-----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, KWtBHPv7h/uch2CZSUmc9TKI7rmrErIRA82m5I66B5ESYzhFnlbt6ggC63flqqrJ ku02x/5f/n24tYmmFshhQw== /in/edgar/work/20000921/0000928385-00-002590/0000928385-00-002590.txt : 20000924 0000928385-00-002590.hdr.sgml : 20000924 ACCESSION NUMBER: 0000928385-00-002590 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000921 EFFECTIVENESS DATE: 20000921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXENT TECHNOLOGIES INC CENTRAL INDEX KEY: 0001007997 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 870393420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46276 FILM NUMBER: 726129 BUSINESS ADDRESS: STREET 1: 2400 RESEARCH BLVD STREET 2: STE 200 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3012585403 MAIL ADDRESS: STREET 1: 2400 RESEARCH BLVD STREET 2: SUITE 200 CITY: ROCKVILLE STATE: MD ZIP: 20850 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on September 20, 2000 Registration No. 333- ------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT ON FORM S-8 under THE SECURITIES ACT OF 1933 AXENT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) 2400 Research Boulevard, Suite 200 Delaware Rockville, Maryland 20850 87-0393420 (301) 258-5043 (State or other (Address of principal executive offices) (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) AXENT Technologies, Inc. 1999 INCENTIVE STOCK PLAN (Full title of the plan) BRANDON H. HIRSCH AXENT Technologies, Inc. 2400 Research Boulevard, Suite 200 Rockville, Maryland 20850 (301) 258-5043 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
PROPOSED MAX- PROPOSED MAX- TITLE OF SECURITIES AMOUNT TO BE IMUM OFFERING IMUM AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED/(1)/ PRICE PER SHARE OFFERING PRICE REGISTRATION FEE --------------- --------------- ------------------ ---------------- Common Stock (par value 1,400,000 $ 21.313/(1)/ $ 29,838,200/(1)/ $ 7,877.29/(1)/ $.02 per share)
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee on the basis of the closing price of $21.313 per share reported on the Nasdaq National Market on September 18, 2000. This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission, and sales of registered securities will begin as soon as practicable after such effective date. PART I The information required by Part I is included in documents sent or given to participants in the 1999 Incentive Stock Plan, pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. - --------------------------------------------------- The following documents and information previously filed with the Securities and Exchange Commission (the "Commission") by AXENT Technologies, Inc. (the "Company") are hereby incorporated by reference in this Registration Statement: (1) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, filed on April 4, 2000, pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"). (2) The Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, filed on August 14, 2000, pursuant to Section 13 of the Exchange Act. (3) The Company's Current Report on Form 8-K, filed on August 3, 2000, pursuant to the Exchange Act. (4) The Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000, filed on May 15, 2000, pursuant to Section 13 of the Exchange Act. (5) The Company's Notification of Late Filing on Form 12b-25 for the period ended December 31, 1999, filed on March 31, 2000, pursuant to Section 13 of the Exchange Act. (6) The Company's Current Report on Form 8-K, filed on February 28, 2000, pursuant to the Exchange Act. (7) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. (8) The Company's Proxy Statement dated May 3, 2000, for its Annual Meeting of Stockholders held on June 6, 2000 filed pursuant to Section 14 of the Exchange Act. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The documents required to be so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. - ------------------------------------------------------ ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. - -------------------------------------------------- Counsel for the Company, Shaw Pittman, Washington, D.C., has rendered an opinion to the effect that the Common Stock offered hereby is duly and validly issued, fully paid and nonassessable. Certain members of Shaw Pittman, or investment partnerships of which such persons are partners, beneficially own approximately 9,650 shares of the Company's Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. - ----------------------------------------------------- Section 145 of the Delaware General Corporation Law ("Section 145") permits indemnification of directors, officers, agents and employees of a corporation under certain conditions and subject to certain limitations. The Company's Bylaws include provisions to require the Company to indemnify its directors and officers to the fullest extent permitted by Section 145, including circumstances in which indemnification is otherwise discretionary, and the Company has entered into indemnification agreements with its directors and officers to that effect. Section 145 empowers the Company to purchase and maintain insurance that protects its officers, directors, employees and agents against any liabilities in connection with -1- their service in such positions and the Company maintains such insurance providing coverage of up to $7 million with respect to liabilities arising out of certain matters, including matters arising under the Securities Act. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. - ---------------------------------------------------------------- ITEM 8. EXHIBITS. - -------------------- Exhibit Number Description ----------- 5.1 Opinion of Shaw Pittman, as to the legality of securities being registered. 10.1* 1999 Incentive Stock Plan of the Company. 23.1 Consent of Counsel (contained in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP 23.3 Consent of Ernst & Young LLP, independent auditors 24.1 Power of Attorney (included in signature pages). *Incorporated by reference to the Company's Prospectus/Joint Proxy Statement, filed on April 30, 1999, with the Commission, File No. 000-28100 ITEM 9. UNDERTAKINGS. - ------------------------ (a) The undersigned Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, and the State of Maryland on this 15th day of June, 2000. AXENT TECHNOLOGIES, INC. By: /s/ John C. Becker ---------------------- John C. Becker, Chief Executive Officer and Chairman of the Board of Directors POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Each person whose signature appears below in so signing also makes, constitutes and appoints John C. Becker, Phillip A. Salopek, and Brandon H. Hirsch, and each of them acting alone, his true and lawful attorney-in-fact, with full power of substitution, for him in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments and post-effective amendments to this Registration Statement on Form S-8, with exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof. -3-
Signature Title Date ----- ---- /s/ John C. Becker Chairman of the Board, Chief Executive June 15, 2000 - -------------------------- Officer and Director (Principal Executive John C. Becker Officer) /s/ Phillip A. Salopek Vice President of Finance, Treasurer June 15, 2000 - -------------------------- and Assistant Secretary (Principal Financial and Phillip A. Salopek Accounting Officer) /s/ Gabriel A. Battista Director June 15, 2000 - -------------------------- -------- Gabriel A. Battista /s/ John F. Burton Director June 15, 2000 - -------------------------- -------- John F. Burton /s/ Timothy A. Davenport Director June 15, 2000 - -------------------------- -------- Timothy A. Davenport /s/ Richard A. Lefebvre Director June 15, 2000 - -------------------------- -------- Richard A. Lefebvre /s/ Kevin A. McNerney Director June 15, 2000 - -------------------------- -------- Kevin A. McNerney
-4- EXHIBIT INDEX Exhibit Number Description ----------- 5.1 Opinion of Shaw Pittman, as to the legality of securities being registered. 10.1* 1999 Incentive Stock Plan of the Company. 23.1 Consent of Counsel (contained in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP 23.3 Consent of Ernst & Young LLP, independent auditors 24.1 Power of Attorney (included in signature pages). *Incorporated by reference to the Company's Prospectus/Joint Proxy Statement, filed on April 30, 1999, with the Commission, File No. 000-28100 EX-5.1 2 0002.txt OPINION OF SHAW PITTMAN Exhibit 5.1 September 20, 2000 AXENT Technologies, Inc. 2400 Research Boulevard Suite 200 Rockville, MD 20850 Re: REGISTRATION STATEMENT ON FORM S-8 Dear Ladies and Gentlemen: This opinion is furnished to you in connection with a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), for the registration of 1,400,000 shares of Common Stock, $.02 par value per share (the "Shares"), of AXENT Technologies, Inc., a Delaware corporation (the "Company"), issuable as a result of the Company's 1999 Stock Incentive Plan. We have examined the Amended and Restated Certificate of Incorporation and Bylaws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity of original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. We express no opinion herein as to the laws of any state or jurisdiction other than the Delaware General Corporation Law statute and the federal laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance, and the Shares, when issued and paid for in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Shaw Pittman ---------------- SHAW PITTMAN EX-23.2 3 0003.txt CONSENT OF PRICEWATERHOUSECOOPERS Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 26, 1999 relating to the December 31, 1998 and 1997 financial statements and financial statement schedules of Axent Technologies, Inc., which appears in Axent Technologies, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP ______________________________ PricewaterhouseCoopers LLP McLean, Virginia September 20, 2000 EX-23.3 4 0004.txt CONSENT OF ERNST & YOUNG Exhibit 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8 33-______), pertaining to the 1999 Incentive Stock Plan of AXENT Technologies, Inc., of our report dated March 17, 2000, with respect to the consolidated financial statements and schedule of AXENT Technologies, Inc. included in AXENT Technologies, Inc.'s Annual Report (Form 10-K) for the year ended December 31, 1999 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ------------------------------ Ernst & Young LLP McLean, Virginia September 15, 2000 -----END PRIVACY-ENHANCED MESSAGE-----