-----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, VZWVqty/8gK1DB/oyTfJAt5RNTpbNabMuwv+kKS5C5+MU+EdZnZc84ujq4nBM4kU 21UrHSt/LpIlOzHU56/5xg== 0000928385-99-003087.txt : 19991021 0000928385-99-003087.hdr.sgml : 19991021 ACCESSION NUMBER: 0000928385-99-003087 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991020 EFFECTIVENESS DATE: 19991020 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: 333-89379 FILM NUMBER: 99731182 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 October 20, 1999 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) GARY M. FORD 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 1,300,000 $12.563 /(2)/ $16,331,900 /(2)/ $4,540.27 /(2)/ $.02 per share) ____________________________________________________________________________________________________________________________________
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 1999 Incentive Stock 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) Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee on the basis of the closing price of $12.563 per share reported on the Nasdaq National Market on October 19, 1999. 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 (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, 1998, filed on March 31, 1999, pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"). (2) The Company's Interim Report on Form 8-K filed on April 13, 1999 and Amendment Number 1 to Form 8-K filed on June 14, 1999 pursuant to Section 13 of the Exchange Act. (3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1999, filed on August 16, 1999, pursuant to Section 13 of the Exchange Act. (4) 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. (5) The Company's Proxy Statement dated April 30, 1999, for its Annual Meeting of Stockholders held on June 4, 1999 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 -1- against any liabilities incurred in connection with 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 Independent Accountants. 24.1 Power of Attorney (included in signature pages). 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 20th day of October, 1999. AXENT TECHNOLOGIES, INC. By: /s/ John C. Becker --------------------------------------- John C. Becker, Chief Executive Officer and Director 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 M. Ford, and Robert B. Edwards, Jr., 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- A Majority of the Board of Directors:
Signature Title Date - --------- ----- ---- /s/ John C. Becker Chairman of the Board, Chief Executive October 20, 1999 - ---------------------------------- Officer and Director (Principal Executive John C. Becker Officer) /s/ Robert B. Edwards, Jr. Vice President, Chief Financial Officer October 20, 1999 - ---------------------------------- and Treasurer (Principal Financial and Robert B. Edwards, Jr. Accounting Officer) /s/ Gabriel A. Battista Director October 20, 1999 - ----------------------------------- Gabriel A. Battista /s/ John F. Burton Director October 20, 1999 - ----------------------------------- John F. Burton /s/ Timothy A. Davenport Director October 20, 1999 - ----------------------------------- Timothy A. Davenport /s/ Richard A. Lefebvre Director October 20, 1999 - ------------------------------ Richard A. Lefebvre /s/ Kevin A. McNerney Director October 20, 1999 - ------------------------------ Kevin A. McNerney
-4- EXHIBIT INDEX Exhibit Number Description ------ ----------- 5.1 Opinion of Shaw Pittman L.L.P. (contains Consent of Counsel). 10.1* 1999 Incentive Stock Plan of the Company. 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). _________________ *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 EXHIBIT 5.1 October 19, 1999 AXENT Technologies, Inc. 2400 Research Blvd. Suite 20850 Rockville, Maryland 20850 Ladies and Gentlemen: We have acted as counsel for AXENT Technologies, Inc., a Delaware corporation (the "Company"), in connection with the registration of 1,300,000 shares (the "Shares") of the Company's common stock, par value $.02 (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 AXENT Technologies, Inc. 1999 Incentive Stock 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 upon issuance and delivery in accordance with the terms of the Plan, the Shares will be fully paid and non-assessable. We here by consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, Shaw Pittman EX-23.2 3 EXHIBIT 23.2 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 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 October 20, 1999 -----END PRIVACY-ENHANCED MESSAGE-----