As filed with the Securities and Exchange Commission on February 5, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
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
Rockville, Maryland 20850
(301) 258-5043
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
DELAWARE 7372 87-0393420
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
John C. Becker
AXENT Technologies, Inc.
2400 Research Boulevard, Suite 200
Rockville, Maryland 20850
(301) 258-5043
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Edwin M. Martin, Jr., Esq. John J. Egan III, Esq.
Piper & Marbury L.L.P. Goodwin, Procter & Hoar LLP
Suite 800 Exchange Place
1200 Nineteenth Street, N.W. Boston, MA 02109
Washington, D.C. 20036 (617) 570-1000
(202) 861-3900
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement and the
satisfaction or waiver of certain other conditions under the Agreement and Plan
of Merger described herein.
If the securities being registered on this form are being offered in
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connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.^
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ Reg. No. 333-43265^
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ^
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum
Title of Each Class of to be Offering Aggregate Amount of
Securities to be Registered Registered(1) Price Offering Registration
Per Share(2) Price(2) Fee(2)
<S> <C> <C> <C> <C>
Common Stock, par value $.02 per share of AXENT
Technologies, Inc................................... 160,000 $ $3,037,500 $920.45
<FN>
(1) The Securities to be offered hereby will be offered pursuant to a fixed
exchange ratio of shares of Common Stock of AXENT Technologies, Inc.
("AXENT"), $.02 par value, for shares of Common Stock of Raptor Systems,
Inc. ("Raptor"), $01 par value, in connection with the merger (the "Merger")
of Raptor with a wholly-owned subsidiary of AXENT.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(1) and based upon the average of the high and low
sales prices per share of Raptor Common Stock on February 3, 1998 on the
Nasdaq National Market. If the Merger described herein is consummated, a
maximum of .80 Shares will be issued for every one share of common stock.
</FN>
</TABLE>
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-4
FILE NO. 333-43265
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933. The registrant hereby incorporates by reference into
this Registration Statement on Form S-4 in its entirety the Registration
Statement on Form S-4, File No. 333-43265, including each of the documents filed
by the registrant with the Commission and incorporated by reference therein.
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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 Rockville,
County of Montgomery, State of Maryland, on the 5th day of February 1998.
AXENT TECHNOLOGIES, INC.
/S/ GARY FORD
By: Gary Ford
General Counsel
* /s/ JOHN C. BECKER
John C. Becker
President, Chief Executive Officer and Director
(Principal Executive Officer)
February 5, 1998
* /s/ RICHARD A. LEFEBVRE
Richard A. Lefebvre
Chairman of the Board and Director
February 5, 1998
* /s/ ROBERT B. EDWARDS, JR.
Robert B. Edwards, Jr.
Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
February 5, 1998
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* /s/ GABRIEL A. BATTISTA
Gabriel A. Battista
Director
February 5, 1998
* /s/ JOHN F. BURTON
John F. Burton
Director
February 5, 1998
* By:
/s/ Gary Ford
Gary Ford
Attorney in Fact
February 5, 1998
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EXHIBIT INDEX
AXENT TECHNOLOGIES, INC.
Exhibit No.
Description
5.1 Exhibit Opinion of Piper & Marbury L.L.P. regarding legality of
securities being registered. ......................................
23.1 Consent of Coopers & Lybrand L.L.P. (AXENT). ......................
23.2 Consent of Coopers & Lybrand L.L.P. (Raptor). .....................
23.3 Consent of Piper & Marbury L.L.P. (included as part of Exhibit 5.1
hereto)............................................................
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Exhibit 5.1
[PIPER & MARBURY L.L.P. LETTERHEAD]
February 5, 1998
AXENT Technologies, Inc.
2400 Research Blvd.
Rockville, Maryland 20850
Gentlemen:
We have assisted in the preparation and filing with the Securities and
Exchange Commission of a Registration Statement on Form S-4 (the "Registration
Statement"), relating to 160,000 shares (the "Shares") of Common Stock, $0.02
par value per share, of AXENT Technologies, Inc., a Delaware corporation (the
"Company"), to be issued in connection with the merger of Raptor Systems, Inc.
("Raptor") with a wholly-owned subsidiary of the Company ("Sub").
We have examined the Certificate of Incorporation and By-laws of the
Company, and all amendments thereto, and have examined and relied upon the
originals, or copies certified to our satisfaction, of such records of meetings
of the directors and stockholders of the Company, documents and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
In examining the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued upon consummation of the Merger in accordance
with the terms and provisions of the Agreement and Plan of Merger, by and among
the Company, Raptor and Sub, dated as of December 1, 1997, will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the use of our name in the Registration Statement
and under the caption "Legal Matters" in the related Prospectus/Proxy Statement
and consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of AXENT Technologies, Inc. on Form S-4, which includes the joint proxy
statement of both AXENT Technologies, Inc. and Raptor Systems, Inc., of our
report dated January 28, 1997, on our audits of the consolidated financial
statements of AXENT Technologies, Inc. as of December 31, 1996 and 1995, and for
the years ended December 31, 1996, 1995 and 1994, as included in AXENT
Technologies, Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, which report is incorporated by reference in this
registration statement on Form S-4. We also consent to the references to our
firm under the captions "Conditions," "Independent Accountants" and "Experts."
COOPERS & LYBRAND L.L.P.
Washington, D.C.
February 5, 1998
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of AXENT Technologies, Inc. on Form S-4, which includes the joint
proxy statement of both AXENT Technologies, Inc. and Raptor Systems, Inc., of
our report dated January 28, 1997 on our audits of the consolidated financial
statements of Raptor Systems, Inc. as of December 31, 1996 and 1995, and for the
years ended December 31, 1996, 1995 and 1994, as included in Raptor Systems,
Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1996,
which report is incorporated by reference in this registration statement on Form
S-4. We also consent to the references to our firm under the captions
"conditions," "independent accountants" and "experts."
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
February 5, 1998
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