-----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, RReuTBDl7w5Lc+p7bIrA1wLLAYKAi1T26NzcEtnM82sUZ6J7bxAVzbxg2MEzxHm3 i7myHBC0hvKvZOeqlOj9sA== 0001006196-97-000006.txt : 19970123 0001006196-97-000006.hdr.sgml : 19970123 ACCESSION NUMBER: 0001006196-97-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970106 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19970122 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: 1934 Act SEC FILE NUMBER: 000-28100 FILM NUMBER: 97509030 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 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): January 6, 1997 -------------------- AXENT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-28100 87-0393420 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File No.) Identification No.) 2400 Research Boulevard Suite 200 Rockville, Maryland 20850 (Address of principal executive office) (Zip Code) Registrant's telephone number including area code: (301) 258-5043 Item 5. Other Events. On January 6, 1997, AXENT Technologies, Inc. ("AXENT"), AssureNet Pathways, Inc. ("AssureNet", formerly known as Digital Pathways, Inc.) and Axquisition, Inc., a wholly-owned subsidiary of AXENT, entered into an Agreement and Plan of Merger (the "Merger Agreement"), the description of which herein is qualified in its entirety by the terms of the Merger Agreement. The Merger Agreement provides that, following approval and adoption of the Merger Agreement by the stockholders of AssureNet, AssureNet will be merged with and into Axquisition, Inc., which will be the surviving corporation and remain a wholly-owned subsidiary of AXENT. The Merger Agreement provides that, upon consummation of that merger, AXENT would issue 1,550,000 shares (or such smaller number as equals $29,450,000 divided by the Buyer Share Market Value, as that term is defined in the Merger Agreement) of its common stock in exchange for (a) all shares of AssureNet capital stock outstanding at the effective time of the merger, (b) all shares of AssureNet common stock issuable upon exercise of options issued by AssureNet that are "in-the-money" (i.e., that have an exercise price per share less than the Common Stock Conversion Ratio multiplied by the Buyer Share Market Value, as those terms are defined in the Merger Agreement) and (c) all shares of AssureNet common stock issuable upon exercise of options and warrants issued or granted by AssureNet on or after January 6, 1997. Upon consummation of that merger, AXENT will assume all options and warrants granted or issued by AssureNet. The Merger Agreement is subject to approval by AssureNet stockholders, government regulatory approval and certain other standard closing conditions. Holders of a majority of AssureNet common shares, preferred shares and Series C preferred shares have agreed to vote for the merger. Closing currently is expected to occur in late March 1997. AXENT expects that the proposed merger with AssureNet will be accounted for using purchase accounting. In connection with that transaction, AXENT expects to take a one-time charge of $24 million to $32 million for purchased in-process research and development. Based upon the closing price of AXENT's common stock on January 6, 1997, the last full trading day prior to the public announcement of the proposed merger, the 1,550,000 shares that AXENT would issue therein would have an aggregate value of $24.8 million. The 1,550,000 shares that AXENT would issue in the proposed merger would constitute approximately 13.3% of the shares of AXENT's common stock outstanding at December 31, 1996. Concurrent with the execution of the Merger Agreement, AssureNet and AXENT entered into a Management Agreement, the form of which is attached as Exhibit G to the Merger Agreement and the description of which herein is qualified in its entirety by the terms of the Management Agreement. The parties entered into the Management Agreement with the expectation that the proposed merger would be consummated and that, in the meanwhile, the parties would benefit if AXENT could make and implement good faith decisions to integrate the operations and products of AssureNet with those of AXENT. AXENT has authority under the Management Agreement to manage all the business and operations of AssureNet from January 6, 1997 to the effective time of the Merger, unless the Management Agreement is otherwise terminated. AXENT will use its best efforts to consult with and inform the Chief Financial Officer (or other appropriate officer) of AssureNet of actions proposed to be taken under the Management Agreement, and will obtain the approval of AssureNet's directors if required under AssureNet's charter documents or California law. AXENT will use its reasonable business judgment and will treat AssureNet's assets as it treats its own assets in the course of running AXENT's own business. AXENT will receive no fees for its services under the Management Agreement, but will be reimbursed by AssureNet for equipment, reasonable travel costs and related expenses incurred under the Management Agreement. The Management Agreement terminates automatically if the Merger Agreement terminates and may be terminated by AXENT at any time. The Merger Agreement and exhibits thereto are expected to be filed as part of a Registration Statement on Form S-4 on or about January 22, 1997. Item 7. Financial Statements and Exhibits. Exhibit Number Description - ------ ----------- 99.1 Press Release of AXENT dated January 7, 1997 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. AXENT TECHNOLOGIES, INC. Date: January 22, 1997 By: /s/ John C. Becker -------------------- John C. Becker, President and Chief Operating Officer Exhibit Index Sequentially Exhibit No. Description Numbered Page 99.1 Press Release of AXENT dated 6 January 7, 1997 EX-99 2 PRESS RELEASE Exhibit 99.1 CONTACT Jennifer Whipp Mike Farber, Owen Davis AXENT Technologies, Inc. Schwartz Communications Tel: (301) 670-3653 Tel: (617) 431-0770 Fax: (301) 670-3586 mfarber@schwartz-pr.com info@axent.com odavis@schwartz-pr.com FOR IMMEDIATE RELEASE AXENT Technologies, Inc. to Acquire AssureNet Pathways, Inc. Adds Remote Access, Network and Internet Authentication to the OmniGuard Product Line Rockville, MD; January 7, 1997 - AXENT Technologies, Inc. (NASDAQ: AXNT), today announced that it has signed a definitive agreement to acquire AssureNet Pathways, Inc. (formerly known as Digital Pathways, Inc.), a privately held supplier of token-based authentication products. The agreement, approved by the respective Boards of Directors, is subject to approval by AssureNet shareholders, government regulatory approval and certain other usual closing conditions. Closing currently is expected to occur in late March 1997. Terms of the agreement call for AXENTTM to issue up to 1,550,000 shares of common stock, currently valued at $24.8 million, to AssureNet shareholders. A majority of AssureNet shareholders have agreed to vote for the acquisition which will be accounted for using purchase accounting. In connection with the transaction, AXENT expects to take a one-time charge for purchased in-process research and development. AXENT currently expects that the charge will constitute a substantial portion of the final purchase price. The acquisition further enhances AXENT's leadership position in enterprise information security by adding complementary remote access authentication products, Internet/Intranet authentication products and significantly expanding AXENT's indirect distribution capabilities with the addition of approximately fifty new resellers. "Customers are demanding that security vendors provide multiple, integrated solutions that address a broad range of requirements across multiple computing platforms," said Rich Lefebvre, AXENT's Chairman and CEO. "AssureNet's Defender(R) products are highly synergistic with AXENT's OmniGuardTM product line. The combination of OmniGuard and Defender will provide a next generation centralized authentication and single sign-on solution." "Point security offerings like firewalls and access control products alone are not enough to protect sensitive information stored throughout corporate IT environments," said Gary Lynch, Research Director, Information Security Strategies, Gartner Group. "It is critical for enterprises to be able to authenticate their growing number of remote users with more than just a static password." AssureNet's Defender product line includes software- and hardware-based tokens that are easy to use, difficult to circumvent, and centrally managed at an enterprise level. Defender will add remote access and, in the future, Internet/intranet authentication to AXENT's OmniGuard product line. Defender will also add token-based challenge/response authentication to OmniGuard's existing authentication capability. At the same time, OmniGuard will be able to centrally administer Defender hardware and software tokens and Defender Security Servers, in addition to native PC, NetWare, UNIX, Windows NT, and MVS platforms. The combination of OmniGuard and Defender will allow AXENT to offer a common form of authentication whether the user accesses the network via a dial-up link, Internet, intranet, or through the LAN. OmniGuard's resource management solutions can securely authenticate the user and broker access to all network resources (LAN, Web, or Internet/intranet). The combination of Defender and OmniGuard will position AXENT to provide a universal authentication solution as well as more easily and securely solve the single sign-on problem. "As a result of this acquisition, AssureNet customers will be able to take advantage of AXENT's greater development and marketing resources," said Ainslie Mayberry, acting president and CEO of AssureNet Pathways. "By joining forces with AXENT, we will be able to accelerate delivery of customer-requested enhancements, provide better support and services, and offer our customers the benefit of integration with AXENT's extensive line of information security solutions." AXENT will conduct an investor conference call to discuss this acquisition on January 7, 1997 at 9:30 am EST. Interested parties can participate by dialing 1-800-611-1148. Except for the historical information contained herein, the matters discussed and the statements made in this release concerning AXENT's future prospects are "forward-looking statements" under the Federal securities laws that involve risks and uncertainties. There can be no assurance that future results will be achieved, and actual results could differ materially from forecasts and estimates. Important factors that could cause actual results to differ materially include, but are not limited to, AXENT's ability to assimilate the acquired operations and products, timely development and market acceptance of the acquired and new products, diversion of management's attention due to the acquisition, loss of key employees, distributors or resellers of AssureNet, the impact of competitive products, limitation of the write-off anticipated in connection with the acquisition, timely completion of the acquisition on its current terms, and worldwide economic conditions as they affect the spending intentions of the customers of AXENT or AssureNet, as well as the other risks detailed in the AXENT registration statement in Form S-1 filed February 14, 1996, as amended, and in AXENT's quarterly reports as filed on Forms 10-Q. About AXENT AXENT Technologies, Inc., is the leading provider of enterprise-wide information security solutions for distributed computing environments. The OmniGuard suite of products enables organizations to centrally manage information security. In addition, OmniGuard provides enhanced data confidentiality, access control, user administration and intrusion detection across the Internet and intranets, for UNIX, Windows 3.x, Windows NT, Windows 95, NetWare and mid-range systems. Headquartered in Rockville, MD, AXENT's broad line of security offerings is used by Fortune 1000 and governments worldwide to effectively secure and protect information systems in heterogeneous computing environments. Contact AXENT via Email at info@axent.com, or visit AXENT's World Wide Web site at http://www.axent.com. About AssureNet AssureNet Pathways, Inc. provides a broad range of network security solutions that protect enterprise-wide networks from unauthorized entry, tampering and theft of information and services. Backed by more than a decade of expertise in the network security, AssureNet Pathways products are the only standards-based security solutions available that are easy to use and manage, in addition to being cost-effective. AssureNet Pathways customers include leading companies in electronics, finance, health services and communications industries. AssureNet Pathways is headquartered in Mountain View, Calif., with regional offices throughout the U.S., and in Basingstoke, U.K. The company's products are sold worldwide through a network of distributors, value-added resellers and systems integrators. With more than 700,000 users at more than 2,500 corporations world-wide, AssureNet is one of the leaders in the rapidly growing market for products that can positively authenticate remote users who access internal corporate networks. As an increasing number of users work from home, access the corporate network while on the road, or use the Internet to access internal systems, the market for authentication products is expected to increase significantly. According to analysts' estimates, expenditures for authentication products are expected to grow from $225 million in 1996 to $2.6 billion by the year 2000. ### All trademarks, service marks, and company names are the property of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----