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):
March 25, 1997
AXENT TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-28100 87-0393420
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
2400 Research Boulevard, Suite 200
Rockville, Maryland 20850
(Address of principal executive offices) (Zip Code)
(301) 258-2620
(Registrant's telephone number)
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Item 2. Acquisition or Disposition of Assets.
On March 25, 1997, the shareholders of AssureNet Pathways, Inc.
("AssureNet") approved the merger between AssureNet and Axquisition., Inc.
("Sub"), a Delaware corporation and a wholly-owned subsidiary of AXENT
Technologies, Inc. ("AXENT"), pursuant to the terms of an Amended Agreement and
Plan of Merger, dated as of January 6, 1997, as amended as of February 26, 1997,
by and among AssureNet, AXENT and Sub (the "Merger Agreement"), and AssureNet
has been merged with and into Sub. As provided in the Merger Agreement, AXENT
will issue a total of 1,550,000 shares of AXENT Common Stock for all shares of
AssureNet Common Stock and Preferred Stock outstanding immediately prior to the
effective time of the merger and upon the exercise of certain stock options and
warrants issued by AssureNet that were outstanding immediately prior to the
effective time of the merger; AXENT assumed all other stock options and warrants
issued by AssureNet that were outstanding immediately prior to effective time of
the merger. Each share of AssureNet's Common Stock was converted into the right
to receive 0.0620559 of a share of AXENT Common Stock, each share of AssureNet's
Series A Convertible Preferred Stock was converted into the right to receive
0.1267459 shares of AXENT Common Stock, each share of AssureNet's Series B
Convertible Preferred Stock was converted into the right to receive 0.1339337
shares of AXENT Common Stock and each share of AssureNet's Series C Convertible
Preferred Stock was converted into the right to receive 0.4095024 shares of
AXENT Common Stock.
AXENT will account for the acquisition under the purchase method of
accounting. The purchase price, approximately $32 million, includes the value of
shares exchanged, net liabilities assumed and direct costs associated with the
transaction and is allocated among AssureNet's assets based on fair market
value. During the first quarter of 1997, AXENT incurred a one-time charge to
earnings of approximately $28 million to reflect in-process research and
development costs.
Before the acquisition, AssureNet developed and marketed certain
hardware and software remote access authentication products (Defender(R)
products) and had certain other software products under development. AXENT
intends to integrate the existing Defender software technology with AXENT's
OmniGuard(TM) family of products where appropriate. With the exception of
hardware tokens, AXENT intends to cease actively marketing the majority of
AssureNet hardware products and focus its efforts on marketing the Defender
software products. The acquisition also is expected to permit AXENT to expand
its indirect distribution capabilities through the resellers that are
distributing AssureNet's Defender products.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. Incorporated herein by
reference to the Registrant's Registration Statement on Form S-4 (File No.
333-20207).
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(b) Pro Forma Financial Information. Incorporated herein by reference
to the Registrant's Registration Statement on Form S-4 (File No. 333-20207).
(c) Exhibits. The Merger Agreement is incorporated herein by reference
to AXENT's Registration Statement on Form S-4 (File No. 333-20207).
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.
Date: April 9, 1997 AXENT TECHNOLOGIES, INC.
By: /s/ John C. Becker
John C. Becker
President and Chief Operating Officer
