-----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, C7su2YXtQcgC5T+eBdtO07XlWVEYSbn+3T7DaQOPzTLGegpQ4n1m2pKEF/X+Y2cB evc79H8OfGp6IJ+Q0iJRrg== 0001006196-98-000034.txt : 19980306 0001006196-98-000034.hdr.sgml : 19980306 ACCESSION NUMBER: 0001006196-98-000034 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980305 EFFECTIVENESS DATE: 19980305 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-8 SEC ACT: SEC FILE NUMBER: 333-47373 FILM NUMBER: 98558214 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 REGISTRATION STATEMENT ON FORM S-8 As filed with the Securities and Exchange Commission on March 5, 1998 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 incorporation or No.) organization) AXENT Technologies, Inc. 1998 EXCHANGE OPTION PLAN (Full title of the plan) Copy to: JOHN C. BECKER EDWIN M. MARTIN, ESQ. AXENT Technologies, Inc. Piper & Marbury L.L.P. 2400 Research Boulevard, Suite 200 1200 Nineteenth Street, N.W. Rockville, Maryland 20850 Washington, D.C. 20036 (301) 258-5043 (202) 861-3900 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE TO BE REGISTERED REGISTERED(1) SHARE PRICE Common Stock (par value $.02 per share) 155,964 $20.875(2) $3,255,648.50(2) $960.45(2) 1,722,762 $7.673(3) $13,218,752.83(3) $3,899.53(3) 1998 Exchange Option Plan
- -------------------------------------------------------------------------------- 1 (1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 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) Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee on the basis of the closing price of $20.875 per share reported on the Nasdaq National Market on February 27, 1998. (3) Calculated pursuant to Rule 457(h) on the basis of the weighted average exercise price of $7.673 per share. 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. 2 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, 1996, filed on March 28, 1997, pursuant to Section 13 of the Exchange Act. (2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997, filed on November 13, 1997, pursuant to Section 13 of the Exchange Act. (3) 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. (4) The information contained in the Company's Prospectus/Joint Proxy Statement dated January 2, 1998, for its Special Meeting of Stockholders to be held on February 5, 1998. 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, Piper & Marbury L.L.P., 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 Piper & Marbury L.L.P., or investment partnerships of which such persons are partners, beneficially own approximately 500 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 $7 million with respect to liabilities arising out of certain matters, including matters arising under the Securities Act. 3 At present, there is no pending litigation or proceeding involving a director or officer of the Registrant as to which indemnification is being sought nor is the Registrant aware of any threatened litigation that may result in claims for indemnification by any officer or director. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibit Number Description 5.1 Opinion of Piper & Marbury L.L.P., as to the legality of securities being registered. 10.1 Exchange Option 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 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. 4 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 27th day of February, 1998. AXENT TECHNOLOGIES, INC. By: /s/ John C. Becker John C. Becker, President, 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 Ford, and Edwin M. Martin, 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 amendents 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 subsititute or substitutes may do or cause to be done by virtue hereof. 5 A MAJORITY OF THE BOARD OF DIRECTORS: Signature Title Date /s/ John C. Becker President, Chief Executive February 27, 1998 John C. Becker Officer and Director (Principal Executive Officer) /s/ Robert B. Edwards, Jr. Vice President, Chief February 27, 1998 Robert B. Edwards, Jr. Financial Officer and Treasurer (Principal Financial and Accounting Officer) /s/ Richard A. Lefebvre Chairman of the February 27, 1998 Richard A. Lefebvre Board and Director /s/ Gabriel A. Battista Director February 27, 1998 Gabriel A. Battista /s/ John F. Burton Director February 27, 1998 John F. Burton ______________________ Director February 27, 1998 Shaun McConnon _____________________ Director February 27, 1998 Robert Schechter _____________________ Director February 27, 1998 Robert Steinkrauss 6 EXHIBIT INDEX Exhibit Number Description 5.1 Opinion of Piper & Marbury L.L.P. (contains Consent of Counsel). 10.1* Exchange Option 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 December 24, 1997, with the Commission, File No. 00028100. 7 EX-5.1 2 OPINION AND CONSENT OF COUNSEL Exhibit 5.1 PIPER & MARBURY L.L.P. 1200 NINETEENTH STREET, N.W. WASHINGTON, D.C. 20036-2430 202-861-3900 FAX: 202-223-2085 March 5, 1998 AXENT Technologies, Inc. 2400 Research Boulevard, Suite 200 Rockville, Maryland 20850 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about March 5, 1998 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 1,878,726 shares of Common Stock reserved for issuance under the 1998 Exchange Option Plan (the "Plan"). As your legal counsel, we have examined the proceedings proposed to be taken by you in connection with the sale and issuance of said shares. It is our opinion that, upon completion of the proceedings to be taken prior to issuance of the shares pursuant to the Prospectus constituting part of the Registration Statement on Form S-8 and upon completion of the proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the shares, when issued and sold in the manner referred to in the Plan and the agreements which accompany the Plan, and in accordance with the Company's Amended and Restated Certificate of Incorporation, will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to said Registration Statement and further consent to the use of our name wherever appearing in said Registration Statement and amendments thereto. Very truly yours, /s/ Piper & Marbury L.L.P. 8 EX-23.2 3 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of AXENT Technologies, Inc. of our report, dated January 28, 1997, on our audits of the consolidated financial statements and financial statement schedule of AXENT Technologies, Inc., as of December 31, 1995 and 1996 and for each of the three years in the period ended December 31, 1996, included in its Annual Report on Form 10-K (File No. 000-28100), as filed with the Securities and Exchange Commission which report is incorporated by reference in this Form S-8. Coopers & Lybrand L.L.P. Washington, D.C. March 5, 1998 9 -----END PRIVACY-ENHANCED MESSAGE-----