As filed with the Securities and Exchange Commission on March 28, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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 (Address of principal executive offices) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
AssureNet Pathways, Inc.
Restated 1982 Stock Option Plan Assumed by
AXENT Technologies, Inc.
(Full title of the plan)
Copy to:
JOHN C. BECKER EDWIN M. MARTIN, Jr., ESQ.
President and Chief Operating Officer NANCY A. SPANGLER, 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)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED REGISTERED(1) SHARE PRICE
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Restated 1982 Stock Option 45,400 $8.00(2) $363,200(2) $110.06(2)
Plan
Common Stock (par value
$0.02 per share)
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Restated 1982 Stock Option
Plan of AssureNet Pathways, Inc. 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) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee. The price of shares issued under outstanding options
granted by AssureNet Pathways, Inc. under the Restated 1982 Stock Option
Plan, and assumed by the Company, is computed on the basis of the weighted
average exercise price.
This Registration Statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by AXENT Technologies,
Inc. (the "Company") are hereby incorporated by reference in this Registration
Statement:
(1) The Company's prospectus filed on March 11, 1997, pursuant to Rule
424(b), under the Securities Act of 1933, as amended (the "Securities Act"),
containing audited financial statements for the Company's latest fiscal year
ended December 31, 1996, as filed with the Commission.
(2) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
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 class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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.
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, 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.
ITEM 8. EXHIBITS. See Exhibit Index.
ITEM 9. UNDERTAKINGS.
(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 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.
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 March, 1997.
AXENT TECHNOLOGIES, INC.
By: /s/ John C. Becker
John C. Becker, President and Chief Operating
Officer
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 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 attorney-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.
A MAJORITY OF THE BOARD OF DIRECTORS:
Signature Title Date
/s/ Richard A. Lefebvre Chief Executive Officer, March 24, 1997
- -------------------------------------------- Chairman of the Board
Richard A. Lefebvre and Director (Principal
Executive Officer)
/s/ John C. Becker President, Chief Operating March 25, 1997
- ------------------------------------------- Officer and Director
John C. Becker
/s/ Robert B. Edwards, Jr. Vice President and Chief March 25, 1997
- -------------------------------------------- Financial Officer
Robert B. Edwards, Jr. (Principal Financial
and Accounting Officer)
/s/ Gabriel A. Battista Director March 24, 1997
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Gabriel A. Battista
/s/ John F. Burton Director March 24, 1997
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John F. Burton
/s/ Richard A. Hosley II Director March 24, 1997
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Richard A. Hosley II
/s/ Jacqueline C. Morby Director March 24, 1997
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Jacqueline C. Morby
Director March __, 1997
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Arthur C. Patterson
/s/ Richard W. Smith Director March 27, 1997
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Richard W. Smith
EXHIBIT INDEX
Exhibit
Number Description
4.1 Amended and Restated Certificate of Incorporation of the
Registrant is incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (File No. 333-01368).
4.2 Amended and Restated Bylaws of the Registrant are incorporated by
reference to Exhibit 3.2 to the Registrant's Quarterly Report on
Form 10-Q for the Quarter Ended September 30, 1996.
4.3 Amended Agreement and Plan of Merger among the Registrant,
Axquisition, Inc. and AssureNet Pathways, Inc., dated as of
January 6, 1997, and amended as of February 26, 1997, is
incorporated by reference to the Registrant's Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission (File No. 333-20207).
5.1 Opinion of Piper & Marbury L.L.P. (contains Consent of Counsel).
10.1 Restated 1982 Stock Option Plan of the AssureNet Pathways, Inc.
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).