8-K

UNITED STATES
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): April 23, 2003

RAINBOW TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization 0-16641
(Commission
File Number 953745398
I.R.S. Employer
Identification No.)

50 Technology Drive, Irvine, California
(Address of Principal Executive Offices) 92618
(Zip Code)

Registrant’s telephone number, including area code: (949) 450-7300

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	ITEM 7. FINANCIAL STATEMENTS
	ITEM 9. REGULATION FD DISCLOSURE
SIGNATURES
Exhibit Index
EXHIBIT 99

ITEM 7. FINANCIAL STATEMENTS

     (a)  Not applicable

     (b)  Not applicable

     (c)  The following exhibit is filed herewith:

Exhibit 99 Press Release dated April 23, 2003

ITEM 9. REGULATION FD DISCLOSURE

     On April 23, 2003, Rainbow Technologies, Inc., issued a press release announcing its financial results for the quarter ended March 31, 2003. A copy of the press release is attached to this Report as an exhibit and is incorporated herein by reference. The attached exhibit is furnished pursuant to Item 12 of Form 8-K.

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.

	RAINBOW TECHNOLOGIES, INC.
Date: April 23, 2003	By:	/s/ Walter W. Straub Walter W. Straub, President and Chief Executive Officer

Exhibit Index

Exhibit 99 Press Release dated April 23, 2003

EX-99 3 a89448exv99.htm EXHIBIT 99

Exhibit 99

NEWS RELEASE

Donna Smith, Manager Investor Relations	Dan Chmielewski
Rainbow Technologies, Inc.	Rainbow Technologies, Inc.
(949) 450-7350	949-450-7377
f: (949) 753-9507	dchm@rainbow.com
dsmith@rainbow.com

Rainbow Technologies Announces Strong Q1-2003 Results

Company Reports Earnings Per Share of $0.11 and Five-Fold Improvement in Net Income
Quarter-Over-Quarter

     IRVINE, California – April 23, 2003 — Rainbow Technologies, Inc. (Nasdaq: RNBO) today announced first quarter revenue of $33.9 million, up 9 percent quarter-over-quarter. Earnings per share from continuing operations were $0.11, up 120 percent quarter-over quarter.

     First quarter net income was $3 million, up 422 percent quarter-over-quarter. Net income increased during the quarter due primarily to significant improvement in gross margins. First quarter operating income was $3.8 million, up 181 percent quarter-over-quarter.

     Revenue for the first quarter for Secure Communications was $20.6 million, up 8 percent from the first quarter of 2002. The continued growth is attributed to increased demand for network link encryptors, voice and data security solutions, and high-assurance commercial security products.

     Revenue for eSecurity was $13.3 million, up 10 percent from the first quarter of 2002. Sentinel software product and iKey sales remain strong, and NetSwift iGate sales are gaining momentum.

     “In the first quarter, eSecurity grew 10 percent and reached profitability. Secure Communications is well positioned to address the growing demand for high assurance security. We are encouraged about the outlook for 2003 and are expecting increased profitability for our business,” said Walt Straub, president and CEO, Rainbow Technologies.

Business Outlook

• The Company is optimistic about improvement in the security business environment for 2003

• The Company is accelerating its development of new technologies and products

• The Company is expanding sales and marketing for all product lines and improving operating and manufacturing efficiencies

Conference call information

     Rainbow Technologies will hold its regularly scheduled Q1-2003 conference call and Web cast Wednesday, April 23, 2003, at 1:30 p.m. PDT (4:30 p.m. EDT). The dial-in number is (888) 261-2573. To access the live Web cast, go to the company’s Website at www.rainbow.com and select the Investor Relations navigation button. Click on the Web cast link.

About Rainbow Technologies, Inc.

     Making security simple since 1979, Rainbow Technologies is a leading provider of proven information security solutions for mission-critical data and applications used in business, organization and government computing environments. Rainbow has been breaking the security paradigm by making complex security simple to implement and use for more than two decades. With headquarters in Irvine, Calif., Rainbow maintains offices and authorized distributors throughout the world. For more information, visit the Web site at http://www.rainbow.com.

# # #

     Rainbow Technologies, Rainbow Mykotronx, NetSwift iGate and iKey are trademarks of Rainbow Technologies, Inc. All other company and product names are trademarks of their respective organizations.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements, certain of which are contained in this press release and include, but are not limited to, the outlook for business performance, new product development, demand for security products, and global business environment. These statements speak only as of the date of this press release and are subject to various risks and uncertainties that could impact actual results. These statements speak only as of the date of this press release and the company expressly does not undertake a duty to update forward-looking statements.

RAINBOW TECHNOLOGIES, INC.
Financial Highlights

		Three months ended
		March 31, 2003			March 31, 2002
Revenues		$	33,869		$	31,185
Net income		$	2,969		$	569
Basic income (loss) per share:
	Continuing operations	$	0.11		$	0.05
	Discontinued operations		(0.00	)		(0.03	)
Net income		$	0.11		$	0.02
Diluted income (loss) per share:
	Continuing operations	$	0.11		$	0.05
	Discontinued operations		(0.00	)		(0.03	)
Net income		$	0.11		$	0.02
Weighted average shares:
	Basic		26,460			26,405
	Diluted		27,735			27,998

		Three months ended
By Business Segment		March 31, 2003		March 31, 2002
Revenues:
	eSecurity Products	$	13,257	$	12,053
	Secure Communications Products		20,612		19,132
Consolidated		$	33,869	$	31,185
Operating Income (Loss):
	eSecurity Products	$	52	$	(2,020	)
	Secure Communications Products		3,787		3,385
Consolidated		$	3,839	$	1,365

RAINBOW TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)

		Three months ended
		March 31, 2003			% of Revenues			March 31, 2002			% of Revenues			% Change
Revenues:
	eSecurity Products	$	13,257			39	%	$	12,053			39	%		10	%
	Secure Communications Products		20,612			61	%		19,132			61	%		8	%
	Total revenues		33,869			100	%		31,185			100	%		9	%
Operating expenses:
	Cost of eSecurity Products		4,981			15	%		6,137			20	%		-19	%
	Cost of Secure Communications Products		15,595			46	%		15,143			49	%		3	%
	Selling, general and administrative		7,718			23	%		6,691			21	%		15	%
	Research and development		1,736			5	%		1,849			6	%		-6	%
	Total operating expenses		30,030			89	%		29,820			96	%		1	%
Operating income			3,839			11	%		1,365			4	%		181	%
	Loss on marketable securities		(836	)		-2	%		(31	)		0	%		2597	%
	Interest income		114			0	%		88			0	%		30	%
	Interest expense		(18	)		0	%		(48	)		0	%		-63	%
	Other income, net		496			1	%		249			1	%		99	%
Income from continuing operations before income taxes			3,595			11	%		1,623			5	%		122	%
	Provision for income taxes		(540	)		-2	%		(349	)		-1	%		55	%
Income from continuing operations			3,055			9	%		1,274			4	%		140	%
	Loss from discontinued operations, net of applicable taxes		(86	)		0	%		(705	)		-2	%		-88	%
Net income		$	2,969			9	%	$	569			2	%		422	%
Basic income (loss) per share:
	Continuing operations	$	0.11					$	0.05
	Discontinued operations		(0.00	)					(0.03	)
	Net income	$	0.11					$	0.02
Diluted income (loss) per share:
	Continuing operations	$	0.11					$	0.05
	Discontinued operations		(0.00	)					(0.03	)
	Net income	$	0.11					$	0.02
Weighted average shares:
	Basic		26,460						26,405
	Diluted		27,735						27,998

RAINBOW TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)

			March 31, 2003		December 31, 2002
ASSETS
Current assets:
	Cash and cash equivalents		$	51,074	$	50,922
	Marketable available-for-sale and trading securities			794		301
	Accounts receivable, net of allowance for doubtful accounts of $584 and $626 in 2003 and 2002, respectively			20,773		19,221
	Inventories			7,452		9,308
	Income tax receivable			5,973		5,572
	Prepaid expenses and other current assets			1,968		1,765
		Total current assets		88,034		87,089
Property, plant and equipment, at cost:
	Equipment			22,495		21,981
	Buildings			8,006		7,769
	Furniture			2,952		2,909
	Leasehold improvements			3,001		2,889
				36,454		35,548
	Less accumulated depreciation and amortization			22,688		21,628
		Net property, plant and equipment		13,766		13,920
Software development costs, net of accumulated amortization of $8,638 and $8,156 in 2003 and 2002, respectively				3,571		3,775
Product licenses, net of accumulated amortization of $6,013 and $5,567 in 2003 and 2002, respectively				3,330		3,726
Goodwill				1,953		1,898
Other assets				1,090		1,181
		Total Assets	$	111,744	$	111,589
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	5,938	$	8,138
	Accrued payroll and related expenses			3,861		6,602
	Warranty reserve			1,992		1,844
	Income taxes payable			2,122		1,442
	Other accrued liabilities			5,183		6,908
		Total current liabilities		19,096		24,934
Long-term accrued restructuring costs				2,248		2,349
Other liabilities				1,556		1,926
Commitments and contingencies
Shareholders’ equity:
	Common stock, $.001 par value, 55,000,000 shares authorized, 26,698,074 and 26,268,936 shares issued and outstanding in 2003 and 2002, respectively			27		26
	Additional paid-in capital			60,463		58,313
	Accumulated other comprehensive income			1,692		348
	Retained earnings			26,662		23,693
		Total shareholders’ equity		88,844		82,380
		Total Liabilities and Shareholders’ Equity	$	111,744	$	111,589

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EX-99

Exhibit 99