc., the Luke F. Moran Trust, the Kent F. Moran Trust, Luke F. Moran, Kent F. Moran, the Frederick A. Moran, IRA, the Frederick Moran Trust, the Anne Moran Trust, the Luke Moran IRA, the Kent Moran IRA, the Joan Moran IRA, Anne Moran, and the Anne Moran, IRA, as documented above in Item 3, were acquired for investment purposes. It should be noted, however, that the shares acquired by Mr. Moran and Joan Moran, Luke Moran and Kent Moran in the Merger were acquired in a transaction pursuant to which Sky King management, including Mr. Moran, assumed management control of VDC. That is, despite the fact that the shares acquired by such individuals were acquired for investment purposes, the shares were acquired as part of a transaction that specifically contemplated a change in management. Except as set forth below, Mr. Moran does not have any present plans or proposals which relate to, or would result in: (a) an acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors (the "Board") or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to the Act; or (j) any action similar to those enumerated above. In his capacity as a shareholder of the Issuer, Mr. Moran does not have any present plans or proposals which relate to, or would result in transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Mr. Moran reserves the right to acquire, sell or transfer securities of the Issuer to the extent he deems advisable in light of market conditions and other factors. As an Officer and Director of the Issuer, Mr. Moran has influence over the corporate activities of the Issuer, including as may relate to transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Mr. Moran reserves the right to formulate and implement purposes, plans, or proposals regarding the Issuer or its securities to the extent he deems advisable in light of his position as Chief Executive Officer, Chairman of the Board and Director of the Issuer. As previously announced by the Issuer, the Issuer has come to an agreement to acquire a privately owned U.S. retail long distance carrier. Mr. Moran, in his capacity as an Officer of the Issuer, has been and will continue to be involved in said acquisition, regardless of its end result. As previously announced, the Issuer has commenced development of a Voice Over Internet Protocol business. Mr. Moran, in his capacity as an Officer of the Issuer, has been and will continue to be involved in the development of this business. The Company had been underway with a private placement. In light of Mr. Moran's completing the Private Placement, the Company may (or may not) cancel that undertaking. The statements made in this paragraph speak only as of the date made. To the fullest extent permitted by law, Mr. Moran disclaims any obligation to update any of these statements to reflect any change in Mr. Moran's expectations with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements. Item 5 of the Schedule 13D is amended hereby in its entirety to read: Item 5. Interest in Securities of the Issuer (a) As of the date of the filing of this Statement, Mr. Moran is the beneficial owner of 4,068,960 shares of Issuer Common Stock (see Footnote 1 below)(which includes stock options to purchase 64,500 shares of Issuer Common - -------------------------------------------------------------------------------- CUSIP No. 91821B 10 1 Page 7 of 10 Pages - -------------------------------------------------------------------------------- Stock which are vested as of April 2000) which constitutes 18.3% of the issued and outstanding shares of Issuer Common Stock (based upon 21,655,632 shares of Issuer Common Stock outstanding as of April 26, 2000 plus 64,500 shares of Issuer Common Stock underlying stock options plus 540,000 shares of Issuer Common Stock purchased by Mr. Moran and Joan Moran in a private placement on April 26, 2000, but not yet issued). (b) As of the date of filing this Statement, Mr. Moran had sole dispositive and voting power with respect to 310,375 shares of Issuer Common Stock (including options to purchase 60,000 shares of Issuer Common Stock held by Mr. Moran, individually, and vested as of April 2000) and shared dispositive and voting power with respect to 971,463 shares of Issuer Common Stock. The following sets forth information with regards to each person with whom the power to vote or to direct the vote or to dispose or to direct the disposition of shares is shared: (i) Joan B. Moran. (a) Joan B. Moran is one of the individuals with whom Mr. Moran shares the power to vote or to direct the vote or to dispose or direct the disposition of shares. (b-c) Mrs. Moran's principal occupation is administrative and human resources assistant at the Issuer. Mrs. Moran's business address and the address of the Issuer is 75 Holly Hill Lane, Greenwich, Connecticut 06830. (d) During the last five years, Mrs. Moran has not been convicted in any criminal proceedings. (e) During the last five years, Mrs. Moran has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mrs. Moran is a citizen of the United States of America. (ii) Anne Moran. (a) Anne Moran is one of the individuals with whom Mr. Moran shares the power to vote or to direct the vote or to dispose or direct the disposition of shares. (b-c) Mrs. Moran is not currently employed. Mrs. Moran's residence address is 25 Doubling Road, Greenwich, Connecticut 06830. (d) During the last five years Mrs. Moran has not been convicted in any criminal proceedings. (e) During the last five years, Mrs. Moran has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mrs. Moran is a citizen of the United States of America. (c) Except for the transactions described in Item 3 above, Mr. Moran has not effected any transactions in the securities of the Issuer during the past sixty (60) days. - -------------------------------------------------------------------------------- CUSIP No. 91821B 10 1 Page 8 of 10 Pages - -------------------------------------------------------------------------------- (d) The 4,068,960 shares referenced in Item 5(a) are owned by the following individuals and entities in the following amounts: Frederick A. Moran (125,000 share plus options to purchase 60,000 shares); Joan Moran (options to purchase 4,500 shares); Frederick A. Moran and Joan Moran (930,083 shares); Frederick A. Moran and Anne Moran (41,380 shares); the Moran Equity Fund, Inc. (938 shares); the Luke F. Moran Trust (1,328,660 shares); the Kent F. Moran Trust (1,328,810 shares); Luke F. Moran (22,102 shares); Kent F. Moran (15,671 shares); the Frederick A. Moran, IRA (85,998 shares); the Frederick Moran Trust (90 shares); the Anne Moran Trust (125 shares); the Luke Moran IRA (333 shares); the Kent Moran IRA (333 shares); the Joan Moran IRA (248 shares); Anne Moran (63,643 shares); and the Anne Moran IRA (61,046 shares). Each of these individuals and entities has either the sole, or shares, the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities the beneficial ownership of which is attributed to them. The Kent F. Moran Trust and the Luke F. Moran Trust each separately owns more than five percent of the outstanding shares of Common Stock of the Issuer. This Statement assumes that all shares referenced in the preceding paragraph are beneficially owned by Mr. Moran due to his family relationship and family association with the individuals and entities in the preceding paragraph and therefore the possibility that Mr. Moran is part of a "group" for the purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder. However, it is important to note, as referenced in Item 5(b), that Mr. Moran has voting and dispositive power over a very limited number of shares. The filing of this Statement shall not be construed as an admission that Mr. Moran is, for purposes of Section 13(d), or 13(g) of the Act, the beneficial owner of any securities covered by the Statement. The filing of this Statement shall not be construed as an admission that Mr. Moran is part of any "group" for the purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder. Moreover, Mr. Moran specifically disclaims that he is part of any such group. This disclaimer is based, in part, on the fact that there is neither an agreement, either orally or in writing, among the Moran individuals or Moran entities that Mr. Moran is associated with, nor is there a common plan or goal among such individuals and entities that would give rise to a "group." Pursuant to the terms of a Settlement, Release and Discharge Agreement, dated November 19, 1998 by and among the Issuer, Dr. James C. Roberts, and Mr. Moran, Dr. Roberts transferred 125,000 shares of Issuer Common Stock to Mr. Moran, personally, and authorized Mr. Moran to sell said shares in order to satisfy certain indebtedness Dr. Roberts had to Mr. Moran and his wife, Mr. Moran, the Issuer, and a third-party landlord. According to the Agreement, the proceeds from the sale of said shares will go to pay off Dr. Roberts' indebtedness to the following individuals and entities in the following order: (1) Mr. Moran and his wife; (2) Mr. Moran; (3) the Issuer; and (4) a third-party landlord. (e) Not applicable. (1) The 4,068,960 shares are owned by the following individuals and entities in the following amounts: Frederick A. Moran (125,000 share plus options to purchase 60,000 shares); Joan Moran (options to purchase 4,500 shares); Frederick A. Moran and Joan Moran (930,083 shares); Frederick A. Moran and Anne Moran (41,380 shares); the Moran Equity Fund, Inc. (938 shares); the Luke F. Moran Trust (1,328,660 shares); the Kent F. Moran Trust (1,328,810 shares); Luke F. Moran (22,102 shares); Kent F. Moran (15,671 shares); the Frederick A. Moran, IRA (85,998 shares); the Frederick Moran Trust (90 shares); the Anne Moran Trust (125 shares); the Luke Moran IRA (333 shares); the Kent Moran IRA (333 shares); the Joan Moran IRA (248 shares); Anne Moran (63,643 shares); and the Anne Moran IRA (61,046 shares). This Statement assumes that all shares referenced in the preceding paragraph are beneficially owned by Mr. Moran due to his family relationship and family association with the individuals and entities in the preceding paragraph and therefore the possibility that Mr. Moran is part of a "group" for the purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder. However, it is important to note, as referenced in Item 5(b), that Mr. Moran has voting and dispositive power over a very limited number of shares. The filing of this Statement shall not be construed as an admission that Mr. Moran is, for - -------------------------------------------------------------------------------- CUSIP No. 91821B 10 1 Page 9 of 10 Pages - -------------------------------------------------------------------------------- purposes of Section 13(d), or 13(g) of the Act, the beneficial owner of any securities covered by the Statement. The filing of this Statement shall not be construed as an admission that Mr. Moran is part of any "group" for the purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder. Moreover, Mr. Moran specifically disclaims that he is part of any such group. This disclaimer is based, in part, on the fact that there is neither an agreement, either orally or in writing, among the Moran individuals or Moran entities that Mr. Moran is associated with, nor is there a common plan or goal among such individuals and entities that would give rise to a "group." Item 6 of the Schedule 13D is amended hereby in its entirety to read: Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities Holder The information set forth in Item 3 is hereby incorporated by reference. Mr. Moran, together with his wife Joan Moran, has entered into a Securities Purchase Agreement with Issuer dated April 26, 2000 pursuant to which Mr. Moran and Joan Moran purchased 540,000 shares of Issuer common stock for $1,080,000. This agreement contains piggy back registration rights with all registration expenses to be paid by the Issuer. Mr. Moran has entered into an Incentive Stock Option Agreement with Issuer, dated March 24, 2000, representing an option to purchase 20,000 shares of Common Stock. The option exercise price is $3.79 per share. The option is fully vested. The option expires five years from the date of grant. On November 4, 1999, Mr. Moran signed a Certificate of Selling Security Holders which provided, among other things, that to the extent he sold shares of his included in a Registration Statement on Form S-1 (the "Registration Statement"), he would comply with the Plan of Distribution contained in the Registration Statement. A Form of Securities Purchase Agreement for the May 1999 Private Placement, the December Private Placement, and the May Private Placement are attached to the Schedule 13D as Exhibits 1, 2 and 3, respectively. All such Securities Purchase Agreements contained registration rights providing that the Issuer would use reasonable best efforts or best efforts to file a registration statement within a certain number of days of closing in which the shares subject to the Securities Purchase Agreement were included (subject to standard and customary underwriter scale-back provisions and other restrictions) with all registration expenses to be paid by the Issuer. Copies of the Merger Agreement and the Amendment are attached to the Schedule 13D as Exhibit 4 and 5, respectively. Mr. Moran has entered into an Incentive Stock Option Agreement with Issuer, dated October 1, 1999, representing an option to purchase 200,000 shares of Common Stock. The option exercise price is $1.38 per share. The option vests 20% per year over five years commencing on the first anniversary of the date of grant. The option expires five years from the date of grant. Mr. Moran has entered into an Incentive Stock Option Agreement with the Issuer, dated November 30, 1999, representing an option to purchase 450,000 shares of Common Stock. The option exercise price is $1.03125 per share. The option vests 20% per year over five years commencing on the first anniversary of the date of grant. The option expires five years from the date of grant. In connection with a personal loan made by Mr. Moran and his wife to Edwin B. Read and Mary K. Read, Mr. Read, an Issuer employee, has agreed to pledge his Issuer stock options as collateral to guarantee the repayment of the loan. This agreement is documented in a Contractual Short Term Loan Agreement by and between Edwin B. Read and Mary Karen Read and Frederick A. Moran and Joan Moran, dated June 25, 1998. - -------------------------------------------------------------------------------- CUSIP No. 91821B 10 1 Page 10 of 10 Pages - -------------------------------------------------------------------------------- Pursuant to the terms of Settlement, Release and Discharge Agreement, dated November 19, 1998 by and among the Issuer, Dr. James C. Roberts, and Mr. Moran, Dr. Roberts transferred 125,000 shares of Issuer Common Stock to Mr. Moran, personally, and authorized Mr. Moran to sell said shares in order to satisfy certain indebtedness Dr. Roberts had to Mr. Moran and his wife, Mr. Moran, the Issuer, and a third-party landlord. According to the Agreement, the proceeds from the sale of said shares will go to pay off Dr. Roberts' indebtedness to the following individuals and entities in the following order: (1) Mr. Moran and his wife; (2) Mr. Moran; (3) the Issuer; and (4) a third-party landlord. The Agreement further provides that to the extent more than 25,000 shares remain after satisfying the foregoing indebtedness, Mr. Moran will retain shares in excess of 25,000 for his personal ownership with the remaining 25,000 being surrendered to the Company for cancellation. Finally, the Agreement provides that to the extent 25,000 or fewer shares remain after satisfying the foregoing indebtedness, Mr. Moran will surrender all such remaining shares to the Company for cancellation. The descriptions of the above contracts and agreements do not purport to be complete and are qualified in their entirety by reference to the appropriate complete contract or agreement attached as an Exhibit to the Schedule 13D or the Amendment No. 1. Such Exhibits are incorporated in this Item 6 in their entirety to supplement the appropriate reference or description above. Item 7. Material to Be Filed as Exhibits to Amendment No. 1 to the Schedule 13D 10. Certificate of Selling Security Holders dated November 4, 1999. 11. Incentive Stock Option Agreement by and between VDC Communications, Inc. and Frederick A. Moran, dated March 24, 2000. 12. Securities Purchase Agreement by and between VDC Communications, Inc. and Frederick A. Moran and Joan Moran, joint tenants, dated April 26, 2000. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. May 1, 2000 - -------------------------------------------------------------------------------- Date /s/Frederick A. Moran - -------------------------------------------------------------------------------- Signature Frederick A. Moran - -------------------------------------------------------------------------------- Name/Title Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) EX-99.10 2 EX-99.10 EXHIBIT 10 CERTIFICATE OF SELLING SECURITY HOLDERS The Undersigned, being a Selling Security Holder identified in the Preliminary Prospectus of VDC Communications, Inc. (the "Company") dated June 7, 1999 (the "Preliminary Prospectus"), does hereby provide the following representations to the Company in connection with the public distribution of securities covered by the Prospectus: 1) The Undersigned is or may be offering shares of Common Stock for sale for his, her, or its own account, and not for the account of the Company. The Company will not receive any proceeds from the sale of the shares of Common Stock by the Undersigned; 2) The Undersigned has received the Section of the Preliminary Prospectus entitled "Selling Security Holders" and finds the same, as it pertains to the Undersigned, to be accurate; 3) The Undersigned agrees: (a) not to effect any offers or sales of Common Stock other than as specified in the Preliminary Prospectus, particularly, the "Plan of Distribution" section thereof; (b) to inform the Company of any sale of Common Stock at least one business day prior to such sale; (c) the Undersigned will engage in no distribution of shares and other market making or other activities in violation of the Rules under the Securities Exchange Act of 1934; and (d) the Undersigned is aware that public sales of securities covered by the Prospectus may only be made in accordance with Rule 10(a) (3) of the Securities Act of 1933, as amended. SELLING SECURITY HOLDER: /s/ Frederick A. Moran ---------------------- Frederick A. Moran 11/04/99 ---------------------- Date The above certificate was also executed by the following individuals and entities on or about November 1999: Frederick A. Moran and Joan Moran, Frederick A. Moran and Anne Moran, the Moran Equity Fund, Inc., the Luke F. Moran Trust, the Kent F. Moran Trust, Luke F. Moran, Kent F. Moran, the Frederick A. Moran, IRA, the Frederick Moran Trust, the Anne Moran Trust, the Luke Moran IRA, the Kent Moran IRA, the Joan Moran IRA, Anne Moran, and the Anne Moran, IRA. EX-99.11 3 EX-99.11 EXHIBIT 11 2000-OP12 Frederick A. Moran Optionee VDC COMMUNICATIONS, INC. ------------------------ INCENTIVE STOCK OPTION AGREEMENT UNDER THE VDC COMMUNICATIONS, INC. 1998 STOCK INCENTIVE PLAN, AS AMENDED (the "Plan") This Agreement is made as of March 24, 2000, (the "Grant Date") by and between VDC Communications, Inc., a Delaware corporation (the "Corporation") and Frederick A. Moran (the "Optionee"). WHEREAS, Optionee is an employee of the Corporation or one of its subsidiaries and the Corporation considers it desirable and in its best interest that Optionee be given an inducement to acquire a proprietary interest in the Corporation and an incentive to advance the interests of the Corporation by granting the Optionee an option to purchase shares of common stock of the Corporation (the "Common Stock"); NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree that as of the Grant Date, the Corporation hereby grants Optionee an option to purchase from it, upon the terms and conditions set forth in the Plan (a copy of which is attached hereto) and this Agreement, that number of shares of the authorized and unissued Common Stock of the Corporation as is set forth on Schedule A hereto. 1. Terms of Stock Option. The option to purchase Common Stock granted herein is subject to the terms, conditions, and covenants set forth in the Plan as well as the following: (a) This option shall constitute an Incentive Stock Option which is intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended; (b) The per share exercise price for the shares subject to this option shall be slightly more than 110% of the Fair Market Value (as defined in the Plan) of the Common Stock on the Grant Date, which exercise price is set forth on Schedule A hereto; (c) This option shall vest in accordance with the vesting schedule set forth on Schedule A hereto; and (d) No portion of this option may be exercised more than five (5) years from the Grant Date. 1 2. Payment of Exercise Price. The option may be exercised, in part or in whole, only by written request to the Corporation accompanied by payment of the exercise price in full either: (i) in cash for the shares with respect to which it is exercised; (ii) by delivering to the Corporation a notice of exercise with an irrevocable direction to a broker-dealer registered under the Securities Exchange Act of 1934, as amended, to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay the exercise price; (iii) in the discretion of the Plan Administrator, through the delivery to the Corporation of previously-owned shares of Common Stock having an aggregate Fair Market Value equal to the option exercise price of the shares being purchased pursuant to the exercise of the Option; provided, however, that shares of Common Stock delivered in payment of the option price must have been held by the Optionee for at least six (6) months in order to be utilized to pay the option price; (iv) in the discretion of the Plan Administrator, through an election to have shares of Common Stock otherwise issuable to the Optionee withheld to pay the exercise price of such Option; or (v) in the discretion of the Plan Administrator, through any combination of the payment procedures set forth in Subsections (i) - (iv) of this paragraph. 3. Miscellaneous. (a) This Agreement and the options represented hereby may not be assigned or transferred in any manner except by will or by the laws of descent and distribution or pursuant to a domestic relations order. (b) This Agreement will be governed and interpreted in accordance with the laws of the State of Connecticut, and may be executed in more than one counterpart, each of which shall constitute an original document. (c) No alterations, amendments, changes or additions to this Agreement will be binding upon either the Corporation or Optionee unless reduced to writing and signed by both parties. (d) All controversies or claims arising out of this Agreement shall be determined by binding arbitration, conducted at the Corporation's offices in Greenwich, Connecticut, or at such other location designated by the Corporation, before the American Arbitration Association. (e) No rule of construction requiring interpretation against the drafting party shall apply to the interpretation of this Agreement. (f) If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force and effect. 2 In witness whereof, the parties have executed this Agreement as of the Grant Date. VDC COMMUNICATIONS, INC. By: /s/ Frederick A. Moran ----------------------------- Frederick A. Moran Chief Executive Officer OPTIONEE /s/ Frederick A. Moran -------------------------------- Frederick A. Moran 3 Frederick A. Moran Optionee Schedule A 1. Grant Date: March 24, 2000 2. Number of Shares of Common Stock covered by the Option: 20,000 3. Exercise Price (slightly more than 110% of Fair Market Value of Common Stock on the Grant Date): $3.79 4. The Option is vested in full as of the Grant Date. 4 EX-99.12 4 EX-99.12 EXHIBIT 12 VDC COMMUNICATIONS, INC. -------------------------------------------------------------- Securities Purchase Agreement -------------------------------------------------------------- Shares of Common Stock at $2.00 per Share -------------------------------------------------------------- April 26, 2000 CONFIDENTIAL - ------------ SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "Agreement" or the "Securities Purchase Agreement") is entered into as of the 26th day of April, 2000, by and between VDC Communications, Inc., a Delaware corporation ("VDC" or the "Company"), and the investor whose name appears at the end of this Agreement ("Purchaser" or "Subscriber"). R E C I T A L S: ---------------- The Company wishes to obtain additional working capital and the Purchaser desires to provide such working capital to the Company through the purchase of certain shares of the Company's common stock, $.0001 par value per share (the "Common Stock"), being privately offered by the Company. NOW, THEREFORE, in consideration of the premises hereof and the agreements set forth herein below, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Sale and Purchase of Shares. ---------------------------- Subject to the terms and conditions hereof, the Company agrees to issue and sell, and the Purchaser agrees to purchase that number of shares of Common Stock (the "Shares") identified on the signature page hereof at a purchase price of $2.00 per share. The total purchase price is set forth on the signature page hereof (the "Purchase Price"). The Purchase Price is payable upon subscription in cash, check or wire transfer. If paying by check, the check should be made payable to "VDC Communications, Inc." and delivered to VDC Communications, Inc. at 75 Holly Hill Lane, Greenwich, Connecticut, 06830. No broker, investment banker or any other person will receive from the Company any compensation as a broker, finder, adviser or in any other capacity in connection with the purchase of the Shares hereunder. 2. Description of the Shares. -------------------------- (a) Restricted Securities. The Shares shall be "restricted securities" as that term is defined under Rule 144 of the Securities Act of 1933, as amended (the "Act"), and may not be offered for sale or sold or otherwise transferred in a transaction which would constitute a sale thereof within the meaning of the Act unless (i) such security has been registered for sale under the Act and registered or qualified under applicable state securities laws relating to the offer and sale of securities; or (ii) exemptions from the registration requirements of the Act and the registration or qualification requirements of all such state securities laws are available and the Company shall have received an opinion of counsel that the proposed sale or other disposition of such securities may be effected without registration under the Act and would not result in any violation of any applicable state securities laws relating to the registration or qualification of securities for sale, such counsel and such opinion to be satisfactory to the Company. 2 (b) Voting Rights; Dividends. Holders of Common Stock of the Company have equal rights to receive dividends when, as, and if declared by the Board of Directors out of funds legally available therefor. Holders of Common Stock of the Company have one vote for each share held of record and do not have cumulative voting rights. (c) Liquidation; Redemption. Holders of Common Stock of the Company are entitled upon liquidation of the Company to share ratably in the net assets available for distribution, subject to the rights, if any of holders of any preferred stock of the Company then outstanding. Shares of Common Stock of the Company are not redeemable and have no preemptive or similar rights. All outstanding shares of Common Stock of the Company are fully paid and nonassessable. (d) Restriction Upon Resale. The Subscriber hereby agrees that the Shares shall be subject to restrictions upon the transfer, sale, encumbrance or other disposition of the Shares. See "Understanding of Investment Risks" and "Registration Rights". 3. Shares Offered in a Private Placement Transaction. -------------------------------------------------- The Shares offered by this Securities Purchase Agreement are being offered as a non-public offering pursuant to Section 4(2) and Regulation D of the Act ("Regulation D"). 4. Binding Effect of Securities Purchase Agreement; The Closing. ------------------------------------------------------------- This Securities Purchase Agreement shall not be binding on the Company unless and until an authorized executive officer of the Company has evidenced acceptance thereof by executing the signature page at the end hereof. The Company may accept or reject this Securities Purchase Agreement in its sole discretion if the Purchaser does not meet the suitability standards established herein, or for any other reason. A closing (the "Closing") will occur contemporaneously with the execution of this Agreement by all parties hereto. 5. Representations and Warranties of the Purchaser. The Purchaser ------------------------------------------------ represents and warrants to the Company as follows: (a) Accredited Investor. The Purchaser has such knowledge and experience in business and financial matters such that the Purchaser is capable of evaluating the merits and risks of purchasing the Shares. The Purchaser is either an "accredited investor" as that term is defined in Rule 501 of Regulation D of the Act or a "qualified institutional buyer" as that term is defined in Rule 144A of the Act, and represents that he satisfies the suitability standards identified in Section 10 hereof; (b) Loss of Investment. The Purchaser('s) (i) overall commitment to investments which are not readily marketable is not disproportionate to his net worth; (ii) investment in the Company will not cause 3 such overall commitment to become excessive; (iii) can afford to bear the loss of his entire investment in the Company; and (iv) has adequate means of providing for his current needs and personal contingencies and has no need for liquidity in his investment in the Company; (c) Special Suitability. The Purchaser satisfies any special suitability or other applicable requirements of his state of residence and/or the state in which the transaction by which the Shares are purchased occurs; (d) Investment Intent. The Purchaser hereby acknowledges that the Purchaser has been advised that this offering has not been registered with, or reviewed by, the Securities and Exchange Commission ("SEC") because this offering is intended to be a non-public offering pursuant to Section 4(2) and Regulation D of the Act. The Purchaser represents that the Purchaser's Shares are being purchased for the Purchaser's own account and not on behalf of any other person, for investment purposes only and not with a view towards distribution or resale to others. The Purchaser agrees that the Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are registered under the Act or unless in the opinion of counsel an exemption from such registration is available, such counsel and such opinion to be satisfactory to the Company. The Purchaser understands that the Shares have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon the Purchaser's investment intention; (e) State Securities Laws. The Purchaser understands that no securities administrator of any state has made any finding or determination relating to the fairness of this investment and that no securities administrator of any state has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (f) Authority; Power; No Conflict. The execution, delivery and performance by the Purchaser of the Agreement are within the powers of the Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Purchaser is a party or by which the Purchaser is bound, and, if the Purchaser is not an individual, will not violate any provision of the charter documents, Bylaws, indenture of trust, operating agreement, or partnership agreement, as applicable, of the Purchaser. The signatures of the Purchaser on the Agreement are genuine, and the signatory, if the Purchaser is an individual, has legal competence and capacity to execute the same, or, if the Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Agreement constitutes the legal, valid and binding obligations of the Purchaser, enforceable in accordance with its terms; (g) No General Solicitation. The Purchaser acknowledges that no general solicitation or general advertising (including communications published in any newspaper, magazine or other broadcast) has been received by him and that no public solicitation or advertisement with respect to the offering of the Shares has been made to him; 4 (h) Advice of Tax and Legal Advisors. The Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (i) Broker Fees. The Purchaser is not aware that any person, and has been advised that no person, will receive from the Company any compensation as a broker, finder, adviser or in any other capacity in connection with the purchase of the Shares; (j) Access to Information. Purchaser has had access to all material and relevant information concerning the Company, its management, financial condition, capitalization, market information, properties and prospects necessary to enable Purchaser to make an informed investment decision with respect to its investment in the Shares. Purchaser has carefully read and reviewed, and is familiar with and understands the contents thereof and hereof, including, without limitation, the risk factors referenced in this Agreement. See "Understanding of Investment Risks." Purchaser acknowledges that it has had the opportunity to ask questions of and receive answers from, and to obtain additional information from, representatives of the Company concerning the terms and conditions of the acquisition of the Shares and the present and proposed business and financial condition of the Company, and has had all such questions answered to its satisfaction and has been supplied all information requested; (k) Review of Reports. The Purchaser acknowledges that it has been provided with an opportunity to review: (i) a copy of the Company's Annual Report on Form 10-K for the year ended June 30, 1999; (ii) a copy of the Company's Quarterly Reports on Form 10-Q for the quarters ended September 30, 1999 and December 31, 1999; (iii) a copy of the Company's Amendment Number 1 to Registration Statement on Form S-1 (SEC File Number 333-80107); and (iv) all other recent reports filed by the Company with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (collectively, the "Reports"). (l) Understanding the Nature of Securities. The Purchaser understands and acknowledges that: (i) The Shares have not been registered under the Act or any state securities laws and are being issued and sold in reliance upon certain exemptions contained in the Act; (ii) The Shares are "restricted securities" as that term is defined in Rule 144 promulgated under the Act; (iii) The Shares cannot be sold or transferred without registration under the Act and applicable state securities laws, or unless the Company receives an opinion of counsel reasonably acceptable to it (as to both counsel and the opinion) that such registration is not necessary; and 5 (iv) The Shares and any certificates issued in replacement therefor shall bear the following legend, in addition to any other legend required by law or otherwise: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF EXEMPTION FROM REGISTRATION, UNDER THE ACT and any applicable state securities laws, BASED ON AN OPINION LETTER OF COUNSEL SATISFACTORY TO THE COMPANY." (m) Information Provided. The Purchaser has, on or before the date of the Closing, been afforded the opportunity to review and is familiar with the Reports and has based his decision to invest solely on the information contained therein, and the information contained within this Agreement and the associated exhibits and schedules, and has not been furnished with and is not relying upon any other literature, prospectus or other information except as included in the Reports or this Agreement. 6. Indemnification. The Purchaser shall indemnify and hold ---------------- harmless the Company and the Company's officers, directors and employees from and against any and all loss, damage or liability (including attorneys' fees), due to, or arising out of, a breach or inaccuracy of any representation or warranty contained in Section 5. 7. Understanding of Investment Risks. Any investment in the ------------------------------------ Shares should not be made by a Purchaser who cannot afford the loss of his entire Purchase Price. The Purchaser acknowledges that the Shares offered hereby have not been approved or disapproved by the Securities and Exchange Commission, or any state securities commissions, nor has the Securities and Exchange Commission or any state securities commission passed upon the adequacy or accuracy of this Securities Purchase Agreement or any exhibit hereto. Prior to making an investment in the Shares, the Purchaser has fully considered, among other things, the financial and other information set forth in the Reports as well as the risk factors enumerated in the Company's Amendment Number 1 to Registration Statement on Form S-1 (SEC File Number 333-80107), and acknowledges that such information has been considered prior to making this investment decision. 8. Registration Rights. The Company shall advise the Purchaser -------------------- by written notice prior to the filing of a registration statement under the Securities Act (excluding registration on Forms S-8, S-4, or any successor forms thereto), covering securities of the Company to be offered and sold (whether by the Company or any stockholder thereof) and shall, upon the request of the Purchaser given at least five (5) business days prior to the filing of such registration statement, include in any such registration statement such information as may be required to permit an offering of the Shares. The Purchaser shall promptly furnish such information as may be reasonably requested by the Company in order to include such Shares in the registration statement. 6 Notwithstanding the foregoing, the Company may withdraw any registration statement referred to in this section without thereby incurring liability to the holders of the Shares. With regard to the above registration rights, the Company shall pay for all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, "blue sky" fees, fees of the National Association of Securities Dealers, Inc. fees and expenses of listing shares of the Shares on any securities exchange or automated quotation system on which the Company's shares are listed and fees of transfer agents and registrars. With regard to the above registration rights, the Purchaser shall be responsible for all underwriting discounts and selling commissions applicable to the sale of Shares and all accountable or non-accountable expenses paid to any underwriter in respect of the sale of Shares. The Company's obligation to register the Shares extends only to the inclusion of the Shares in a registration statement which covers the public resale thereof. In all events, the Company shall have no obligation: (i) to assist or cooperate in the offering or disposition of such Shares; (ii) to obtain a commitment from an underwriter relative to the sale of such Shares; or (iii) to include such Shares within an underwritten offering of the Company. The Company shall assume no responsibility for the manner of sale, timing of sale, or sales price relating to the resale of the Shares. 9. Representations and Warranties of the Company. The Company hereby ----------------------------------------------- represents and warrants to Purchaser as follows: (a) Organization and Standing of the Company. The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware with adequate power and authority to conduct the business in which it is now engaged and has the corporate power and authority to enter into this Agreement, and is duly qualified and licensed to do business as a foreign corporation in such other jurisdictions as is necessary to enable it to carry on its business, except where failure to do so would not have a material adverse effect on its business; (b) Corporate Power and Authority. The execution and delivery of this Agreement and the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other corporate act or proceeding on the part of the Company is necessary to authorize this Agreement. When duly executed and delivered by the parties hereto, this Agreement will constitute a valid and legally binding obligation of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization or other similar laws and legal and equitable principles limiting or affecting the rights of creditors generally; and/or (ii) general principles of equity, regardless of whether considered in a proceeding in equity or at law. 10. IMPORTANT CONSIDERATIONS: SUITABILITY STANDARDS - WHO SHOULD -------------------------------------------------------------- INVEST. - ------- 7 INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK AND IS SUITABLE ONLY FOR PERSONS OF SUBSTANTIAL FINANCIAL RESOURCES WHO HAVE NO NEED FOR LIQUIDITY IN THEIR INVESTMENT. A substantial number of state securities commissions have established investor suitability standards for the marketing within their respective jurisdictions of restricted securities. Some have also established minimum dollar levels for purchases in their states. The reasons for these standards appear to be, among others, the relative lack of liquidity of securities of such programs as compared with other securities investments. Investment in the Shares involves a high degree of risk and is suitable only for persons of substantial financial means who have no need for liquidity in their investments. The Company has adopted as a general investor suitability standard the requirement that each Subscriber for Shares represents in writing that the Subscriber: (a) is acquiring the Shares for investment and not with a view to resale or distribution; (b) can bear the economic risk of losing his entire investment; (c) his overall commitment to investments which are not readily marketable is not disproportionate to his net worth, and an investment in the Shares will not cause such overall commitment to become excessive; (d) has adequate means of providing for his current needs and personal contingencies and has no need for liquidity in this investment in the Shares; (e) has evaluated all the risks of investment in the Company; and (f) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of investing in the Company or is relying on his own purchaser representative in making an investment decision. In addition, all of the Subscribers for Shares must be: (1) extremely sophisticated investors with substantial net worth and experience in making investments of this nature; and (2) "accredited investors," as defined in Rule 501 of Regulation D under the Act, by meeting any of the following conditions: (i) he or she has an individual income in excess of $200,000 in each of the two most recent years or joint income with his or her spouse in excess of $300,000 in each of those years, and he or she reasonably expects an income in excess of the aforesaid levels in the current year, or (ii) he or she has an individual net worth, or a joint net worth with his or her spouse, at the time of his or her purchase, in excess of $1,000,000 (net worth for these purposes includes homes, home furnishings and automobiles), or (iii) he or she otherwise satisfies the Company that he or she is an accredited investor, as defined in Rule 501 under the Act. Other categories of investors included within the definition of accredited investor include the following: certain institutional investors, including certain banks, whether acting in their individual or fiduciary capacities; certain insurance companies; federally registered investment companies; business development companies (as defined under the Investment 8 Company Act of 1940); Small Business Investment Companies licensed by the Small Business Administration; certain employee benefit plans; private business development companies (as defined in the Investment Advisers Act of 1940); tax exempt organizations (as defined in Section 501(c)(3) of the Internal Revenue Code) with total assets in excess of $5,000,000; entities in which all the equity owners are accredited investors; and certain affiliates of the Company. A partnership Subscriber, which satisfies the requirements set forth in clauses (a) through (f) above shall satisfy the suitability standards if it is an accredited investor by reason of clause (iii) above, or if all of its partners are accredited investors. A corporate subscriber, which satisfies the requirements set forth in clauses (a) through (f) above shall satisfy the investor suitability standards if it is an accredited investor by reason of clause (iii) above, or if all of its shareholders are accredited investors. Corporate subscribers must have net worth of at least three (3) times the amount of their investment in the Shares. The suitability standards referred to above represent minimum suitability requirements for prospective purchasers and the satisfaction of such standards by a prospective purchaser does not necessarily mean that the Shares are a suitable investment for such purchaser. The Company may, in circumstances it deems appropriate, modify such requirements. The Company may also reject subscriptions for whatever reasons, in its sole discretion, it deems appropriate. Securities Purchase Agreements may not necessarily be accepted in the order in which received. Purchasers who are residents of certain states may be required to meet certain additional suitability standards. THE ACCEPTANCE OF A SUBSCRIPTION FOR SHARES BY THE COMPANY DOES NOT CONSTITUTE A DETERMINATION BY THE COMPANY THAT AN INVESTMENT IN THE SHARES IS SUITABLE FOR A PROSPECTIVE INVESTOR. THE FINAL DETERMINATION OF THE SUITABILITY OF INVESTMENT IN THE SHARES MUST BE MADE BY THE PROSPECTIVE INVESTOR AND HIS OR HER ADVISERS. 11. State Law Considerations. ------------------------- (a) For Residents of All States. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER'S SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 9 THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND THE APPLICABLE STATES SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE INVESTOR MUST RELY ON THE INVESTOR'S OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES. 12. Notices. All notices, consents, waivers, and other -------- communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of receipt), provided that a copy is mailed by certified mail, return receipt requested (provided that facsimile notice shall be deemed received on the next business day if received after 5:00 p.m. Eastern Standard Time), or (c) on the next business day, if sent by a nationally recognized overnight delivery service, in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties): If to the Company: VDC Communications, Inc. 75 Holly Hill Lane Greenwich, CT 06830 Attention: Frederick A. Moran Chairman & C.E.O. Facsimile: (203) 552-0908 with a copy to: VDC Communications, Inc. 75 Holly Hill Lane Greenwich, CT 06830 Attention: Louis D. Frost, Esq. VDC Corporate Counsel Facsimile: (203) 552-0908 10 If to Purchaser: to the address set forth at the end of this Agreement or to such other addresses as may be specified in accordance herewith from time to time. 13. Survival of Representations and Warranties. Representations --------------------------------------------- and warranties contained herein shall survive the execution and delivery of this Agreement. 14. Parties in Interest. All the terms and provisions of this -------------------- Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto, provided that this Agreement and the interests herein may not be assigned by either party without the express written consent of the other party. 15. Governing Law. This Agreement shall be governed by and -------------- construed in accordance with the laws of the State of Connecticut without regard to the principles of conflict of laws. 16. Arbitration. All controversies arising out of or related to ------------ this Agreement shall be determined by binding arbitration applying the laws of the State of Connecticut. Any arbitration between the parties shall be conducted at the Company's offices in Greenwich, Connecticut, or at such other location designated by the Company, before the American Arbitration Association (the "AAA"). The decision of the arbitrator(s) shall be final and binding upon the parties and judgment may be obtained thereon by either party in a court of competent jurisdiction. Each party shall bear the cost of preparing and presenting its own case. The cost of the arbitration, including the fees and expenses of the arbitrator(s), shall be shared equally by the parties hereto unless the award otherwise provides. Nothing in this section will prevent either party from resorting to judicial proceedings if interim injunctive relief under the laws of the State of Connecticut from a court is necessary to prevent serious and irreparable injury to one of the parties, and the parties hereto agree that the state courts in Stamford, Connecticut and the United States District Court in the District of Connecticut in Bridgeport, Connecticut shall have exclusive subject matter and in personam jurisdiction over the parties for purposes of obtaining interim injunctive relief. 17. Sections and Other Headings. The section and other headings ------------------------------ contained in this Agreement are for the convenience of reference only, and do not constitute part of this Agreement or otherwise affect any of the provisions hereof. 18. Pronouns. Whenever the context of this Agreement may require, --------- any pronoun will include the corresponding masculine, feminine and neuter form, and the singular form of nouns and pronouns will include the plural. 19. Counterpart Signatures. This Agreement may be executed in ------------------------ multiple counterparts each of which shall be an original but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by exchange of facsimile copies showing the signatures 11 of the parties, and those signatures need not be affixed to the same copy. The facsimile copies showing the signatures of the parties will constitute originally signed copies of the Agreement requiring no further execution. 20. Severability. If any provision of this Agreement shall be ------------- invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. 21. Entire Agreement; Amendments. This Agreement and the --------------------------------- instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Purchaser make any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement. 22. Construction. This Agreement and any related instruments will ------------- not be construed more strictly against one party then against the other by virtue of the fact that drafts may have been prepared by counsel for one of the parties, it being recognized that this Agreement and any related instruments are the product of negotiations between the parties and that both parties have contributed to the final preparation of this Agreement and all related instruments. 23. Agreement Read and Understood. Both parties hereto acknowledge ------------------------------ that they have had an opportunity to consult with an attorney, and such other experts or consultants as they deem necessary or prudent, regarding this Agreement and that they, or their designated agents, have read and understand this Agreement. 24. United States Dollars. All dollar amounts stated herein refer ---------------------- to and are payable solely in United States Dollars. IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have caused this Agreement to be signed. Purchaser: Frederick A. Moran and Joan Moran, joint tenants 540,000 Shares/$1,080,000.00 - ---------------------------- Number and dollar amount /s/ Frederick A. Moran of Shares purchased - ---------------------------------------- Purchase Price Frederick A. Moran /s/ Joan Moran ---------------------------------------- Joan Moran 12 Address/Residence of Purchaser: 25 Doubling Road ---------------------------------------- Greenwich, CT 06830 ---------------------------------------- Social Security No.: -------------------- Frederick A. Moran -------------------- Joan Moran Accredited Investor Certification --------------------------------- (Place initials on the appropriate line(s)) (i) I am a natural person who had individual - ----- income of more than $200,000 in each of the most recent two years or joint income with my spouse in excess of $300,000 in each of the most recent two years and reasonably expect to reach that same income level for the current year ("income", for purposes hereof, should be computed as follows: individual adjusted gross income, as reported (or to be reported) on a federal income tax return, increased by (1) any deduction of long-term capital gains under Section 1202 of the Internal Revenue Code of 1986 (the "Code"), (2) any deduction for depletion under Section 611 et seq. of the Code, (3) any exclusion for interest under Section 103 of the Code and (4) any losses of a partnership as reported on Schedule E of Form 1040); or (ii) I am a natural person whose individual net - ----- worth (i.e., total assets in excess of total liabilities), or joint net worth with my spouse, will at the time of purchase of the Shares be in excess of $1,000,000; or (iii) The Purchaser is an investor satisfying the - ----- requirements of Section 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act, which includes but is not limited to, a self-directed employee benefit plan where investment decisions are made solely by persons who are "accredited investors" as otherwise defined in Regulation D; or (iv) The Purchaser is a "qualified institutional - ----- buyer" as that term is defined in Rule 144A of the Securities Act; or (v) The Purchaser is a trust, which trust has - ----- total assets in excess of $5,000,000, which is not formed for the specific purpose of acquiring the Shares offered hereby and whose purchase is directed by a sophisticated person as described in Rule 506(b)(ii) of Regulation D and who has such knowledge and experience in financial and business matters that he is capable of evaluating the risks and merits of an investment in the Shares; or 13 (vi) I am a director or executive officer of the - ----- Company; or (vii) The Purchaser is an entity (other than a - ----- trust) in which all of the equity owners meet the requirements of at least one of the above subparagraphs. Agreed and Accepted by VDC COMMUNICATIONS, INC. By: /s/ Frederick A. Moran ---------------------------- Frederick A. Moran Chairman & C.E.O. Dated: April 26, 2000 ------------------------- 14 -----END PRIVACY-ENHANCED MESSAGE-----