As filed with the Securities and Exchange Commission on February 26, 1999
Registration No. 333-____
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REGISTRATION STATEMENT ON FORM S-8
under
THE SECURITIES ACT OF 1933
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AXENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
2400 Research Boulevard, Suite 200
DELAWARE Rockville, Maryland 20850 87-0393420
(301) 258-5043
(State or other jurisdiction (Address of principal executive offices) (I.R.S. Employer
of incorporation or Identification No.)
organization)
AXENT Technologies, Inc.
Internet Tools 1997 Equity Incentive Plan
(Full Title Of The Plan)
COPY TO:
JOHN C. BECKER EDWIN M. MARTIN, ESQ.
AXENT Technologies, Inc. Piper & Marbury L.L.P.
2400 Research Boulevard, Suite 200 1200 Nineteenth Street, N.W.
Rockville, Maryland 20850 Washington, D.C. 20036
(301) 258-5043 (202) 861-3900
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title Of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered(1) Offering Price Per Share Aggregate Offering Price Registration Fee
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Common Stock (par 46,806 $0.96/(2)/ $44,933.76/(2)/ $12.50(2)
value $.02 per share)
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(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Internet Tools 1997 Equity Incentive
Plan by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding shares
of Common Stock.
(2) Calculated pursuant to Rule 457(h) on the basis of an exercise price of
$0.96 per share.
This Registration Statement shall become effective immediately upon filing
with the Securities and Exchange Commission, and sales of registered
securities will begin as soon as practicable after such effective date.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents and information previously filed with the
Securities and Exchange Commission by AXENT are hereby incorporated by reference
in this Registration Statement:
SEC File No.: 000-28100 Period/Filing Date
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Annual Report on Form 10-K Year ended December 31, 1997
Quarterly Reports on Form 10-Q...................... Quarter ended March 31, 1998, June 30, 1998, and September 30, 1998
Definitive Proxy Statement.......................... Filed on April 29, 1998
Current Report on Form 8-K.......................... Filed on February 20, 1998
Registration Statement on Form 8-A.................. Filed on March 29, 1996, including any amendment or report
(for description of AXENT's common stock) filed for the purpose of updating the description of
AXENT's common stock
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities remaining
unsold shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. The
documents required to be so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES. The Common Stock being registered pursuant
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to this registration statement is part of a class of securities registered under
Section 12 of the Exchange Act. A description of such securities is contained
in AXENT's registration statement on Form 8-A under the Exchange Act, and is
incorporated herein by reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Counsel for the Company, Piper & Marbury L.L.P., Washington, D.C., has
rendered an opinion to the effect that the Common Stock offered hereby is duly
and validly issued, fully paid and nonassessable. Certain members of Piper &
Marbury L.L.P., or investment partnerships of which such persons are partners,
beneficially own approximately 500 shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Section 145 of the Delaware General Corporation Law ("Section 145") permits
indemnification of directors, officers, agents and employees of a corporation
under certain conditions and subject to certain limitations. The Registrant's
Bylaws include provisions to require the Registrant to indemnify its directors
and officers to the fullest extent permitted by Section 145, including
circumstances in which indemnification is otherwise discretionary, and the
Registrant has entered into indemnification agreements with its directors and
executive officers to that effect. Section 145 empowers the Registrant to
purchase and maintain insurance that protects its officers, directors,
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employees and agents against any liabilities incurred in connection with their
service in such positions and the Registrant maintains such insurance providing
coverage of up to $7 million with respect to liabilities arising out of certain
matters, including matters arising under the Securities Act.
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
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ITEM 8. EXHIBITS.
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Exhibit
Number Description
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5.1 Opinion of Piper & Marbury L.L.P., as to the legality of
securities being registered.
10.1 Internet Tools 1997 Equity Incentive Plan.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Independent Accountants.
24.1 Power of Attorney (included in signature pages).
ITEM 9. UNDERTAKINGS.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
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asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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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 Form 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 Rockville, and the State of Maryland on this 25th day
of February, 1999.
AXENT TECHNOLOGIES, INC.
By: /s/ John C. Becker
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John C. Becker, President, Chief Executive
Officer and Director
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Each person whose signature appears below in so signing also makes,
constitutes and appoints John C. Becker, Gary Ford, and Edwin M. Martin, Jr.,
and each of them acting alone, his true and lawful attorney-in-fact, with full
power of substitution, for him in any and all capacities, to execute and cause
to be filed with the Securities and Exchange Commission any and all amendments
and post-effective amendments to this Registration Statement on Form S-8, with
exhibits thereto and other documents in connection therewith, and hereby
ratifies and confirms all that said attorneys-in-fact or their substitute or
substitutes may do or cause to be done by virtue hereof.
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A Majority of the Board of Directors:
Signature Title Date
- --------- ----- ----
/s/ John C. Becker Chairman of the Board, Chief February 25, 1999
- ----------------------------------- Executive Officer and Director
John C. Becker
/s/ Robert B. Edwards, Jr. Vice President, February 25, 1999
- ----------------------------------- Chief Financial Officer and
Robert B. Edwards, Jr. Treasurer
/s/ Richard A. Lefebvre Director February 25, 1999
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Richard A. Lefebvre
/s/ Gabriel A. Battista Director February 25, 1999
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Gabriel A. Battista
/s/ John F. Burton Director February 25, 1999
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John F. Burton
/s/ Timothy A. Davenport Director February 25, 1999
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Timothy A. Davenport
/s/ Kevin A. McNerney Director February 25, 1999
- -----------------------------------
Kevin A. McNerney
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EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Piper & Marbury L.L.P. (contains Consent of Counsel).
10.1 Internet Tools 1997 Equity Incentive Plan.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Independent Accountants.
24.1 Power of Attorney (included in signature pages).