-----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, DUknId7J3jNPxqmjwvjMf9VFvUHg17fp9YmS/bJtBGy7LiY9T/sXd+Xw+BUgqzKX zFtAi1BAqj7/VnXa9ujOeQ== 0000950115-98-001595.txt : 19981006 0000950115-98-001595.hdr.sgml : 19981006 ACCESSION NUMBER: 0000950115-98-001595 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981005 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VDC CORP LTD CENTRAL INDEX KEY: 0000784961 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 061510832 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-63123 FILM NUMBER: 98720768 BUSINESS ADDRESS: STREET 1: 75 HOLLY HILL LANE CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2038695100 MAIL ADDRESS: STREET 1: 75 HOLLY HILL LANE CITY: GREENWICH STATE: CT ZIP: 06831 S-4/A 1 AMENDED FORM S-4 As filed with the Securities and Exchange Commission on October 5, 1998 Registration No. 333-63123 AMENDMENT NO. 1 to SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VDC COMMUNICATIONS, INC.* (Exact name of Registrant as specified in its charter) _________ Delaware____________ ____________4812_____________ __________061510832__________ (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.) Incorporation or Organization) Classification Code Number)
75 Holly Hill Lane Greenwich, Connecticut 06830 ____________________(203) 869-5100_____________________ (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Frederick A. Moran Chief Executive Officer 75 Holly Hill Lane Greenwich, Connecticut 06830 ________________ (203) 869-5100___________________ (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies of all communications, including all communications sent to the agent for service, should be sent to: Stephen M. Cohen, Esquire Joseph P. Galda, Esquire Buchanan Ingersoll Professional Corporation Eleven Penn Center, 14th Floor 1835 Market Street Philadelphia, PA 19103 (215) 665-8700 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon consummation of the Domestication Merger described herein and after the Effective Date of this Registration Statement. *The securities to be issued pursuant to this registration statement represent securities of VDC Communications, Inc., a subsidiary of VDC Corporation Ltd., a Bermuda company. Item 21. Exhibits The following Exhibits are filed as part of this Registration Statement.
Number Description Method of Filing - ------ ----------- ---------------- 2.1 Agreement and Plan of Merger between VDC Previously filed Corporation Ltd. and Registrant 3.1 Certificate of Incorporation, as amended, of Registrant. Previously filed 3.2 Amended and Restated Bylaws of Registrant Previously filed 4.1 Instruments defining the rights of security holders: Previously filed 5.1 Opinion of Buchanan Ingersoll Professional Corporation Filed herewith 21.1 Subsidiaries of Registrant Previously filed 23.1 Consent of Buchanan Ingersoll Professional Corporation Included within Exhibit 5.1 hereto
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwich, Connecticut on the 5th day of October, 1998. VDC COMMUNICATIONS, INC. By: /s/ Frederick A. Moran ------------------------------------ Frederick A. Moran President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ Frederick A. Moran President and Director October 5, 1998 - ------------------------ Frederick A. Moran /s/ * Chief Operating Officer and Director October 5, 1998 - ------------------------ Dr. James C. Roberts /s/ * Director October 5, 1998 - ------------------------ Dr. Hussein Elkholy * By: /s/ Frederick A. Moran ------------------------- Frederick A. Moran Attorney-in-fact
EX-5.1 2 OPINION OF BUCHANAN INGERSOLL Exhibit 5.1 October 5, 1998 VDC Communications, Inc. VDC Corporation Ltd. 75 Holly Hill Lane Greenwich, CT 06830 Re: Registration Statement on Form S-4 filed on behalf of VDC Communications, Inc. Gentlemen: We have participated in the preparation of the Registration Statement (File Number 333-63123) on Form S-4 (the "Registration Statement") filed with the Securities and Exchange Commission by VDC Communications, Inc., a Delaware corporation (the "Corporation"), for the purpose of registering under the Securities Act of 1933, as amended, (i) shares of Common Stock of the Corporation, par value $.0001 per share (the "Common Stock"), which may be issued to the stockholders of VDC Corporation Ltd., the Corporation's parent company organized under the laws of the Commonwealth of Bermuda (the "Parent"), in connection with the merger (the "Domestication Merger") of the Parent with and into the Corporation pursuant to an Agreement and Plan of Merger (the "Merger Agreement"); and (ii) shares of Common Stock which may issued to the holders of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, par value $.0001 per share, of the Corporation ("Preferred Stock") upon the consummation of the Domestication Merger. As counsel to the Corporation, we have examined such corporate records, certificates and other documents as we considered to be relevant and necessary to express the opinion hereinafter set forth. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us, the conformity to original documents of all documents submitted to us as certified or photostat copies, and the authenticity of the originals of such latter documents. We are admitted to the Bar of the Commonwealth of Pennsylvania and express no opinion as to the laws of any other jurisdiction, except Delaware corporate law. On the basis of the foregoing and of our consideration of such other legal and factual matters as we have deemed appropriate, we are of the opinion that the Common Stock covered by the Registration Statement has been duly authorized and, upon approval of the Domestication Merger by the stockholders of the Corporation and the Parent, the filing of a certificate of merger with respect to the Domestication Merger with the Secretary of State of Delaware, the filing of a Certificate of Amalgamation with respect to the Domestication Merger with the Registrar of Companies of Bermuda, and the consent to the Domestication Merger by the Minister of Finance of Bermuda, the shares of Common Stock, when issued in accordance with the terms of the Merger Agreement, will be validly issued, fully paid and non-assessable. This firm consents to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Prospectus forming a part of the Registration Statement. Very truly yours, BUCHANAN INGERSOLL PROFESSIONAL CORPORATION BY: /s/ Stephen M. Cohen ------------------------- Stephen M. Cohen -----END PRIVACY-ENHANCED MESSAGE-----