-----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, GbOa0mcpTsic6OmJIpeZtcW6FbX+P7icOe9fom21ZA2181mnkR6EcTIynibaV3HN uEElmp6zKYSdmlXj7Wmk7A== 0000928385-99-002324.txt : 19990722 0000928385-99-002324.hdr.sgml : 19990722 ACCESSION NUMBER: 0000928385-99-002324 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990721 EFFECTIVENESS DATE: 19990721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXENT TECHNOLOGIES INC CENTRAL INDEX KEY: 0001007997 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 870393420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-83329 FILM NUMBER: 99667490 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 FORM S-8 As filed with the Securities and Exchange Commission on July 21, 1999 Registration No. 333-____ ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT 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 JURISDICTION (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (I.R.S. EMPLOYER OF INCORPORATION OR IDENTIFICATION NO.) ORGANIZATION)
AXENT TECHNOLOGIES, INC. 1999 PASSGO TECHNOLOGIES EXCHANGE OPTION PLAN (FULL TITLE OF THE PLAN) COPY TO: JOHN C. BECKER CRAIG E. CHASON, ESQ. AXENT TECHNOLOGIES, INC. SHAW PITTMAN 2400 RESEARCH BOULEVARD, SUITE 200 1676 INTERNATIONAL DRIVE ROCKVILLE, MARYLAND 20850 MCLEAN, VIRGINIA 22102 (301) 258-5043 (703) 790-7900
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------- CALCULATION OF REGISTRATION FEE
______________________________________________________________________________________________________________________ TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE ________________________ ___________________ __________________________ ________________________ _________________ COMMON STOCK (PAR 64,157 $8.44/ (2)/ $203,409.21/(2)/ $56.55 /(2)/ VALUE $.02 PER SHARE) ______________________________________________________________________________________________________________________
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 1999 PassGo Technologies Exchange Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Calculated pursuant to Rule 457(h) on the basis of the maximum aggregate offering price of $203,409.21 computed upon the basis of the price at which the following options may be exercised: (a) 4,108 options at $8.44 (b) 60,049 options at $2.81 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 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 by AXENT are hereby incorporated by reference in this Registration Statement:
SEC File No.: 000-28100 Period/Filing Date ----------------------- ------------------ Annual Report on Form 10-K Year ended December 31, 1998 Quarterly Reports on Form 10-Q...................... Quarter ended March 31, 1999 Definitive Proxy Statement.......................... Filed on April 30, 1999 Current Report on Form 8-K.......................... Filed on April 13, 1999 and amended on June 14, 1999 Registration Statement on Form 8-A.................. Filed on March 29, 1996, including any amendment or report (for description of AXENT's common stock) filed for the purpose of updating the description of AXENT's common stock
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. -------------------------- The Common Stock being registered pursuant to this registration statement is part of a class of securities registered under Section 12 of the Exchange Act. A description of such securities is contained in AXENT's registration statement on Form 8-A under the Exchange Act, and is incorporated herein by reference. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. --------------------------------------- Counsel for the Company, Shaw Pittman, McLean, Virginia, 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 beneficially own approximately 10,150 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 Registrant's Bylaws include provisions to require the Registrant to indemnify its directors and officers to the fullest extent permitted by Section 145, including circumstances in which indemnification is otherwise discretionary, and the Registrant has entered into indemnification agreements with its directors and executive officers to that effect. Section 145 empowers the Registrant to purchase and maintain insurance that protects its officers, directors, employees and agents against any liabilities incurred in connection with their service in such positions and the Registrant maintains such insurance providing coverage of up to $12 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 PassGo Technologies Exchange Option Plan 23.1 Consent of Counsel (contained in Exhibit 5.1). 23.2 Consent of Independent Accountants. 24.1 Power of Attorney (included in signature pages). ITEM 9. UNDERTAKINGS. ------------ (a) The undersigned Registrant 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 Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant'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 Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 the Act and will be governed by the final adjudication of such issue. 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-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 20th day of July, 1999. AXENT TECHNOLOGIES, INC. By: /s/ John C. Becker ----------------------------------------------------- John C. Becker, President and Chief Executive Officer 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, Gary Ford, and Craig E. Chason, 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. A Majority of the Board of Directors:
Signature Title Date - --------- ----- ---- /s/ John C. Becker Chairman of the Board, Chief July 21, 1999 - ----------------------------------- Executive Officer and Director John C. Becker Vice President, Chief /s/ Robert B. Edwards, Jr. Financial Officer and Treasurer July 21, 1999 - ----------------------------------- Robert B. Edwards, Jr. /s/ Richard A. Lefebvre Director July 21, 1999 - ----------------------------------- Richard A. Lefebvre /s/ Gabriel A. Battista Director July 21, 1999 - ----------------------------------- Gabriel A. Battista Director - ----------------------------------- John F. Burton /s/ Timothy A. Davenport Director July 21, 1999 - ----------------------------------- Timothy A. Davenport /s/ Kevin A. McNerney Director July 21, 1999 - ----------------------------------- Kevin A. McNerney
EXHIBIT INDEX Exhibit Number Description ------ ----------- 5.1 Opinion of Shaw Pittman (contains Consent of Counsel). 10.1 1999 PassGo Technologies Exchange Option Plan. 23.1 Consent of Counsel (contained in Exhibit 5.1). 23.2 Consent of Independent Accountants. 24.1 Power of Attorney (included in signature pages). EX-5.1 2 OPINION OF SHAW PITTMAN Exhibit 5.1 July 21, 1999 AXENT Technologies, Inc. 2400 Research Boulevard, Suite 200 Rockville, MD 20850 Re: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: We have acted as counsel for AXENT Technologies, Inc., a Delaware corporation (the "Company"), in connection with the registration of 64,157 shares (the "Shares") of the Company's common stock, par value $.02 per share (the "Common Stock"), pursuant to a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement"), which are available for purchase under the 1999 PassGo Technologies Exchange Option Plan (the "Plan"). Based upon our examination of the originals or copies of such documents, corporate records, certificates of officers of the Company and such other instruments as we have deemed necessary, and upon the laws as presently in effect, we are of the opinion that the Shares of Common Stock have been duly authorized for issuance by the Company and, upon payment, issuance and delivery in accordance with the terms of the Plan and related grant agreements, will be fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, Shaw Pittman /s/ Shaw Pittman EX-10.1 3 1999 PASSGO TECHNOLOGIES EXCHANGE OPTION PLAN AXENT TECHNOLOGIES, INC. 1999 PassGo Technologies Exchange Option Plan 1. Establishment, Purpose and Types of Awards. AXENT Technologies, Inc. ("AXENT") hereby establishes the AXENT Technologies, Inc. 1999 PassGo Technologies Exchange Option Plan (the "Plan") in connection with its acquisition of CKS Limited, a private company limited by shares incorporated in and under the laws of England ("CKS"), for the sole purpose of granting stock options to purchase shares of Common Stock in exchange for or upon conversion or assumption of options outstanding at the closing of the Share Exchange Agreement among AXENT and the holders of the outstanding share capital of CKS to acquire CKS shares held by the employees and former employees of CKS and its subsidiaries. 2. Definitions. Under this Plan, except where the context otherwise indicates, the following definitions apply: (a) "Award" shall mean a stock option award. (b) "Board" shall mean the Board of Directors of AXENT. (c) "Code" shall mean the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. (d) "Common Stock" shall mean shares of common stock of AXENT, par value of two cents ($0.02) per share. (e) "Subsidiary" and "Subsidiaries" shall mean only a corporation or corporations, whether now or hereafter existing, within the meaning of the definition of "subsidiary corporation" provided in Section 424(f) of the Code, or any successor thereto. 3. Administration. (a) Administration of the Plan. The Plan shall be administered by the Board or by such committee or committees or officers of AXENT as may be appointed by the Board from time to time (the Board, committee or committees or officers hereinafter referred to as the "Administrator"). (b) Powers of the Administrator. The Administrator shall have all of the powers vested in it by the terms of the Plan, such powers to include the authority to grant Awards under the Plan and to prescribe Grant Agreements evidencing such Awards. The Administrator shall have full power and authority to take all other actions necessary to carry out the purpose and intent of the Plan, including, but not limited to, the authority to: (i) impose such terms, limitations, restrictions, and conditions upon any such Award or Common Stock acquired pursuant to any such Award as the Administrator shall deem appropriate and that are not inconsistent with the terms of the Plan; (ii) modify, amend, extend or renew outstanding Awards, or accept the surrender of outstanding Awards and substitute new Awards (provided however, that, except as provided in Section 7(c) of the Plan, any modification that would affect any outstanding Award (or affect in any way in the case of an Award subject to French law) shall not be made without the consent of the holder, unless such modification is deemed necessary or desirable to qualify the Plan or Award under rules and regulations promulgated by a recognized stock exchange, to correct any inconsistency, defect or omission in the Plan or Award or to qualify the Plan or Award for favorable tax treatment available in a specific country); and (iii) accelerate or otherwise change the time in which an Award may be exercised or becomes payable and to waive or accelerate the lapse, in whole or in part, of any restriction or condition with respect to such Award, including, but not limited to, any restriction or condition with respect to the vesting or exercisability of an Award. The Administrator shall have full power and authority, in its sole and absolute discretion, to administer and interpret the Plan and to adopt and interpret such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Administrator deems necessary or advisable. (c) Limited Liability. To the maximum extent permitted by law, no person serving as Administrator or as a member of the Administrator shall be liable for any action taken or decision made in good faith relating to the Plan or any Award thereunder. (d) Indemnification. To the maximum extent permitted by law and by AXENT's charter and bylaws, any person serving as Administrator or the members of the Administrator shall be indemnified by AXENT in respect of all their activities under the Plan. (e) Effect of Administrator's Decision. All actions taken and decisions and determinations made by the Administrator on all matters relating to the Plan pursuant to the powers vested in it hereunder shall be in the Administrator's sole and absolute discretion and shall be conclusive and binding on all parties concerned, including AXENT, its stockholders, any participants in the Plan and any other employee of AXENT, and their respective successors in interest. 4. Shares Available for the Plan; Maximum Awards. Subject to adjustments as provided in Section 7(c) of the Plan, the shares of Common Stock that may be issued with respect to Awards granted under the Plan shall not exceed an aggregate of sixty-four one hundred fifty-seven (64,157) shares of Common Stock. The Corporation shall reserve such number of shares for Awards under the Plan, subject to adjustments as provided in Section 7(c) of the Plan. 2 5. Participation. Participation in the Plan shall be limited to employees and former employees of CKS and its subsidiaries who held outstanding stock options under the CKS Unapproved Executive Share Option Scheme on the date of acquisition of CKS by AXENT (the "CKS Options") and, if applicable, who agree to the substitution of their CKS Options with stock options granted under the Plan. 6. Awards of Stock Options. Stock options shall be granted under the Plan in substitution for the CKS Options. No other stock options shall be granted under the Plan. To the extent possible, the terms and conditions of the stock options so granted, as set forth in the Grant Agreement, shall conform to the terms and conditions of the CKS Options for which they are substituted including, without limitation, the expiration date, the vesting schedule and the provision that the portion of any such stock option then unvested and unexercisable terminate upon the termination of employment by the grantee with AXENT or any Subsidiary and the provision that the portion of any such stock option then vested and exercisable terminate thirty (30) days after termination of employment by the grantee with AXENT or any Subsidiary. The grant of an Award under the Plan shall be made to an employee by Grant Agreement in such form as the Administrator shall decide. Any Award may be renounced by the employee signing and delivering to AXENT a form of renunciation (in such form as AXENT may decide) within fourteen (14) days of receipt of a Grant Agreement notifying the employee of the grant of the Award or by failing to accept the Grant Agreement by that date. Any Award may be subject to conditions of exercise as the Administrator thinks fit and are contained in the Grant Agreement. Unless renounced, the relevant Award shall be deemed to have been granted and to have taken effect on the grant date specified in the Grant Agreement. If any Award is granted or purports to be granted in breach of the rules or limits of this Plan, it shall be void. 7. Miscellaneous. (a) Withholding of Taxes. If AXENT in its discretion determines that it is obliged to withhold any tax in connection with any Award or any Common Stock acquired pursuant to an Award, the grantee or other holder of the Award shall pay to AXENT or its Subsidiary employing the grantee or other holder, or make provision satisfactory to the Administrator for payment of, any taxes required to be withheld in respect of the Award or Common Stock no later than the date of the event creating the tax liability. AXENT or its Subsidiary, to the extent permitted by law, may deduct any such tax obligations from any payment of any kind otherwise due to the grantee or holder, including shares of Common Stock otherwise deliverable to the grantee or holder. In the event that payment to AXENT of such tax obligations is made in shares of Common Stock, such shares shall be valued at Fair Market Value on the applicable date for such purposes. 3 (b) Transferability. No Award granted under the Plan shall be transferable by a grantee but may be exercised by the grantee's personal representative in the event of the grantee's death. (c) Adjustments; Business Combinations. In the event of changes in the Common Stock of AXENT by reason of any stock dividend, split-up or similar change in or to AXENT's Common Stock (and to the extent not inconsistent with the final paragraph of this Section 7(c), any recapitalization, merger, consolidation, business combination, exchange of shares, dissolution, liquidation or sale of assets) the Administrator shall, in its discretion, make adjustments to the maximum number and kind of shares reserved for issuance hereunder with respect to which Awards may be granted under this Plan and to the number, kind and price of shares covered by Awards then outstanding, in such manner as is fair and reasonable. Any such adjustment shall be made on the basis that the amount payable by a grantee on full exercise of any stock option shall remain as nearly as possible the same as (but shall not be greater than) it was before such event. Notwithstanding anything in the Plan to the contrary and without the consent of holders of Awards, the Administrator, in its sole discretion, may make any modifications to any Awards, including but not limited to cancellation, forfeiture, surrender or other termination of the Awards in whole or in part regardless of the vested status of the Award, in order to facilitate any merger, business combination or other acquisition of AXENT that is authorized by the Board to comply with requirements for treatment as a pooling of interests transaction for accounting purposes under generally accepted accounting principles. The Administrator is authorized to make, in its discretion and without the consent of holders of Awards, adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting AXENT, or the financial statements of AXENT or any Subsidiary, or of changes in applicable laws, regulations, or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. 4 In the case of (i) the dissolution or liquidation of AXENT, (ii) a reorganization, merger, consolidation or business combination in which AXENT is not the surviving corporation, or which results in the acquisition of substantially all of the Common Stock by a single person, entity or group of persons or entities or (iii) the sale of all or substantially all of the property of AXENT to another entity, all Awards then outstanding in whole or in part shall terminate immediately before the consummation of such merger, consolidation, acquisition, reorganization, liquidation, sale or transfer unless exercised within a period specified in a notice to be given by AXENT unless provision is made in connection with such transaction for the assumption of such Awards, the substitution for such Award of a new stock option of the successor corporation or a parent thereof, with appropriate adjustment as of the number and kind of shares and the per share exercise price, or the payment of, or the binding agreement to pay, cash in lieu thereof. (d) Termination, Amendment and Modification of the Plan. The Board may, in its absolute discretion, revise, amend, suspend or terminate the Plan in whole or in part. (e) Non-Guarantee of Employment or Service; Rights of Grantees. Nothing in the Plan or in any Grant Agreement thereunder shall confer any right on an individual to continue in the service of AXENT, shall interfere in any way with the right of AXENT to terminate such service at any time or shall evidence an intent for any Award to be determined to be a form of compensation to the grantee of any Award or any other person if such determination would modify, vary, amend or supercede any term or condition of such Award and the applicable Grant Agreement. No person shall be deemed for any purpose to be the owner of any shares of Common Stock subject to any option unless and until (i) the option shall have been exercised pursuant to the terms thereof, (ii) all requirements under applicable law and regulations shall have been complied with to the satisfaction of AXENT, (iii) AXENT shall have issued and delivered the shares to the person, and (iv) the person's name shall have been entered as a stockholder of record on the books of AXENT; thereupon, the person shall have full voting, dividend and other ownership rights with respect to such shares of Common Stock. (f) Waiver of Rights. It shall be a condition of participation in the Plan that, in the event of any change in a grantee's terms and conditions of employment or the function for which he is employed to perform, he shall not be entitled to any damages, additional damages or compensation whatsoever by reason of any termination of alteration of rights or expectations under the Plan which he might otherwise have enjoyed, and each grantee is deemed to have waived all such rights which he might have by not renouncing his option. (g) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between AXENT and a grantee or any other person. To the extent that any grantee or other person acquires a right to receive payments from AXENT pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of AXENT. (h) Governing Law. The validity, construction and effect of the Plan, of Grant Agreements entered into pursuant to the Plan, and of any rules, regulations, determinations or decisions made by the Administrator relating to the Plan or such Grant Agreements, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with applicable federal laws of the U.S. and the laws of the State of Delaware, without regard to its conflict of laws principles. 5 (i) Effective Date; Termination Date. The Plan is effective as of the date as of which AXENT acquired CKS. Subject to other applicable provisions of the Plan, all Awards made under the Plan shall remain in effect until such Awards have been satisfied or terminated in accordance with the Plan and the terms of such Awards. Date Approved by the Board: March 28, 1999 6 EX-23.2 4 CONSENT OF INDEPENDENT ACCOUNTANTS 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 financial statements and financial statement schedules, which appears in Axent Technologies, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. PricewaterhouseCoopers LLP McLean, Virginia July 21, 1999 -----END PRIVACY-ENHANCED MESSAGE-----