-----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, FVSjDoFNlw/3d5lBRiHFUzVfyOQ+fSO+KBwSHvigKpWLqbeS/7B6cTrbsFUVHPA5 LoJ4lx1nAp2VIrw07YKJzg== 0001006196-97-000041.txt : 19970410 0001006196-97-000041.hdr.sgml : 19970410 ACCESSION NUMBER: 0001006196-97-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970325 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19970409 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: 97577410 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): March 25, 1997 AXENT TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in 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) 258-2620 (Registrant's telephone number) Item 2. Acquisition or Disposition of Assets. On March 25, 1997, the shareholders of AssureNet Pathways, Inc. ("AssureNet") approved the merger between AssureNet and Axquisition., Inc. ("Sub"), a Delaware corporation and a wholly-owned subsidiary of AXENT Technologies, Inc. ("AXENT"), pursuant to the terms of an Amended Agreement and Plan of Merger, dated as of January 6, 1997, as amended as of February 26, 1997, by and among AssureNet, AXENT and Sub (the "Merger Agreement"), and AssureNet has been merged with and into Sub. As provided in the Merger Agreement, AXENT will issue a total of 1,550,000 shares of AXENT Common Stock for all shares of AssureNet Common Stock and Preferred Stock outstanding immediately prior to the effective time of the merger and upon the exercise of certain stock options and warrants issued by AssureNet that were outstanding immediately prior to the effective time of the merger; AXENT assumed all other stock options and warrants issued by AssureNet that were outstanding immediately prior to effective time of the merger. Each share of AssureNet's Common Stock was converted into the right to receive 0.0620559 of a share of AXENT Common Stock, each share of AssureNet's Series A Convertible Preferred Stock was converted into the right to receive 0.1267459 shares of AXENT Common Stock, each share of AssureNet's Series B Convertible Preferred Stock was converted into the right to receive 0.1339337 shares of AXENT Common Stock and each share of AssureNet's Series C Convertible Preferred Stock was converted into the right to receive 0.4095024 shares of AXENT Common Stock. AXENT will account for the acquisition under the purchase method of accounting. The purchase price, approximately $32 million, includes the value of shares exchanged, net liabilities assumed and direct costs associated with the transaction and is allocated among AssureNet's assets based on fair market value. During the first quarter of 1997, AXENT incurred a one-time charge to earnings of approximately $28 million to reflect in-process research and development costs. Before the acquisition, AssureNet developed and marketed certain hardware and software remote access authentication products (Defender(R) products) and had certain other software products under development. AXENT intends to integrate the existing Defender software technology with AXENT's OmniGuard(TM) family of products where appropriate. With the exception of hardware tokens, AXENT intends to cease actively marketing the majority of AssureNet hardware products and focus its efforts on marketing the Defender software products. The acquisition also is expected to permit AXENT to expand its indirect distribution capabilities through the resellers that are distributing AssureNet's Defender products. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. Incorporated herein by reference to the Registrant's Registration Statement on Form S-4 (File No. 333-20207). (b) Pro Forma Financial Information. Incorporated herein by reference to the Registrant's Registration Statement on Form S-4 (File No. 333-20207). (c) Exhibits. The Merger Agreement is incorporated herein by reference to AXENT's Registration Statement on Form S-4 (File No. 333-20207). 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 hereunto duly authorized. Date: April 9, 1997 AXENT TECHNOLOGIES, INC. By: /s/ John C. Becker John C. Becker President and Chief Operating Officer -----END PRIVACY-ENHANCED MESSAGE-----