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): November 14, 2003

RAINBOW TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-16641	95-3745398
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

50 Technology Drive, Irvine, California	92618
(Address of Principal Executive Offices)	(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 AND EXHIBITS
	ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Financial Statements

(a) and (b) Not applicable

(c) Exhibits

99.1 Press Release dated November 14, 2003, issued by Rainbow Technologies, Inc.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      On November 14, 2003, Rainbow Technologies, Inc., issued a press release announcing that it has filed its quarterly report on Form 10-Q for the quarter ended September 30, 2003. A copy of the press release is furnished as Exhibit 99.1 pursuant to Item 12 of Form 8-K.

      The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

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: November 14, 2003	By:	/s/ Walter W. Straub
		Walter W. Straub,
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated November 14, 2003, issued by Rainbow Technologies, Inc.

EX-99.1 3 a94702exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

NEWS RELEASE

Contact:  Dan Chmielewski
Rainbow Technologies, Inc.
949-450-7377
dchm@rainbow.com

Rainbow Technologies Reports Q3 2003 10-Q Filing

      IRVINE, California – November 14, 2003 — Rainbow Technologies, Inc. (the “Company”) (Nasdaq: RNBO), a leading provider of digital content and transaction security for the Internet, SSL VPNs, software applications and high assurance security solutions, today announced that the Company filed its quarterly report on Form 10-Q for the quarter ended September 30, 2003 (“Q3 2003”). The Company has determined that it was appropriate to record a revision of $0.01 per share to its Q3 2003 earnings. With this revision, Rainbow reported earnings of $2.4 million or $0.09 per share on revenues of $35.4 million for Q3 2003.

      This revision to Q3 2003 earnings is attributed to the application of an accounting pronouncement, EITF Issue No. 00-19, to a legal settlement the Company entered into in Q3 2003 and reported in the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2003. This revision represents a non-cash, non-operating expense of approximately $333,000 or $0.01 per share.

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, Luna 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 segment performance, revenue, backlog, litigation, tax effect, IT spending, particularly in North America, outlook for future business performance, 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.

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EX-99.1

exv99w1