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): September 16, 2003
RAINBOW TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | | 0-16641 | | 95-3745398 |
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(State or Other Jurisdiction of
Incorporation or Organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
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| 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 2. ACQUISITION AND DISPOSITION OF ASSETS
Acquisition of Chrysalis-ITS
On September 5, 2003, pursuant to a Business Combination Agreement,(“the Agreement”) RTI Acquisition Corp.,(“RTI”) an Ontario corporation and wholly owned subsidiary of the Registrant, formed for the purpose of the transaction, amalgamated with a privately held hardware security developer and manufacturer, Chrysalis-ITS, Inc., (“Chrysalis”) an Ontario corporation, with headquarters in Ottawa, Canada. The purchase price for the transaction was $20 million cash and was funded by the Registrant’s working capital. The consideration for the transaction was determined through arms’-length negotiations. There was no material relationship between Chrysalis, the Chrysalis Shareholders, the Chrysalis Shareholders’ Representative, or their affiliates with RTI, the Registrant, or their affiliates.
The name of the amalgamated company is Rainbow-Chrysalis Inc.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 2.1.
A copy of the press release issued by the Registrant on September 9, 2003 concerning the foregoing transaction is filed as Exhibit 99.1 hereto.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Financials Statements.
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| (a) and (b) | Not applicable. |
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| (c) | | Exhibits. |
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| 2.1 | | Business Combination Agreement dated September 5, 2003 by and among the Registrant, RTI, Chrysalis, and the Shareholders’ Representative. |
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| 99.1 | | Text of Press Release dated September 9, 2003 |
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.
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| | RAINBOW TECHNOLOGIES, INC. |
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| Date: September 16, 2003 | By: | /s/ Walter W. Straub |
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| | | Walter W. Straub, |
| | | President and Chief Executive Officer |
EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 2.1 | | Business Combination Agreement dated September 5, 2003 by and among the Registrant, Merger Sub, Chrysalis, and the Shareholders’ Representative. |
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| 99.1 | | Text of Press Release dated September 9, 2003 |
