-----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, NrCuaWSUE3tn7fsalrfCGRT+1nI69sQw+6PCcz5nR6DMkuNw0PMOl2nbvnmzVGtL 5TqCgmQ2jpA5unhXZJV4VA== 0001006196-98-000028.txt : 19980223 0001006196-98-000028.hdr.sgml : 19980223 ACCESSION NUMBER: 0001006196-98-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980205 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980220 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: 8-K SEC ACT: SEC FILE NUMBER: 000-28100 FILM NUMBER: 98546627 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 8-K 1 AXENT AND RAPTOR COMPLETE MERGER SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 1998 AXENT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-28100 87-0393420 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 2400 Research Boulevard, Suite 200 Rockville, Maryland 20850 (Address of principal executive offices) (Zip Code) (301) 258-5403 (Registrant's telephone number) 1 Item 2. Other Events. At a special meeting on February 5, 1998, the stockholders of AXENT Technologies, Inc. ("AXENT") approved the issuance of shares of AXENT common stock in connection with the Agreement and Plan of Merger dated as of December 1, 1997 (the "Merger Agreement") by and among AXENT, Raptor Systems, Inc. ("Raptor") and Axquisition Two, Inc. ("Axquisition"), a wholly-owned subsidiary of AXENT, and the 1998 Raptor Option Exchange Plan (the "Exchange Plan"). Pursuant to the terms of the Merger Agreement, Axquisition would be merged with and into Raptor (the "Merger"), which would become a wholly-owned subsidiary of AXENT. At a special meeting on February 5, 1998, the stockholders of Raptor approved the Merger Agreement and the Merger. Following the special meetings, the Merger was consummated and Axquisition was merged with and into Raptor on February 5, 1998. As provided in the Merger Agreement, each share of Raptor common stock outstanding at the effective time of the Merger was converted into, and represented the right to receive, 0.80 of a share of AXENT common stock and cash in lieu of fractional shares of AXENT common stock. Based upon 13,590,020 shares of Raptor common stock outstanding at December 31, 1997, AXENT would issue approximately 10,872,016 shares of AXENT common stock as a result of the Merger. In addition, as provided in the Merger Agreement, AXENT agreed to issue stock options covering up to 1,842,841 shares of AXENT common stock under the Exchange Plan in exchange for all stock options to purchase Raptor common stock outstanding immediately prior to the effective time of the Merger. AXENT will account for the Merger under the pooling-of-interests method of accounting. AXENT expects to take a one-time charge in connection with the Merger estimated to be approximately $17 million. Raptor developed, marketed, licensed and supported a family of integrated network security software products that provide comprehensive, enterprise-wide security for organizational networks, including networks that are connected to the Internet. AXENT intends to continue the business of Raptor, which will become a strategic business unit of AXENT, and combine many aspects of the businesses of AXENT and Raptor. Item 5. Other Events. On February 4, 1998, Jacqueline C. Morby, Richard A. Hosley II and Richard W. Smith resigned as directors of AXENT. On February 5, 1997, Robert A. Steinkrauss, Robert Schechter and Shaun McConnon were appointed to serve as directors of AXENT to fill the vacancies created by those resignations. 2 At the special meeting of AXENT stockholders on February 5, 1998, AXENT's stockholders approved AXENT's 1998 Employee Stock Purchase Plan and AXENT's Incentive Stock Plan, and the reservation of 500,000 and 1,800,000 shares of AXENT common stock, respectively, for issuance thereunder. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. Financial statements of Raptor Systems, Inc. are incorporated herein by reference to AXENT's definitive proxy statement dated January 5, 1998. (b) Pro Forma Financial Information. Pro forma financial statements are incorporated herein by reference to AXENT's definitive proxy statement dated January 5, 1998. (c) Exhibits. The Agreement and Plan of Merger dated as of December 1, 1997 by and among AXENT Technologies, Inc., Raptor Systems, Inc. and Axquisition Two, Inc. is incorporated herein by reference to Annex A to AXENT's definitive proxy statement dated January 5, 1998. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: February 20, 1998 AXENT Technologies, Inc. /s/ John C. Becker By: John C. Becker Title: President and Chief Executive Officer 4 EX-99.1 2 PRESS RELEASE PRESS RELEASE CONTACT Katherine Edwards Bryan Scanlon, Liz Marshall AXENT Technologies, Inc. Schwartz Communications Tel: (301) 670-3533 Tel: (781) 684-0770 info@axent.com bryans@schwartz-pr.com lizm@schwartz-pr.com FOR IMMEDIATE RELEASE Stockholders Approve AXENT Technologies' Merger with Raptor Systems Creates One of the Largest Security Solution Providers and Unmatched Enterprise Security Solutions from One Source Rockville, MD--February 5, 1998--AXENT Technologies, Inc. (NASDAQ: AXNT), The SOURCE for Enterprise Security(TM), announced today that the merger agreement with Raptor Systems, Inc. (NASDAQ: RAPT), was approved by each company's stockholders in meetings held today. In the merger, AXENT(TM) will issue approximately 12.8 million shares its common stock. The combined companies will operate as AXENT Technologies, Inc. and offer customers worldwide AXENT's industry-leading, award-winning OmniGuard(R) suite of enterprise security management solutions with Raptor's highly-regarded, award-winning Eagle(TM) network security products. The merger of AXENT Technologies and Raptor Systems will create the first true enterprise security vendor that has the foresight, technology and expertise to protect the enterprise, enabling organizations to secure their critical information assets. Combining technology with a balanced distribution model of direct sales and over 500 resellers to achieve broad account penetration, AXENT is well positioned to deliver comprehensive solutions and services to help customers secure increasingly diverse and complex environments. "AXENT is now positioned as an ideal security partner to help simplify enterprise security as customers demand that security vendors provide the widest range of integrated security solutions for today's multi-platform computing environments," said John Becker, AXENT's president and chief executive officer. "The consummation of the merger accelerates our strategy of being a single source provider of enterprise security solutions by giving AXENT the critical mass, product breadth, and balanced distribution capabilities to be a dominant force in the security marketplace." The merger agreement, which had been approved by the respective Boards of Directors of each company, was approved by each company's stockholders at meetings held today. The transaction will be accounted for as a pooling of interests. The resulting transaction value is approximately $245 million based upon the closing price of AXENT stock on February 4, 1998. AXENT expects to take a one-time charge in connection with the merger estimated to be approximately $17 million. AXENT's headquarters will remain in Rockville, MD, and Raptor will become a strategic business unit of the company. 5 About AXENT(TM) AXENT Technologies(R) is The SOURCE for Enterprise Security(TM). The award-winning OmniGuard(R) suite of products enables organizations to centrally manage information security. In addition, OmniGuard provides enhanced data confidentiality, access control, user administration, remote access authentication and intrusion detection across the Internet and intranets for UNIX(R), Windows(R) 3.x, Windows NT(R), Windows 95(TM), NetWare(R) and mid-range systems. AXENT simplifies the security equation by helping companies address more aspects of enterprise-wide security than any other vendor. Headquartered in Rockville, MD, AXENT offers the broadest line of security products used by Fortune 1000 companies and governments worldwide to protect information systems in heterogeneous computing environments. Contact AXENT via e-mail at info@axent.com, or visit AXENT's World Wide Web site at http://www.axent.com. Except for the historical information contained herein, the matters discussed and the statements made in this release concerning AXENT's and Raptor's future prospects are "forward-looking statements" under the Federal securities laws that involve risks and uncertainties. Because such statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially, including without limitation, integration risks related to the proposed transaction, risks that the contemplated benefits of the proposed transaction will not be realized, the risk that the proposed transaction will not be consummated and the impact of competitive products and developments, market conditions, general economic conditions, new technologies and industry standards. Important factors which could cause actual results to differ materially are described in reports on Forms S-4 filed by AXENT on December 24, 1997 and Forms 10-Q filed by AXENT with the Securities and Exchange Commission. ### AXENT, AXENT Technologies, the AXENT logo, The SOURCE for Enterprise Security, and OmniGuard are trademarks or registered trademarks, in the United States and certain other countries, of AXENT Technologies, Inc. Raptor Systems, the Raptor logo and Eagle are trademarks or registered trademarks, in the United States and certain other countries, of Raptor Systems, Inc. Windows and Windows NT are registered trademarks and Windows 95 is a trademark of Microsoft Corporation; NetWare is a registered trademark of Novell, Inc.; UNIX is a registered trademark licensed exclusively by X/Open Company, Ltd.; and other product names and trademarks are the property of their respective owners. 6 -----END PRIVACY-ENHANCED MESSAGE-----