-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, mO0KwqNoxsDxcrRiAAPB/orCkzoYt2SY2+93bpRpHuttPPywMqkYbbtwNXZi4vQN UBlT4u9vs6rGPRXtAaAWJg== 0000892569-95-000297.txt : 19950616 0000892569-95-000297.hdr.sgml : 19950616 ACCESSION NUMBER: 0000892569-95-000297 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950615 EFFECTIVENESS DATE: 19950704 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAINBOW TECHNOLOGIES INC CENTRAL INDEX KEY: 0000819706 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 953745398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60265 FILM NUMBER: 95547378 BUSINESS ADDRESS: STREET 1: 9292 JERONIMO RD CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7144542100 MAIL ADDRESS: STREET 1: 9292 JERONIMO RD CITY: IRVINE STATE: CA ZIP: 92718 S-8 1 FORM S-8 1987 NON QUALIFIED STOCK OPTION PLAN 1 As filed with the Securities and Exchange Commission on June 15, 1995 Registration No. 33- ========================================================================= SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RAINBOW TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 95-3745398 (State or other jurisdiction (I.R.S. Employer of incorporation or organ- Identification Number) ization) 1987 NON QUALIFIED STOCK OPTION PLAN, AS AMENDED 1987 INCENTIVE STOCK OPTION PLAN RESTATED 1990 STOCK OPTION PLAN (Full title of plans) 50 TECHNOLOGY DRIVE IRVINE, CALIFORNIA 92718 (714) 450-7300 (Address, including zip code, and telephone number, including area code of registrant's principal executive offices) WALTER W. STRAUB C/O RAINBOW TECHNOLOGIES, INC. 50 TECHNOLOGY DRIVE IRVINE, CALIFORNIA 92718 (714) 450-7300 (Name, address, including zip code, and telephone number, including area code of agent for service) COPIES TO: STANLEY MOSKOWITZ, ESQ. MOSKOWITZ ALTMAN & HUGHES LLP 52 VANDERBILT AVENUE NEW YORK, NEW YORK 10017 (212) 953-1121 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after the date this Registration Statement becomes effective. ---------------- If the only securities being registered on this form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. /X/ 2
CALCULATION OF REGISTRATION FEE (1) ================================================================================ Proposed Proposed Amount Title of Each Maximum Maximum of Class of Amount Offering Aggregate Regi- Securities to to be Price Per Offering stration be Registered Registered(2) unit (3) Price Fee - -------------------------------------------------------------------------------- Common Stock, $.001 par value 750,000 $24.50 $18,365,000 $6,336 ================================================================================
(1) Pursuant to General Instruction E to Form S-8, a registration fee is being paid herewith only with respect to the securities being registered hereunder and not those securities previously registered under the registrant's From S-8 (Registration No.33-36692 filed with the Commission on September 4, 1990 and Registration No.33-89408 filed with the Commission on February 13, 1995 (the "Original S-8s")). (2) This registration statement also includes an indeterminate number of shares as may become issuable by reason of the anti-dilution provisions of the Restated 1990 Stock Option Plan (the "Plan"). (3) Estimated, pursuant to Rule 457(c) and (h), solely for the purpose of calculating the registration fee and based upon the reported closing price of the Common Stock of the Registrant reported on the National Association of Securities Dealers Automated Quotation System on June 12, 1995. Pursuant to Rule 429, the prospectus included herein is a combined prospectus which also relates to the Original S-8s. INCORPORATION OF EARLIER REGISTRATION STATEMENT This Registration Statement is being filed to register additional securities of the same class as other securities for which the Original S-8s are effective. As permitted by General Instruction E to Form S-8, the contents of the Original S-8s are incorporated herein by reference. The Original S-8s registered 182,000 shares for the 1987 Non-Qualified Stock Option Plan, 496,206 shares for the 1987 Incentive Stock Option Plan and 900,000 shares for the Restated 1990 Stock Option Plan. 2 3 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 From 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 Irvine, State of California, on the 9th of June, 1995. RAINBOW TECHNOLOGIES, INC. REGISTRANT By:/s/ Walter W. Straub --------------------------- Walter W. Straub, President, Chief Executive Officer and Chairman of the Board 3 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Walter W. Straub and Patrick E. Fevery and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments of and supplements to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. /s/ Walter W. Straub - ----------------------------- Walter W. Straub, June 9, 1995 President, Chief Executive Officer and Chairman of the Board of Directors /s/ Peter M. Craig - ----------------------------- Peter M. Craig, Executive June 9, 1995 Vice President, Secretary and Director /s/ Patrick E. Fevery - ----------------------------- Patrick E. Fevery, June 9, 1995 Vice President and Chief Financial Officer /s/ Alan K. Jennings - ----------------------------- Alan K. Jennings, Director June 9, 1995 /s/ Richard P. Abraham - ----------------------------- Richard P. Abraham, Director June 9, 1995 /s/ Marvin Hoffman - ----------------------------- Marvin Hoffman, Director June 9, 1995 4 5 Exhibits Exhibit No. Description No. 5. (a) Opinion and Consent of Moskowitz Altman & Hughes LLP 23. (a) Consent of Ernst & Young LLP 5 EX-5.(A) 2 OPINION OF MOSKOWITZ ALTMAN & HUGHES 1 Exhibit 5 [MOSKOWITZ ALTMAN & HUGHES LLP LETTERHEAD] June 9, 1995 Rainbow Technologies, Inc. 50 Technology Irvine, CA 92718 Att: Walter Straub, President Gentlemen: This letter refers to the Registration Statement on Form S-8 being filed by Rainbow Technologies, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (the "Registration Statement"), relating to the offering of up to 750,000 shares of the Company's Common Stock, $.001 par value, pursuant to the Restated 1990 Stock Option Plan (the "Plan"). In that connection, we have examined the Certificate of Incorporation, as amended, and the By-Laws of the Company, the Registration Statement, corporate proceedings of the Company relating to the Plan and issuance of the Common Stock, and such other instruments and documents as we deemed relevant under the circumstances. In making the aforesaid examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies furnished to us as original or photostatic copies. We have also assumed that the corporate records furnished to us by the Company include all corporate proceedings taken by the Company to date. Based upon and subject to the foregoing, we are of the opinion that the shares of Common Stock of the Company will, when sold pursuant to the Registration Statement and the resolutions of the Board of Directors authorizing the same, be legally issued, fully paid and non-assessable shares of Common Stock. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not 2 MOSKOWTIZ ALTMAN & HUGHES LLP Rainbow Technologies, Inc. June 9, 1995 Page 2 thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the Rules and Regulations of the Securities and Exchange Commission thereunder. We are delivering this opinion to the Company, and no person other than the Company may rely upon it. Very truly yours, MOSKOWITZ ALTMAN & HUGHES LLP By: /s/ Stanley Moskowitz -------------------------- Stanley Moskowitz EX-23.(A) 3 CONSENT OF ERNST & YOUNG 1 Exhibit 23 (a) Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) and related Prospectus pertaining to the 1987 Non Qualified Stock Option Plan, As Amended 1987 Incentive Stock Option Plan Restated 1990 Stock Option Plan of Rainbow Technologies, Inc. for the registration of 750,000 shares of its common stock and to the incorporation by reference therein of our report dated February 27, 1994, with respect to the consolidated financial statements and schedule of Rainbow Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1994, filed with the Securities and Exchange Commission. Orange County, California June 13, 1995 -----END PRIVACY-ENHANCED MESSAGE-----