As filed with the Securities and Exchange Commission on June 24, 1996
Registration No. 033-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
SECURE COMPUTING CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 52-1637226
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2675 LONG LAKE ROAD 55113
ROSEVILLE, MINNESOTA (Zip Code)
(Address of principal executive offices)
SECURE COMPUTING CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Timothy P. McGurran
Secure Computing Corporation
2675 Long Lake Road
Roseville, Minnesota 55113
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (612) 628-2700
----------------------
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered per share (1) price (1) fee
------------- ---------- ------------- --------- ------------
Common Stock, 150,000
$.01 par value shares $8.75 $3,893,750 $1,342.67
(1) Estimated solely for the purpose of the registration fee pursuant to
Rule 457(h)(1) based on the average of the high and low sales prices
per share of the Registrant's Common Stock on June 20, 1996, as
reported on the Nasdaq National Market.
SECURE COMPUTING CORPORATION
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed (File No. 0-27074) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are, as of their
respective dates, incorporated in this Registration Statement by reference and
made a part hereof:
(1) The latest Annual Report on Form 10-K of Secure Computing
Corporation (the "Company") for the fiscal year ended December 31, 1995
filed pursuant to Section 13 of the Exchange Act.
(2) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (1) above.
(3) The description of the Company's Common Stock which is
contained in the Registration Statement on Form 8-A (File No. 0-27074),
as amended, filed under the Exchange Act and all amendments and reports
filed for the purpose of updating such description.
All reports and other documents subsequently 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 of the shares of Common Stock
offered have been sold or which deregisters all shares of the Common Stock then
remaining unsold shall be deemed to be incorporated by reference in and a part
of this Registration Statement 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 incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement 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.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law and Article V of the By-Laws of
the Company provide for broad indemnification of directors and officers of the
Company.
The Company also maintains a director and officer insurance policy
which insures the Company and its directors and officers against damages,
judgments, settlements and costs incurred by reason of certain acts of such
persons in their capacities as directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Description
3.1 Restated Certificate of Incorporation of the Company.*
3.2 Amended and Restated By-Laws of the Company.*
3.3 Secure Computing Corporation Employee Stock Purchase Plan.
5 Opinion of Faegre & Benson LLP as to the legality of the
shares being registered.
23.1 Consent of Faegre & Benson LLP is contained in its opinion
filed as Exhibit 5 to this Registration Statement.
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney authorizing Kermit M. Beseke to sign this
Registration Statement on behalf of the directors and certain
officers of the Company.
* Incorporated by reference to the like numbered Exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995
(File No. 0-27074).
ITEM 9. UNDERTAKINGS.
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a twenty percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
(iii) 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;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 herein, 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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Roseville,
State of Minnesota, on June 18, 1996.
SECURE COMPUTING CORPORATION
By /s/ Kermit M. Beseke
Kermit M. Beseke
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 18, 1996.
Signature Title
/s/ Kermit M. Beseke President, Chief Executive Officer
Kermit M. Beseke and Director
(Principal Executive Officer)
/s/ Timothy P. McGurran Vice President, Chief Financial Officer
Timothy P. McGurran and Treasurer
(Principal Financial and Accounting Officer)
/s/ Stephen M. Puricelli* Director
Stephen M. Puricelli
/s/ Dennis J. Shaughnessy* Director
Dennis J. Shaughnessy
/s/ Timothy H. Hanson* Director
Timothy H. Hanson
* Pursuant to Power of Attorney dated May 1, 1996.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Method
Exhibit Description of Filing
<S> <C> <C>
Incorporated by
3.1 Restated Certificate of Incorporation of the Company..............................Reference*
Incorporated by
3.2 Amended and Restated By-Laws of the Company.......................................Reference*
Electronic
3.3 Secure Computing Corporation Employee Stock Purchase Plan.........................Transmission
5 Opinion of Faegre & Benson LLP Electronic
as to the legality of the shares being registered.................................Transmission
23.1 Consent of Faegre & Benson LLP
is contained in its opinion filed as Exhibit 5 to this Registration Statement
Electronic
23.2 Consent of Ernst & Young LLP......................................................Transmission
24 Powers of Attorney authorizing Kermit M. Beseke
to sign this Registration Statement on behalf of Electronic
the directors and certain officers of the Company.................................Transmission
</TABLE>
* Incorporated by reference to the like numbered Exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995
(File No. 0-27074).
EXHIBIT 3.3
SECURE COMPUTING CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose and Scope of Plan. The purpose of this Secure Computing
Corporation Employee Stock Purchase Plan (the "Plan") is to provide the
employees of Secure Computing Corporation (the "Company") with an opportunity to
acquire a proprietary interest in the Company through the purchase of its common
stock and, thus, to develop a stronger incentive to work for the continued
success of the Company. The Plan is intended to be an "employee stock purchase
plan" within the meaning of Section 423(b) of the Internal Revenue Code of 1986,
as amended, and shall be interpreted and administered in a manner consistent
with such intent.
2. Definitions.
2.1. The terms defined in this section are used (and
capitalized) elsewhere in this Plan:
(a) "Affiliate" means any corporation that is a "parent
corporation" or "subsidiary corporation" of the Company, as
defined in Sections 424(e) and 424(f) of the Code or any
successor provision, and whose participation in the Plan has
been approved by the Board of Directors.
(b) "Board of Directors" means the Board of Directors of the
Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
(d) "Committee" means three or more Disinterested Persons
designated by the Board of Directors to administer the Plan
under Section 13.
(e) "Common Stock" means the common stock, par value $.01 per
share (as such par value may be adjusted from time to time),
of the Company.
(f) "Company" means Secure Computing Corporation.
(g) "Compensation" means the gross cash compensation
(including wage, salary, commission, bonus, and overtime
earnings) paid by the Company or any Affiliate to a
Participant in accordance with the terms of employment, but
excluding any payments under the Company's Group Incentive
Plan (GIP).
(h) "Disinterested Persons" means a member of the Board of
Directors who is considered a disinterested person within the
meaning of Exchange Act Rule 16b-3 or any successor
definition.
(i) "Eligible Employee" means any employee of the Company or
an Affiliate who has been employed for at least six
consecutive months and whose customary employment is at least
20 hours per week; provided, however, that "Eligible Employee"
shall not include any person who would be deemed, for purposes
of Section 423(b)(3) of the Code, to own stock possessing 5%
or more of the total combined voting power or value of all
classes of stock of the Company.
(j) "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time.
(k) "Fair Market Value" of a share of Common Stock as of any
date means, if the Company's Common Stock is listed on a
national securities exchange or traded in the national market
system, the mean between the high and low sale prices for such
Common Stock on such exchange or market on said date, or, if
no sale has been made on such exchange or market on said date,
on the last preceding day on which any sale shall have been
made. If such determination of Fair Market Value is not
consistent with the then current regulations of the Secretary
of the Treasury applicable to plans intended to qualify as an
"employee stock purchase plan" within the meaning of Section
423(b) of the Code, however, Fair Market Value shall be
determined in accordance with such regulations. The
determination of Fair Market Value shall be subject to
adjustment as provided in Section 14.
(l) "Participant" means an Eligible Employee who has elected
to participate in the Plan in the manner set forth in Section
4.
(m) "Plan" means this Secure Computing Corporation Employee
Stock Purchase Plan, as amended from time to time.
(n) "Purchase Period" means each quarter of the Company's
fiscal year. The first Purchase Period will be the quarter
that starts July 1, 1996 and ends September 30, 1996.
(o) "Recordkeeping Account" means the account maintained in
the books and records of the Company recording the amount
withheld from each Participant through payroll deductions made
under the Plan.
3. Scope of the Plan. Shares of Common Stock may be sold by the Company
to Eligible Employees commencing July 1, 1996, as hereinafter provided, but not
more than 150,000 shares of Common Stock (subject to adjustment as provided in
Section 14) shall be sold to Eligible Employees pursuant to this Plan. All sales
of Common Stock pursuant to this Plan shall be subject to the same terms,
conditions, rights and privileges. The shares of Common Stock delivered by the
Company pursuant to this Plan may be acquired shares having the status of any
combination of authorized but unissued shares, newly issued shares, or treasury
shares.
4. Eligibility and Participation. To be eligible to participate in the
Plan for a given Purchase Period, an employee must be an Eligible Employee on
the first day of such Purchase Period. An Eligible Employee may elect to
participate in the Plan by filing an enrollment form with the Company before the
first day of such Purchase Period that authorizes regular payroll deductions
from Compensation beginning with the first payday in such Purchase Period and
continuing until the Eligible Employee withdraws from the Plan, modifies his or
her authorization, or ceases to be an Eligible Employee, as hereinafter
provided.
5. Amount of Common Stock Each Eligible Employee May Purchase.
5.1. Subject to the provisions of this Plan, each Eligible
Employee shall be offered the right to purchase on the last day of the
Purchase Period the number of shares of Common Stock (including
fractional shares) that can be purchased at the price specified in
Section 5.2 with the entire credit balance in the Participant's
Recordkeeping Account; provided, however, that the Fair Market Value
(determined on the first day of any Purchase Period) of shares of
Common Stock that may be purchased by a Participant during such
Purchase Period shall not exceed the excess, if any, of (i) $25,000
over (ii) the Fair Market Value (determined on the first day of the
relevant Purchase Period) of shares of Common Stock previously acquired
by the Participant in any prior Purchase Period during such calendar
year. Notwithstanding the foregoing, no Eligible Employee shall be
granted an option to acquire shares of Common Stock under this Plan
which permits the Eligible Employee's rights to purchase shares of
Common Stock under this Plan and all employee stock purchase plans of
the Company and the Affiliates to accrue at a rate which exceeds
$25,000 of Fair Market Value (determined at the time such option is
granted) for each calendar year in which such option is outstanding at
any time. If the purchases by all Participants would otherwise cause
the aggregate number of shares of Common Stock to be sold under the
Plan to exceed the number specified in Section 3, however, each
Participant shall be allocated at a ratable portion of the maximum
number of shares of Common Stock which may be sold.
5.2. The purchase price of each share of Common Stock sold
pursuant to this Plan will be the lesser of (a) or (b) below:
(a) 85% of the Fair Market Value of such share on the first
day of the Purchase Period.
(b) 85% of the Fair Market Value of such share on the last day
of the Purchase Period.
6. Method of Participation.
6.1. The Company shall give notice to each Eligible Employee
of the opportunity to purchase shares of Common Stock pursuant to this
Plan and the terms and conditions for such offering. Such notice is
subject to revision by the Company at any time prior to the date of
purchase of such shares. The Company contemplates that for tax purposes
the first day of a Purchase Period will be the date of the offering of
such shares.
6.2. Each Eligible Employee who desires to participate in the
Plan for a Purchase Period shall signify his or her election to do so
by signing an election form developed by the Committee. An Eligible
Employee may elect to have any whole percent of Compensation withheld,
but not exceeding ten percent (10%) per pay period. An election to
participate in the Plan and to authorize payroll deductions as
described herein must be made before the first day of the Purchase
Period to which it relates and shall remain in effect unless and until
such Participant withdraws from the Plan, modifies his or her
authorization, or ceases to be an Eligible Employee, as hereinafter
provided.
6.3. Any Eligible Employee who does not make a timely election
as provided in Section 6.2, shall be deemed to have elected not to
participate in the Plan. Such election shall be irrevocable for such
Purchase Period.
7. Recordkeeping Account.
7.1. The Company shall maintain a Recordkeeping Account for
each Participant. Payroll deductions pursuant to Section 6 will be
credited to such Recordkeeping Accounts on each payday.
7.2. No interest will be credited to a Participant's
Recordkeeping Account.
7.3. The Recordkeeping Account is established solely for
accounting purposes, and all amounts credited to the Recordkeeping
Account will remain part of the general assets of the Company.
7.4. A Participant may not make any separate cash payment into
the Recordkeeping Account.
8. Right to Adjust Participation or to Withdraw.
8.1. A Participant may, at any time during a Purchase Period,
direct the Company to make no further deductions from his or her
Compensation or to increase or decrease the percentage amount of such
deductions from future Compensation, subject to the limitation in
Section 6.2. Upon any such action, future payroll deductions with
respect to such Participant shall cease or shall be increased or
decreased in accordance with the Participant's direction.
8.2. Any Participant who stops payroll deductions may not
thereafter resume payroll deductions during such Purchase Period.
8.3. At any time before the end of a Purchase Period, any
Participant may withdraw from the Plan. In such event, all future
payroll deductions shall cease and the entire credit balance in the
Participant's Recordkeeping Account will be paid to the Participant,
without interest, in cash within 15 days. A Participant who withdraws
from the Plan will not be eligible to reenter the Plan until the next
succeeding Purchase Period.
8.4. Notification of a Participant's election to increase,
decrease, or terminate deductions, or to withdraw from the Plan, shall
be made by filing an appropriate form with the Company.
9. Termination of Employment. If the employment of a Participant is
terminated for any reason, including death, disability, or retirement, the
entire balance in the Participant's Recordkeeping Account will be applied to the
purchase of shares as provided in Section 10.1 as of the last day of the
Purchase Period in which the Participant's employment terminated; except that if
such Participant so requests prior to the last day of such Purchase Period, the
Company shall refund in cash within 15 days all amounts credited to his or her
Recordkeeping Account.
10. Purchase of Shares.
10.1. As of the last day of the Purchase Period, the entire
credit balance in each Participant's Recordkeeping Account will be used
to purchase shares (including fractional shares) of Common Stock
(subject to the limitations of Section 5) unless the Participant has
filed an appropriate form with the Company in advance of that date
(which either elects to purchase a specified number of shares which is
less than the number described above or elects to receive the entire
credit balance in cash). Any amount in a Participant's Recordkeeping
Account that is not used to purchase shares pursuant to this Section
10.1 will be refunded to the Participant.
10.2. Shares of Common Stock acquired by each Participant
shall be held in a general account maintained for the benefit of all
Participants.
10.3. Certificates for the number of whole shares of Common
Stock, determined as aforesaid, purchased by each Participant shall be
issued and delivered to him or her only upon the request of the
Participant or his or her representative. Any such request shall be
made by filing an appropriate form with the Company. No Certificates
for fractional shares will be issued. Instead, Participants will
receive a cash distribution representing any fractional shares.
10.4. Dividends with respect to a Participant's shares held in
the general account will, at the election of the Participant, either be
paid to the Participant in cash or reinvested in additional shares of
Common Stock. Any such election shall be made or changed by filing an
appropriate form with the Company. If a Participant fails to make such
an election, all dividends with respect to the Participant's shares
held in the general account will automatically be reinvested to
purchase additional shares of Common Stock.
10.5. Each Participant will be entitled to vote all shares
held for the benefit of such Participant in the general account.
11. Rights as a Stockholder. A Participant shall not be entitled to any
of the rights or privileges of a stockholder of the Company with respect to such
shares, including the right to receive any dividends which may be declared by
the Company, until (i) he or she actually has paid the purchase price for such
shares and (ii) either the shares have been credited to his or her account or
certificates have been issued to him or her, both as provided in Section 10.
12. Rights Not Transferable. A Participant's rights under this Plan are
exercisable only by the Participant during his or her lifetime, and may not be
sold, pledged, assigned or transferred in any manner other than by will or the
laws of descent and distribution. Any attempt to sell, pledge, assign or
transfer the same shall be null and void and without effect. The amounts
credited to a Recordkeeping Account may not be assigned, transferred, pledged or
hypothecated in any way, and any attempted assignment, transfer, pledge,
hypothecation or other disposition of such amounts will be null and void and
without effect.
13. Administration of the Plan. This Plan shall be administered by the
Committee, which is authorized to make such uniform rules as may be necessary to
carry out its provisions. The Committee shall determine any questions arising in
the administration, interpretation and application of this Plan, and all such
determinations shall be conclusive and binding on all parties.
14. Adjustment upon Changes in Capitalization. In the event of any
change in the Common Stock of the Company by reason of stock dividends,
split-ups, corporate separations, recapitalizations, mergers, consolidations,
combinations, exchanges of shares and the like, the aggregate number and class
of shares available under this Plan and the number, class and purchase price of
shares available but not yet purchased under this Plan, shall be adjusted
appropriately by the Committee.
15. Registration of Certificates. Stock certificates will be registered
in the name of the Participant, or jointly in the name of the Participant and
another person, as the Participant may direct on an appropriate form filed with
the Company.
16. Amendment of Plan. The Board of Directors may at any time amend
this Plan in any respect which shall not adversely affect the rights of
Participants pursuant to shares previously acquired under the Plan, except that,
without stockholder approval on the same basis as required by Section 19.1, no
amendment shall be made (i) to increase the number of shares to be reserved
under this Plan, (ii) to decrease the minimum purchase price, (iii) to withdraw
the administration of this Plan from the Committee, or (iv) to change the
definition of employees eligible to participate in the Plan.
17. Effective Date of Plan. This Plan shall consist of an offering
commencing July 1, 1996, and ending September 30, 1996, and continuing on a
quarterly basis thereafter. All rights of Participants in any offering hereunder
shall terminate at the earlier of (i) the day that Participants become entitled
to purchase a number of shares of Common Stock equal to or greater than the
number of shares remaining available for purchase or (ii) at any time, at the
discretion of the Board of Directors, after 30 days' notice has been given to
all Participants. Upon termination of this Plan, shares of Common Stock shall be
issued to Participants in accordance with Section 10, and cash, if any,
remaining in the Participants' Recordkeeping Accounts shall be refunded to them,
as if the Plan were terminated at the end of a Purchase Period.
18. Governmental Regulations and Listing. All rights granted or to be
granted to Eligible Employees under this Plan are expressly subject to all
applicable laws and regulations and to the approval of all governmental
authorities required in connection with the authorization, issuance, sale or
transfer of the shares of Common Stock reserved for this Plan, including,
without limitation, there being a current registration statement of the Company
under the Securities Act of 1933, as amended, covering the shares of Common
Stock purchasable on the last day of the Purchase Period applicable to such
shares, and if such a registration statement shall not then be effective, the
term of such Purchase Period shall be extended until the first business day
after the effective date of such a registration statement, or post-effective
amendment thereto. If applicable, all such rights hereunder are also similarly
subject to effectiveness of an appropriate listing application to a national
securities exchange or a national market system, covering the shares of Common
Stock under the Plan upon official notice of issuance.
19. Miscellaneous.
19.1. This Plan shall be submitted for approval by the
stockholders of the Company prior to July 1, 1996. If not so approved
prior to such date, this Plan shall terminate on July 1, 1996.
19.2. This Plan shall not be deemed to constitute a contract
of employment between the Company and any Participant, nor shall it
interfere with the right of the Company to terminate any Participant
and treat him or her without regard to the effect which such treatment
might have upon him or her under this Plan.
19.3. Wherever appropriate as used herein, the masculine
gender may be read as the feminine gender, the feminine gender may be
read as the masculine gender, the singular may be read as the plural
and the plural may be read as the singular.
19.4. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of
Minnesota.
19.5. Delivery of shares of Common Stock or of cash pursuant
to the Plan shall be subject to any required withholding taxes. A
person entitled to receive shares of Common Stock may, as a condition
precedent to receiving such shares, be required to pay the Company a
cash amount equal to the amount of any required withholdings.
FAEGRE & BENSON LLP
2200 NORWEST CENTER, 90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402-3901
TELEPHONE 612-336-3000
FACSIMILE 612-336-3026
June 21, 1996
Board of Directors
Secure Computing Corporation
2675 Long Lake Road
Roseville, MN 55113
In connection with the proposed registration under the Securities Act
of 1933, as amended, of shares of Common Stock of Secure Computing Corporation,
a Delaware corporation (the "Company"), offered and to be offered pursuant to
the Secure Computing Corporation Employee Stock Purchase Plan (the "Plan"), we
have examined the Company's Restated Certificate of Incorporation, its Amended
and Restated By-Laws, and such other documents, including the Registration
Statement on Form S-8, dated the date hereof, to be filed with the Securities
and Exchange Commission relating to such shares (the "Registration Statement"),
and have reviewed such matters of law as we have deemed necessary for this
opinion. Accordingly, based upon the foregoing, we are of the opinion that:
1. The Company is duly and validly organized and existing and in good
standing under the laws of the State of Delaware.
2. The Company has duly authorized the issuance of the shares of Common
Stock which may be issued pursuant to the Plan.
3. The shares which may be issued pursuant to the Plan will be, upon
issuance, validly issued and outstanding and fully paid and nonassessable.
4. All necessary corporate action has been taken by the Company to
adopt the Plan, and the Plan is a validly existing plan of the Company.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Faegre & Benson LLP
FAEGRE & BENSON LLP
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Secure Computing Corporation Employee Stock Purchase Plan
of our report dated January 30, 1996 with respect to the financial statements
and schedule of Secure Computing Corporation incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
June 21, 1996
SECURE COMPUTING CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Secure Computing
Corporation, a Delaware corporation, does hereby make, constitute and appoint
Kermit M. Beseke and Dean W. Nordahl, and either of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said Corporation to a
Registration Statement or Registration Statements, on Form S-8 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Corporation with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of said
Corporation authorized for issuance under said Corporation's Employee Stock
Purchase Plan, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and either of them, full power and authority to do and
perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 1st day of May, 1996.
/s/ Stephen M. Puricelli
Stephen M. Puricelli
SECURE COMPUTING CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Secure Computing
Corporation, a Delaware corporation, does hereby make, constitute and appoint
Kermit M. Beseke and Dean W. Nordahl, and either of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said Corporation to a
Registration Statement or Registration Statements, on Form S-8 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Corporation with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of said
Corporation authorized for issuance under said Corporation's Employee Stock
Purchase Plan, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and either of them, full power and authority to do and
perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 1st day of May, 1996.
/s/ Dennis J. Shaughnessy
Dennis J. Shaughnessy
SECURE COMPUTING CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Secure Computing
Corporation, a Delaware corporation, does hereby make, constitute and appoint
Kermit M. Beseke and Dean W. Nordahl, and either of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said Corporation to a
Registration Statement or Registration Statements, on Form S-8 or other
applicable form, and all amendments, including post-effective amendments,
thereto, to be filed by said Corporation with the Securities and Exchange
Commission, Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of said
Corporation authorized for issuance under said Corporation's Employee Stock
Purchase Plan, and to file the same, with all exhibits thereto and other
supporting documents, with said Commission, granting unto said
attorneys-in-fact, and either of them, full power and authority to do and
perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand this 1st day of May, 1996.
/s/ Timothy H. Hanson
Timothy H. Hanson
