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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): May 31, 1995
RAINBOW TECHNOLOGIES, INC.
(Exact Name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-16641 95-3745398
(Commission File No.) (IRS Employer Identification No.)
50 Technology Dr.
Irvine, CA 92718
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (714) 450-7300
Total number of pages: 4
Index to Exhibits at page: 4
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Item 2. Acquisition or Disposition of Assets.
On May 31, 1995, Rainbow Technologies, Inc. (the "Registrant")
completed the acquisition of Mykotronx, Inc. a California corporation
("Mykotronx"). Mykotronx was acquired by Registrant pursuant to an Agreement
and Plan of Reorganization among the Registrant, Rainbow Acquisition, Inc.
("Sub") and Mykotronx dated as of January 26, 1995 (the "Plan of
Reorganization"), pursuant to which Sub, a wholly-owned subsidiary of the
Registrant was merged with and into Mykotronx (the "Merger"). Upon the
consummation of the Merger, approximately 1,620,564 shares of the Registrant's
Common Stock were issued to the former shareholders of Mykotronx and
approximately 195,096 shares of Common Stock of the Registrant were reserved
for issuance upon the exercise of Mykotronx options assumed by the Registrant.
The merger is intended to be accounted for as a
pooling-of-interests.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a. Financial Statements of Mykotronx.
Incorporated herein by reference to pages 66-77 of the Registrant's
Registration Statement on Form S-4, File No. 33-89918.
b. Pro Forma Financial Information.
Incorporated herein by reference to pages 38-41 of the Registrant's
Registration Statement on Form S-4, File No. 33-89918.
c. Exhibits.
2 Agreement and Plan of Reorganization among Rainbow
Technologies, Inc., Rainbow Acquisition, Inc. and
Mykotronx, Inc. dated as of January 26, 1995
(incorporated herein by reference to Exhibit 2 to the
Registrant's Registration Statement on Form S-4,
File No. 33-89918).
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SIGNATURE
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, thereunto duly authorized.
RAINBOW TECHNOLOGIES, INC.
Dated: May 31, 1995 By: WALTER W. STRAUB
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Walter W. Straub
President, Chief Executive Officer
and Chairman of the Board
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INDEX TO EXHIBITS
Page number in
sequentially
Exhibit No. Description numbered version
- ----------- ----------- ----------------
2 Agreement and Plan of Reorganization
among Rainbow Technologies, Inc.,
Rainbow Acquisition, Inc. and Mykotronx,
Inc., dated January 26, 1995 (incorporated
herein by reference to Exhibit 2 to the
Registrant's Registration Statement on
Form S-4, File No. 33-89918).
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