-----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, WzdxIpO/aTLQXD5VdiC5udPpABVVSPPWHP1oY5MD1gJpxY6dz3ylA1C6fOGoRYu0 ClwD1PGBOeeWB7VtzoT2Vw== 0001006196-98-000017.txt : 19980206 0001006196-98-000017.hdr.sgml : 19980206 ACCESSION NUMBER: 0001006196-98-000017 CONFORMED SUBMISSION TYPE: S-4MEF PUBLIC DOCUMENT COUNT: 4 333-43265 FILED AS OF DATE: 19980205 EFFECTIVENESS DATE: 19980205 SROS: NASD 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-4MEF SEC ACT: SEC FILE NUMBER: 333-45667 FILM NUMBER: 98522548 BUSINESS ADDRESS: STREET 1: 2400 RESEARCH BLVD STREET 2: STE 200 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3012585043 MAIL ADDRESS: STREET 1: 2400 RESEARCH BLVD STREET 2: SUITE 200 CITY: ROCKVILLE STATE: MD ZIP: 20850 S-4MEF 1 REGISTRATION OF ADDITIONAL SECURITIES As filed with the Securities and Exchange Commission on February 5, 1998 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4 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 Rockville, Maryland 20850 (301) 258-5043 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) DELAWARE 7372 87-0393420 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or Classification Code Number) Identification No.) organization) John C. Becker AXENT Technologies, Inc. 2400 Research Boulevard, Suite 200 Rockville, Maryland 20850 (301) 258-5043 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Edwin M. Martin, Jr., Esq. John J. Egan III, Esq. Piper & Marbury L.L.P. Goodwin, Procter & Hoar LLP Suite 800 Exchange Place 1200 Nineteenth Street, N.W. Boston, MA 02109 Washington, D.C. 20036 (617) 570-1000 (202) 861-3900 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement and the satisfaction or waiver of certain other conditions under the Agreement and Plan of Merger described herein. If the securities being registered on this form are being offered in 1 connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.^ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ Reg. No. 333-43265^ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ^
CALCULATION OF REGISTRATION FEE Proposed Proposed Amount Maximum Maximum Title of Each Class of to be Offering Aggregate Amount of Securities to be Registered Registered(1) Price Offering Registration Per Share(2) Price(2) Fee(2) Common Stock, par value $.02 per share of AXENT Technologies, Inc................................... 160,000 $ $3,037,500 $920.45 (1) The Securities to be offered hereby will be offered pursuant to a fixed exchange ratio of shares of Common Stock of AXENT Technologies, Inc. ("AXENT"), $.02 par value, for shares of Common Stock of Raptor Systems, Inc. ("Raptor"), $01 par value, in connection with the merger (the "Merger") of Raptor with a wholly-owned subsidiary of AXENT. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(1) and based upon the average of the high and low sales prices per share of Raptor Common Stock on February 3, 1998 on the Nasdaq National Market. If the Merger described herein is consummated, a maximum of .80 Shares will be issued for every one share of common stock.
2 INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-4 FILE NO. 333-43265 This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933. The registrant hereby incorporates by reference into this Registration Statement on Form S-4 in its entirety the Registration Statement on Form S-4, File No. 333-43265, including each of the documents filed by the registrant with the Commission and incorporated by reference therein. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Rockville, County of Montgomery, State of Maryland, on the 5th day of February 1998. AXENT TECHNOLOGIES, INC. /S/ GARY FORD By: Gary Ford General Counsel * /s/ JOHN C. BECKER John C. Becker President, Chief Executive Officer and Director (Principal Executive Officer) February 5, 1998 * /s/ RICHARD A. LEFEBVRE Richard A. Lefebvre Chairman of the Board and Director February 5, 1998 * /s/ ROBERT B. EDWARDS, JR. Robert B. Edwards, Jr. Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) February 5, 1998 4 * /s/ GABRIEL A. BATTISTA Gabriel A. Battista Director February 5, 1998 * /s/ JOHN F. BURTON John F. Burton Director February 5, 1998 * By: /s/ Gary Ford Gary Ford Attorney in Fact February 5, 1998 5 EXHIBIT INDEX AXENT TECHNOLOGIES, INC. Exhibit No. Description 5.1 Exhibit Opinion of Piper & Marbury L.L.P. regarding legality of securities being registered. ...................................... 23.1 Consent of Coopers & Lybrand L.L.P. (AXENT). ...................... 23.2 Consent of Coopers & Lybrand L.L.P. (Raptor). ..................... 23.3 Consent of Piper & Marbury L.L.P. (included as part of Exhibit 5.1 hereto)............................................................ 6 EX-5 2 OPINION LETTER FROM COUNSEL Exhibit 5.1 [PIPER & MARBURY L.L.P. LETTERHEAD] February 5, 1998 AXENT Technologies, Inc. 2400 Research Blvd. Rockville, Maryland 20850 Gentlemen: We have assisted in the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-4 (the "Registration Statement"), relating to 160,000 shares (the "Shares") of Common Stock, $0.02 par value per share, of AXENT Technologies, Inc., a Delaware corporation (the "Company"), to be issued in connection with the merger of Raptor Systems, Inc. ("Raptor") with a wholly-owned subsidiary of the Company ("Sub"). We have examined the Certificate of Incorporation and By-laws of the Company, and all amendments thereto, and have examined and relied upon the originals, or copies certified to our satisfaction, of such records of meetings of the directors and stockholders of the Company, documents and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. In examining the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued upon consummation of the Merger in accordance with the terms and provisions of the Agreement and Plan of Merger, by and among the Company, Raptor and Sub, dated as of December 1, 1997, will be duly and validly issued, fully paid and nonassessable. We hereby consent to the use of our name in the Registration Statement and under the caption "Legal Matters" in the related Prospectus/Proxy Statement and consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Piper & Marbury L.L.P. 7 EX-23 3 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of AXENT Technologies, Inc. on Form S-4, which includes the joint proxy statement of both AXENT Technologies, Inc. and Raptor Systems, Inc., of our report dated January 28, 1997, on our audits of the consolidated financial statements of AXENT Technologies, Inc. as of December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995 and 1994, as included in AXENT Technologies, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1996, which report is incorporated by reference in this registration statement on Form S-4. We also consent to the references to our firm under the captions "Conditions," "Independent Accountants" and "Experts." COOPERS & LYBRAND L.L.P. Washington, D.C. February 5, 1998 8 EX-23 4 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of AXENT Technologies, Inc. on Form S-4, which includes the joint proxy statement of both AXENT Technologies, Inc. and Raptor Systems, Inc., of our report dated January 28, 1997 on our audits of the consolidated financial statements of Raptor Systems, Inc. as of December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995 and 1994, as included in Raptor Systems, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1996, which report is incorporated by reference in this registration statement on Form S-4. We also consent to the references to our firm under the captions "conditions," "independent accountants" and "experts." COOPERS & LYBRAND L.L.P. Boston, Massachusetts February 5, 1998 9 -----END PRIVACY-ENHANCED MESSAGE-----