As filed with the Securities and Exchange Commission on September 1, 1998
Registration No. 333- _____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
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
Rockville, MD 20850
(301) 258-5043
(Address of Principal Executive Offices)
Delaware 7372 87-0393420
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Identification
incorporation or Classification Number) Code Number)
organization)
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John C. Becker
President and Chief Executive Officer
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)
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Copies to:
Edwin M. Martin, Jr., Esquire
Jane K. P. Tam, Esquire
Piper & Marbury L.L.P.
1200 Nineteenth Street, N.W.
Washington, D.C. 20036
(202) 861-3900
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") check the following box. X
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. |_|___________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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. |_|___________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Each Class of Amount to be Maximum Aggregate Amount of
Securities To Be Registered Registered Offering Price Registration Fee
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Common Stock, par value 21,250 (1) $98.00
$.02 per share
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(1) Pursuant to Rule 457(c), the proposed maximum aggregate offering price and
registration fee are based upon the closing price of $15.625 per share of
the Company's Common Stock on August 31, 1998, as reported on the Nasdaq
National Market.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until the registration statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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SUBJECT TO COMPLETION, DATED SEPTEMBER 1, 1998
PROSPECTUS
September __, 1998
21,250 SHARES
AXENT TECHNOLOGIES, INC.
COMMON STOCK
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This Prospectus relates to the public offering from time to time of up to
an aggregate of 21,250 shares (the "Shares") of Common Stock, par value $.02 per
share (the "Common Stock"), of Axent Technologies, Inc., a Delaware corporation
(the "Company" or "AXENT"), by the Selling Stockholders named herein. See
"Selling Stockholders."
The Common Stock is traded on the Nasdaq National Market under the symbol
"AXNT." On August 31, 1998, the reported closing price of the Company's Common
Stock on the Nasdaq National Market was $15.625 per share.
NO PERSON HAS BEEN AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company with the Commission, including the reports and
other information incorporated by reference into this Prospectus, can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at its regional
offices located at 7 World Trade Center, 13th Floor, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at rates prescribed by the Commission or from the Commission's Internet
web site at http:\\www.sec.gov. The Common Stock of the Company is quoted on the
Nasdaq National Market. Reports, proxy statements and other information
concerning the Company can be inspected at the offices of the Nasdaq Stock
Market, 1735 K Street, Washington, D.C. 20006. This Prospectus does not contain
all the information set forth in the Registration Statement of which this
Prospectus is a part and exhibits relating thereto which the Company has filed
with the Commission. Copies of the information and exhibits are on file at the
offices of the Commission and may be obtained, upon payment of the fees
prescribed by the Commission, or may be examined without charge at the offices
of the Commission or through the Commission's Internet web site.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.:
000-28100) pursuant to the 1934 Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1997;
2. Quarterly Reports on Form 10-Q for each of the fiscal quarters ended
March 31, 1998 and June 30, 1998;
3. The Company's Definitive Proxy Statement on Schedule 14A filed with
the Commission under the 1934 Act on April 29, 1998;
4. The Company's Current Report on Form 8-K dated February 5, 1998;
5. The description of Common Stock contained in the Company's
Registration Statement on Form (333-01368); and
6. All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of filing of
the Registration Statement of which this Prospectus is a part and
prior to the termination of the offering made hereby.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, upon the request of any such person, a copy of any
or all of the documents which have been incorporated herein by reference, other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests for such documents
should be directed to Gary M. Ford, Vice President and General Counsel, AXENT
Technologies, Inc., 2400 Research Boulevard, Suite 200, Rockville, Maryland
20850.
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 Prospectus 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. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
THE COMPANY
AXENT is a leading developer and provider of information security solutions
designed to manage security policies and protect the integrity of enterprise
computer networks, including Internet-based systems, internal networks, and
individual servers, workstations and desktop and laptop computers. AXENT
emphasizes its ability to address more of the information security issues facing
organizations than any other single vendor as well as the functional robustness
and multiple platform coverage of its solutions. When combined together, AXENT's
products provide a more comprehensive approach to minimizing the risks
associated with the inherent vulnerabilities of today's computing environments
that provide inviting opportunities for computer hackers, curious or disgruntled
employees, contractors and competitors to compromise or destroy sensitive
information within the systems or to otherwise disrupt the normal operation of
the systems.
AXENT's products provide security assessment and policy management,
intrusion detection, data confidentiality, system and network access control,
user administration, activity monitoring, secure authentication solutions for
remote network access and virtual private networking capabilities for remote
users and remote sites. These products allow customers to create trusted systems
and networks that are protected from access, theft and
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damage by unauthorized users from untrusted systems or networks such as the
Internet and also enable the creation of virtual private networks ("VPNs")
through the encrypted transmission of information across untrusted networks.
AXENT expects to continue expanding its product offerings through
acquisition, internal development and marketing arrangements to maintain its
leadership in the field of information security solutions for enterprise
computing environments. While its security management products have been
internally developed, AXENT completed acquisitions of AssureNet Pathways, Inc.
("AssureNet") in March 1997 and Raptor Systems, Inc. ("Raptor") in February
1998, which added secure authentication solutions for remote network access and
virtual private networking capabilities, network security solutions and secure
intranet and Web-access products.
AXENT's principal executive offices are located at 2400 Research Boulevard,
Suite 200, Rockville, Maryland 20850. Its telephone number is (301) 258-5043.
RISK FACTORS
In addition to the other information in this Prospectus, the following risk
factors should be considered in evaluating the Company and its business before
purchasing shares of the Common Stock offered hereby.
POTENTIAL SIGNIFICANT FLUCTUATIONS IN QUARTERLY OPERATING RESULTS AND
LENGTHY SALES CYCLE. AXENT has experienced significant quarterly fluctuations in
its operating results and anticipates such fluctuations in the future.
Typically, revenues, operating income and net income for AXENT's fourth quarter
are higher than those for the first quarter of the following year. In addition,
revenues tend to be lower in the summer months, particularly in Europe, when
businesses often defer purchase decisions. AXENT has historically recognized a
substantial portion of its license revenues in the last month of each quarter.
AXENT generally ships its software products on a trial basis and recognizes
revenue upon receipt of a binding obligation by the customer and, as a result,
has little or no backlog. Quarterly revenues and operating results therefore
depend on the volume and timing of orders received during the quarter, which are
difficult to forecast. In addition, consulting service revenues tend to
fluctuate as projects, which may continue over several quarters, are undertaken
or completed. Operating results may also fluctuate on a quarterly basis due to
factors such as the demand for AXENT's products, the introduction of new
products and product enhancements by AXENT or its competitors, market acceptance
of new products introduced by AXENT or its competitors and the size, timing,
cancellation or delay of customer orders, including cancellation or delay of
such orders in anticipation of new product introduction or enhancement. AXENT's
quarterly operating results are also affected by the budgeting cycles of
customers, changes in the proportion of revenues attributable to licenses and
service fees, changes in the mix of products sold, changes in the percentage of
products sold through AXENT's direct sales force, changes in product pricing,
changes in the development of AXENT's direct and indirect distribution channels,
competitive conditions in the industry and changes in general economic
conditions.
The value of individual transactions as a percentage of quarterly revenues
can be substantial, and particular transactions may generate a substantial
portion of the operating profits for the quarter in which they are signed. The
sales of AXENT's security products generally involve significant testing by and
education of prospective customers as well as a commitment of resources by both
parties. For these and other reasons, the sales cycle associated with the sales
of AXENT's security products is typically between nine and 12 months and subject
to a number of significant risks over which AXENT has little or no control.
Because AXENT's staffing and other operating expenses are based on anticipated
revenue levels, a substantial portion of which is not typically generated until
the end of each quarter, and a high percentage of AXENT's expenses are fixed,
delays in the receipt of orders can cause significant variations in operating
results from quarter to quarter. In addition, AXENT may expend significant
resources pursuing potential sales that will not be consummated. AXENT also may
choose to reduce prices or to increase spending in response to competition or to
pursue new market opportunities, which may adversely affect AXENT's operating
results. Accordingly, AXENT believes that period-to-period comparisons of its
results of operations may not be meaningful and should not be relied upon as an
indication of future performance. Furthermore, there can be no assurance that
AXENT will be able to grow and sustain profitability on a quarterly basis.
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Due to all the foregoing factors, it is likely that in some future quarters
AXENT's operating results will be below the expectations of public market
analysts and investors. Regardless of the general outlook for AXENT's business,
the announcement of quarterly operating results below analyst and investor
expectations could have a material adverse effect on the price of AXENT's Common
Stock.
RISKS ASSOCIATED WITH INFORMATION SECURITY MARKET. The market for AXENT's
software products is in an early stage of development. Declines in demand for
AXENT's products, whether as a result of competition, technological change, the
public's perception of the need for security products, developments in the
hardware and software environments in which these products operate, general
economic conditions or other factors, could have a material adverse effect on
AXENT's financial condition or results of operations. In addition, an actual or
perceived breach of network or computer security at one of AXENT's customers,
regardless of whether such breach is attributable to AXENT's products, could
adversely affect the market's perception of AXENT and AXENT's financial
condition or results of operations.
PRODUCT DEVELOPMENT RISKS IN A RAPIDLY CHANGING INDUSTRY. The information
security industry is characterized by rapid changes, including frequent new
product introductions, continuing advances in technology and changes in customer
requirements and preferences. The introduction of new technologies could render
AXENT's existing products obsolete or unmarketable or require AXENT to invest
resources in products that may not become profitable. The development cycle for
AXENT's new products may be significantly longer than AXENT's historical product
development cycle, resulting in higher development costs or a loss in market
share. There can be no assurance that (i) AXENT will be able to counter
challenges to its current products; (ii) AXENT's future product offerings will
keep pace with the technological changes implemented by competitors or persons
seeking to breach information security; (iii) AXENT's products will satisfy
evolving preferences of customers and prospects; or (iv) AXENT will be
successful in developing and marketing products for any future technology.
Failure to develop and introduce new products and product enhancements in a
timely fashion could have a material adverse effect on AXENT's financial
condition and results of operations. Because of the complexity of AXENT's
software products which operate on or utilize multiple platforms and
communications protocols, AXENT has from time to time experienced delays in
introducing new products and product enhancements primarily due to development
difficulties or shortages of development personnel. There can be no assurance
that AXENT will not experience longer delays or other difficulties that could
delay or prevent the successful development, introduction or marketing of new
products or product enhancements.
YEAR 2000 COMPLIANCE. Many currently installed computer systems and
software products are coded to accept only two digit entries in the date code
field. These date code fields will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, within the
next two years, software and computer systems used by many companies and
organizations may need to be upgraded or replaced in order to comply with such
"Year 2000" requirements. Although AXENT believes that the current version of
its products are Year 2000 compliant, there can be no assurance that AXENT's
products are fully Year 2000 compliant in all instances or that AXENT's products
will not be operated on operating systems or with other software products that
are non-compliant, which may expose AXENT to claims from its customers. In
addition, prior versions of certain of AXENT's products may not be Year 2000
compliant unless upgraded with maintenance releases, which may require that
customers migrate to more current versions of operating systems, and there can
be no assurance that AXENT's disclaimer of warranties and limitations of
liability in its license agreements will adequately protect AXENT in the event
that any prior versions of its products are not compliant with Year 2000
requirements. Further, AXENT utilizes third-party equipment and software that
may not be Year 2000 compliant. AXENT has conducted certain limited tests of
third-party software it uses to determine Year 2000 compliance. In connection
with the purchase of new software systems for AXENT's internal use, AXENT has
received and expects to receive confirmations from software vendors that the
software is Year 2000 compliant. Based on the foregoing, AXENT currently has no
reason to believe that third-party software programs it anticipates using
internally after 1999 will not be Year 2000 compliant or that it will incur
significant incremental costs in making Year 2000 fixes in the foreseeable
future. However, there can be no assurance that Year 2000 errors or defects will
not be discovered in those internal systems and, if such errors or defects are
discovered, that the costs of making such systems Year 2000 compliant will not
have a material adverse effect on AXENT's business, operating results and
financial condition. Also, AXENT has not, to date, conducted a Year 2000 review
of its resellers and distributors. As AXENT derives a substantial portion of its
revenues from its indirect distribution channel, a Year 2000 error or defect
that affected AXENT's resellers or distributors could have a material adverse
effect on AXENT's business, financial condition and results of operations.
Furthermore, the purchasing patterns of customers or potential customers may be
affected by Year 2000 issues as companies expend significant resources to
correct their current systems for Year 2000 compliance. These expenditures may
result in reduced funds being available to implement the information security
solutions or to purchase products and services such as those offered by AXENT,
which could have a material adverse effect on AXENT's business, financial
condition and results of operations.
INTENSE AND CONSTANTLY EVOLVING COMPETITION. Competition in the information
security market is intense and constantly evolving, and AXENT expects such
competition to increase in the future. AXENT believes that significant
competitive factors affecting this market are depth of product functionality,
breadth of platform, product quality and performance, conformance to industry
standards, product price and customer support. In addition, the ability to
rapidly develop and implement new products and features for the market is
critical. There can be no assurance that AXENT can maintain or enhance its
competitive position against current and future competitors. Significant factors
such as the emergence of new products, fundamental changes in computing
technology and aggressive pricing and marketing strategies may also affect
AXENT's competitive position. Many of these factors are out of AXENT's control.
MANAGEMENT OF CHANGES. AXENT has experienced changes in its operations that
have placed significant demands on AXENT's administrative, operational,
technical and financial resources. To compete effectively, both in its domestic
and international operations, and to manage future growth, if any, AXENT must
continue to strengthen its operational, financial and management information
reporting systems, controls and procedures on a timely basis and expand, train
and manage its work force. There can be no assurance that AXENT will be able to
take such actions successfully. The failure of AXENT's management team to
effectively manage change could have a material adverse impact on AXENT's
financial condition and results of operations.
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RISKS ASSOCIATED WITH POSSIBLE ACQUISITIONS. In the normal course of its
business, AXENT evaluates potential acquisitions of businesses, products and
technologies that could complement or expand AXENT's business. In the event
AXENT identifies an appropriate acquisition candidate, there is no assurance
that AXENT would be able to successfully negotiate the terms of any such
acquisition, finance such acquisition and integrate such acquired business,
products or technologies into AXENT's existing business and operations.
Furthermore, the negotiation of potential acquisitions as well as the
integration of an acquired business could cause diversions of management time
and resources. There can be no assurance that a given acquisition, whether or
not consummated, would not materially adversely affect AXENT's financial
condition and results of operations. If AXENT proceeds with one or more
additional significant acquisitions in which the consideration consists of cash,
a substantial portion of AXENT's available cash could be used to consummate the
acquisitions. If AXENT consummates one or more additional significant
acquisitions in which the consideration consists of stock, stockholders of AXENT
could suffer a significant dilution of their interests in AXENT. If AXENT
consummates one or more significant acquisitions accounted for as a purchase,
substantial one-time charges for write-offs associated with the acquisition may
be incurred, which could impair AXENT's financial position.
RISK OF LIABILITY DUE TO ERRORS OR FAILURES OF PRODUCT SECURITY FEATURES.
Products as complex as those offered by AXENT may contain undetected errors,
failures or bugs when first introduced or when new versions are released. AXENT
has in the past discovered software errors, failures and bugs in certain of its
product offerings after their introduction and has experienced delays or lost
revenues during the period required to correct these errors. In particular, the
computer environment is characterized by a wide variety of standard and
non-standard configurations that make pre-release testing for programming or
compatibility errors very difficult and time-consuming. Furthermore, there can
be no assurance that, despite testing by AXENT and by others, errors, failures
or bugs will not be found in new products or releases after commencement of
commercial shipments by AXENT. Errors, failures or bugs in AXENT's products
could result in adverse publicity, in product returns, in loss of or delay in
market acceptance of AXENT's products or in claims by the customer or others
against AXENT although AXENT has not experienced any material losses or claims
by customers with respect to errors, failures or bugs in its products.
Alleviating such problems could require significant expenditures of capital and
resources by AXENT and could cause interruptions, delays or cessation of service
to AXENT's customers. AXENT attempts to limit its liability to customers,
including liability arising from a failure of the security features contained in
AXENT's products, through contractual limitations of warranties and remedies.
AXENT's consulting agreements with its customers generally contain provisions
designed to limit AXENT's exposure to claims related to negligence or errors or
omissions by AXENT's employees and agents. However, some courts have held
similar contractual limitations of liability, or the "shrinkwrap licenses" in
which they sometimes are embodied, to be unenforceable. Accordingly, there can
be no assurance that such limitations will be enforced. AXENT also has insurance
providing coverage up to $2,000,000 annually and per occurrence with respect to
claims arising from product failure and related loss or damage to data.
Notwithstanding that insurance coverage, the consequences of errors, failures or
bugs in AXENT's products could have a material adverse effect on AXENT's
financial condition and results of operations.
SALES AND DISTRIBUTION RISKS. Many of the employees in AXENT's sales and
marketing organizations have been employed by AXENT for less than two years. In
order to support sales growth, if any, AXENT will need to maintain the size of
its sales and marketing staff, increase the staff's productivity and expand its
indirect distribution channels. There can be no assurance that AXENT will be
able to leverage successfully its sales force or that AXENT's sales and
marketing organization will successfully compete against the more extensive and
well funded sales and marketing organizations of many of AXENT's current and
future competitors. AXENT is developing its indirect distribution channels in
North America and Europe. There can be no assurance that AXENT will be able to
attract and retain third parties that will be able to market AXENT's products
effectively and will be qualified to provide timely and cost-effective customer
support and service. AXENT's arrangements with its distributors and resellers
generally do not contain minimum purchase requirements, and such distributors
and resellers may carry competing product offerings. There can be no assurance
that any distributor or reseller will continue to represent AXENT's products.
The inability to recruit, or the loss of, important sales personnel,
distributors or resellers could materially adversely affect AXENT's financial
condition and results of operations.
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DEPENDENCE ON KEY PERSONNEL. AXENT's success depends to a significant
degree upon the continuing contributions of its key management, sales,
marketing, professional services, customer support and product development
personnel. The loss of the services of any key employee could adversely affect
AXENT's financial condition and results of operations. AXENT believes that its
future success will depend in large part upon its ability to attract and retain
highly-skilled managerial, sales, marketing, professional services, customer
support and product development personnel. AXENT requires consulting services
personnel and sales consultants who are highly technically trained in the field
of information security, and the competition for such individuals is intense.
AXENT has at times experienced, and continues to experience, difficulty in
recruiting qualified personnel. Competition for qualified personnel in the
software industry is intense, and there can be no assurance that AXENT will be
successful in retaining its key employees or that it can attract or retain
additional skilled personnel as required.
RISKS ASSOCIATED WITH INTERNATIONAL SALES. Sales outside the United States
accounted for a significant portion of AXENT's net revenues from its information
security products in the years ended December 31, 1996 and 1997, respectively.
Management expects that international sales will continue to generate a
significant portion of AXENT's total revenue. AXENT's international business may
be subject to a variety of risks, including costs and risks relating to the
establishment and expansion of indirect distribution channels in certain
countries or regions, delays in expanding its international distribution
channels, difficulties in collecting international accounts receivable from
distributors or resellers, and increased costs associated with maintaining
international marketing efforts. AXENT's international sales are denominated in
the local currency of the country in which the sale was made, and AXENT is
subject to the risks associated with fluctuations in currency exchange rates. As
AXENT does not currently hedge foreign currency risk, a decrease in the value of
any of these foreign currencies relative to the U.S. dollar will affect the
profitability in U.S. dollars of AXENT's products sold in these markets. In
addition, AXENT is subject to the usual risks of doing business abroad,
including increases in duty rates, the introduction of non-tariff barriers and
difficulties in enforcement of intellectual property rights. There can be no
assurance that these factors will not have a material adverse effect on AXENT's
financial condition or results of operations.
EFFECT OF GOVERNMENT REGULATION OF TECHNOLOGY EXPORTS. AXENT's
international sales and operations may be subject to risks such as the
imposition of governmental controls, new or changed export license requirements,
restrictions on the export of critical technology, trade restrictions and
changes in tariffs. While AXENT believes its products are designed to meet the
regulatory standards of foreign markets, any inability to obtain foreign
regulatory approvals on a timely basis could have a material adverse effect on
AXENT's financial condition or results of operations. Certain of AXENT's
products are subject to export controls under U.S. law, and AXENT believes it
has obtained all necessary export approvals when required. There can be no
assurance, however, that the list of products and countries for which export
approval is required, and the regulatory policies with respect thereto, will not
be revised from time to time. The inability of AXENT to obtain required
approvals under these regulations could materially adversely affect the ability
of AXENT to make international sales. For example, because of U.S. governmental
controls on the exportation of encryption technology, AXENT has been unable to
export some of its products with the most robust information security encryption
technology and will be required to provide for recovery of encryption keys for
access by governmental authorities in order to export products containing
Digital Encryption Standard (DES) encryption algorithms. As a result, foreign
competitors facing less stringent controls on their products may be able compete
more effectively than AXENT in the global information security market. There can
be no assurance that these factors will not have a material adverse effect on
AXENT's financial condition or results of operations.
LIMITED PROTECTION OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. AXENT
regards its software as proprietary, and its success and ability to compete is
dependent in part upon its proprietary technology and rights. AXENT relies on
copyright and trade secret laws, trademarks, confidentiality procedures and
contractual provisions to protect its proprietary software, documentation and
other proprietary information. Although AXENT holds several patents and has
several pending patent applications which cover certain aspects of its
technology, such patents and patent applications are unrelated to its
information security products. AXENT does not rely upon patent protection and
there can be no assurance that AXENT will seek patents on aspects of its
technology relating to its
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information security products, that any such patents will issue or that any such
patents will be sufficiently broad to protect AXENT's technology relating to its
information security products. Although the effectiveness of AXENT's products is
not dependent upon the secrecy of its proprietary technology or licensed
technology, the public disclosure of its technology could result in a perception
of breached security and reduced effectiveness of AXENT's products, which could
have an adverse effect on AXENT's financial condition or results of operations.
There also can be no assurance that the confidentiality agreements and other
methods on which AXENT relies to protect its trade secrets and proprietary
information and rights will be adequate. Litigation to defend and enforce
AXENT's intellectual property rights could result in substantial costs and
diversion of resources and could have a material adverse effect on AXENT's
financial condition and results of operations regardless of the final outcome of
such litigation. Despite AXENT's efforts to safeguard and maintain its
proprietary rights, there can be no assurance that AXENT will be successful in
doing so or that the steps taken by AXENT in this regard will be adequate to
deter misappropriation or independent third-party development of its technology
or to prevent an unauthorized third party from copying or otherwise obtaining
and using AXENT's products, technology or other information that AXENT regards
as proprietary. There can also be no assurance that AXENT's trade secrets or
non-disclosure agreements will provide meaningful protection of AXENT's
proprietary information. Furthermore, there can be no assurance that others will
not independently develop similar technologies or duplicate any technology
developed by AXENT or that AXENT's technology will not infringe upon patents or
other rights owned by others. AXENT's inability to protect its proprietary
rights would have a material adverse effect on AXENT's financial condition and
results of operations.
As the number of information security products in the industry increases
and the functionality of these products further overlaps, software developers
and publishers may increasingly become subject to claims of infringement or
misappropriation of the intellectual property or proprietary rights of others.
There can be no assurance that third parties will not assert infringement or
misappropriation claims against AXENT in the future with respect to current or
future products. Further, AXENT may be subject to additional risk as it enters
into transactions in countries where intellectual property laws are not well
developed or are poorly enforced. Legal protections of AXENT's rights may be
ineffective in such countries, and technology developed in such countries may
not be protectable in jurisdictions where protection is ordinarily available.
Any claims or litigation, with or without merit, could be costly and could
result in a diversion of management's attention, which could have a material
adverse effect on AXENT's financial condition and results of operations. Adverse
determinations in such claims or litigation could also have a material adverse
effect on AXENT's financial condition and results of operations.
POSSIBILE VOLATILITY OF SHARE PRICE. The market price of AXENT Common
Stock, which is traded on The Nasdaq National Market, may be subject to
significant fluctuations in response to operating results, announcements of
technological innovations or new products by AXENT or its competitors, patent or
proprietary rights developments and market conditions for computer industry
stocks in general. In addition, the stock market in recent years has experienced
extreme price and volume fluctuations that often have been unrelated or
disproportionate to the operating performance of individual companies. These
market fluctuations, as well as general economic conditions, may adversely
affect the market price of AXENT Common Stock. The trading prices of many high
technology companies' stocks are at or near their historical highs and reflect
price/earnings ratios substantially above historical norms. There can be no
assurance that the trading price of AXENT Common Stock will remain at or near
its current level. Additionally, it is likely that in some future quarters
AXENT's operating results will be below the expectations of public market
analysts and investors. Regardless of the general outlook for AXENT's business,
the announcement of quarterly operating results below analyst and investor
expectations could have a material and adverse effect on the price of AXENT's
Common Stock.
CHALLENGES OF INTEGRATION. AXENT acquired Secure Network Consulting, Inc.
("SNCI") in a merger transaction (the "Merger") in July 1998. Achieving the
anticipated benefits of the Merger will depend in part upon whether the
integration of the two companies' businesses is accomplished in an efficient and
effective manner, and there can be no assurance that this will occur. The
successful combination of companies in a rapidly changing high technology
industry may be more difficult to accomplish than in other industries. The
combination of the two
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companies will require, among other things, integration of the companies'
respective offerings and coordination of their sales and marketing efforts.
There can be no assurance that such integration will be accomplished smoothly or
successfully. The difficulties of such integration may be increased by the
necessity of coordinating geographically separated organizations and addressing
possible differences in corporate cultures and management philosophies. The
integration of certain operations following the Merger will require the
dedication of management resources which may temporarily distract attention from
the day-to-day business of the combined company. The business of the combined
company may also be disrupted by employee uncertainty and lack of focus during
such integration. The inability of management to successfully integrate the
operations of the two companies could have a material adverse effect on the
business, results of operations and financial condition of AXENT.
INCURRENCE OF UNANTICIPATED EXPENSES, DELAYS AND INEFFICIENCIES. AXENT
expects to incur various costs of consolidation (such as professional fees and
filing fees) in the third quarter of 1998, the quarter in which the Merger was
consummated. In addition, unanticipated expenses, delays and inefficiencies may
be incurred relating to the integration of the businesses of SNCI and AXENT,
including the integration of certain offerings and marketing and administrative
functions. Although AXENT expects that the elimination of duplicative expenses
as well as other efficiencies related to the integration of the business of SNCI
may offset additional expenses over time, there can be no assurance that such
net benefit will be achieved in the near term, or at all.
POSSIBLE DILUTION. Although the companies believe that beneficial synergies
will result from the Merger, there can be no assurance that the combining of the
two companies' businesses, even if achieved in an efficient and effective
manner, will result in increased earnings per AXENT share (taking into
consideration the greater number of AXENT shares outstanding as a result of the
Merger) or a financial condition superior to that which would have been achieved
by AXENT. While neither AXENT nor SNCI anticipates that the Merger will be
dilutive for the stockholders of the respective companies over the long term,
there can be no assurance that, if the Merger fails to produce the anticipated
benefits, it will not have the dilutive effect of causing the per share earnings
of the combined company to be lower than they would have been for AXENT if it
had not acquired SNCI. Even if the effects of the Merger prove to be as
anticipated, there can be no assurance that future earnings will not be
adversely affected by any number of economic, market or other factors that are
not related to the Merger.
LOSS OF KEY EMPLOYEES OF SNCI. The successful continuation of SNCI's
business by AXENT and the successful integration of the companies' operations
depends upon the continued contribution of key employees of SNCI. The loss of
key personnel of SNCI could adversely affect the financial condition and results
of operation of the combined companies. Competition for qualified personnel,
consultants, distributors and resellers is intense, and there can be no
assurance that AXENT will be successful in retaining SNCI's key employees.
FEDERAL INCOME TAX CONSEQUENCES AND CONTINUITY OF INTEREST. One of the
requirements for the Merger being treated as a "reorganization" that is
generally tax free under the Code is that the "continuity of interest"
requirement be met. Under this requirement, holders of SNCI Stock must intend,
at the time of the Merger, to retain a portion of their AXENT Common Stock, such
that SNCI stockholders, as a group, have a significant equity interest in AXENT
after the Merger. If former SNCI stockholders should collectively sell in excess
of 50% of the AXENT Common Stock delivered as a consideration of the Merger
within a relatively short period after the Closing, for example one to two
years, the Internal Revenue Service (the "IRS") may contend that this
requirement is not met. In such event, the Merger would be a taxable transaction
and former SNCI stockholders would recognize taxable income as of the date of
the Merger based on the difference between the tax basis in their shares of SNCI
Stock and the fair market value of AXENT Common Stock received by them on that
date (even if such fair market value declines after the Merger).
DIVIDENDS. No dividends have been paid on AXENT Common Stock to date and
AXENT does not anticipate paying dividends in the foreseeable future.
ANTITAKEOVER PROVISIONS. AXENT's Certificate of Incorporation (the "AXENT
Certificate") requires that any action required or permitted to be taken by
stockholders of AXENT must be effected at a duly called annual or
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<PAGE>
special meeting of stockholders and may not be effected by any consent in
writing, and requires reasonable advance notice by a stockholder of a proposal
or director nomination which such stockholder desires to present at any annual
or special meeting of stockholders. Special meetings of stockholders may be
called only by the Chairman of the Board, the Chief Executive Officer or, if
none, the President of AXENT or by the Board of Directors. The AXENT Certificate
provides for a classified Board of Directors, and members of the Board of
Directors may be removed only for cause upon the affirmative vote of holders of
at least two-thirds of the shares of capital stock of AXENT entitled to vote.
These provisions, and other provisions of the AXENT Certificate, may have the
effect of deterring hostile takeovers or delaying or preventing changes in
control or management of AXENT, including transactions in which stockholders
might otherwise receive a premium for their shares over then current market
prices. In addition, these provisions may limit the ability of stockholders to
approve transactions that they may deem to be in their best interests.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the shares
hereunder.
SELLING STOCKHOLDERS
Each of the Selling Stockholders was a stockholder of SNCI. On July 17,
1998, AXENT and Axquisition Three, Inc., a wholly-owned subsidiary ("Merger
Sub") entered into an Agreement and Plan of Merger with SNCI providing for the
acquisition of SNCI by AXENT pursuant to a merger between SNCI and Merger Sub.
In the Merger, which was consummated on July 20, 1998, the shares of capital
stock of SNCI owned by the Selling Stockholders were converted, on a pro rata
basis, into shares of Common Stock, and SNCI became a wholly owned subsidiary of
AXENT. The Selling Stockholders have the right to receive, in the aggregate,
85,000 shares of Common Stock in the Merger, of which they have received an
aggregate of 21,250 shares as of the date of this Prospectus. All of these 21,
250 shares may be offered for sale from time to time by the Selling Stockholders
pursuant to the registration statement of which this Prospectus is a part.
The name and address of each of the Selling Stockholders, the positions,
offices and other material relationships, if any, of such Selling Stockholders
with SNCI prior to Merger, the number of Shares held by such Selling Stockholder
following the Merger and the percentage ownership of such Selling Stockholder of
the issued and outstanding shares of Common Stock as of August 27, 1998 is set
forth below:
POSITION,
OFFICES AND
OTHER MATERIAL NUMBER PERCENTAGE
RELATIONSHIPS OF OF
NAME ADDRESS WITH AXENT SHARES OWNERSHIP
Charles A. Johnson 3201 Cherry Ridge (1) 5,084 *
Suite 323C
San Antonio, TX
Craig A. Robinson 3201 Cherry Ridge (1) 5,084 *
Suite 323C
San Antonio, TX
James Burdick 3201 Cherry Ridge (1) 5,084 *
Suite 323C
San Antonio, TX
10
<PAGE>
Andrea M. Bridgehouse 3201 Cherry Ridge (1) 1,272 *
Suite 323C
San Antonio, TX
Michael D. Calder 3201 Cherry Ridge (1) 1,526 *
Suite 323C
San Antonio, TX
John R. Hanck 3201 Cherry Ridge (1) 102 *
Suite 323C
San Antonio, TX
Brian E. Keenan 3201 Cherry Ridge (1) 762 *
Suite 323C
San Antonio, TX
Scott A. Miller 3201 Cherry Ridge (1) 1,016 *
Suite 323C
San Antonio, TX
Kris M. Ramsey 3201 Cherry Ridge (1) 1,016 *
Suite 323C
San Antonio, TX
Gloria Silvestro 3201 Cherry Ridge (1) 254 *
Suite 323C
San Antonio, TX
Richard D. Turnage 3201 Cherry Ridge (1) 50 *
Suite 323C
San Antonio, TX
- -----------------
* Indicates less than 1% of the total number of shares of Common Stock
outstanding.
(1) All of the Selling Stockholders are employees of SNCI, a subsidiary of
AXENT. Prior to the Merger, Charles Johnson was Chief Executive Officer and
President of SNCI, Craig Robinson was Chief Operating Officer and Vice
President and James Burdick was Chief Technical Officer and Vice President.
PLAN OF DISTRIBUTION
An aggregate of 21,250 shares of Common Stock are being registered to
permit public secondary sales of the shares of Common Stock by the Selling
Stockholders, or any of them, from time to time after the date of this
Prospectus. The Company anticipates that the Selling Stockholders may sell all
or a portion of the Common Stock from time to time through the Nasdaq National
Market and may sell Common Stock to or through one or more broker-dealers at
prices prevailing on such Nasdaq National Market at the times of such sales. The
Selling Stockholders may also make private sales directly or through one or more
broker-dealers. Broker-dealers participating in such transactions may receive
compensation in the form of discounts, concessions or commissions (including,
without limitation, customary brokerage commissions) from the Selling
Stockholders effecting such sales. The Selling Stockholders and any
broker-dealers who act in connection with sales of Common Stock may be deemed to
be "underwriters" as that term is defined in the Securities Act, and any
commissions received by them and profit on any resale of the Common Stock might
be deemed to be underwriting discounts and commissions
11
<PAGE>
under the Securities Act. In effecting sales, broker-dealers engaged by a
Selling Stockholder may arrange for other broker-dealers to participate.
The Selling Stockholders will pay all discounts and selling commissions (if
any), fees and expenses of counsel and other advisors to the Selling
Stockholders, or any of them, and any other expenses incurred in connection with
the registration and sale of the Common Stock, other than the registration fee
payable to the Securities Exchange Commission hereunder, the listing fee to be
paid for listing the shares of Common Stock on the Nasdaq National Market, fees
and expenses relating to the registration or qualification of the shares of
Common Stock pursuant to any applicable state securities or "blue sky" laws and
the fees and expenses of the Company's counsel and independent accountants,
which will be paid by the Company.
LEGAL MATTERS
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.
EXPERTS
The consolidated financial statements of AXENT appearing in the Company's
Annual Report (Form 10-K) for the year ended December 31, 1997, have been
audited by PricewaterhouseCoopers L.L.P., independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements have been incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed 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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses and costs expected to
be incurred in connection with the sale and distribution of the securities
offered hereby, other than underwriting discounts and commissions. All of the
amounts shown are estimated except the Securities and Exchange Commission
registration fee.
Securities and Exchange Commission filing fee............ $ 98
Nasdaq listing fees...................................... 2,000
Printing expenses........................................ -0-
Legal fees and expenses.................................. 5,000
Accounting fees and expenses............................. 500
Transfer agent and registrar fees........................ -0-
Miscellaneous expenses................................... -0-
---------
Total $ 7,598
All expenses will be borne by AXENT Technologies, Inc.
15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the Delaware General Corporation Law ("Section 145") permits
indemnification of directors, officers, agents and controlling persons 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.
Section 145 also 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.
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.
16. EXHIBITS
The following exhibits are filed or incorporated by reference, as stated
below:
Exhibit Number Description
3.1 (1) Amended and Restated Certificate of Incorporation of AXENT.
3.2 (2) Amended and Restated Bylaws of AXENT.
4.1 (1) Specimen stock certificate for shares of Common Stock of AXENT.
5.1* Opinion of Piper & Marbury L.L.P.
10.1 (1) AXENT's 1991 Amended and Restated Stock Option Plan.
10.2 (3) AXENT's 1996 Amended and Restated Stock Option Plan.
10.3 (3) AXENT's 1996 Amended and Restated Directors' Stock Option Plan.
10.8 (1) Settlement Agreement effective as of September 13, 1991, by and among
AXENT and the parties thereto.
10.9 (1) Form of Indemnification Agreement between AXENT and its directors and
executive officers.
II-1
<PAGE>
10.11(1) Lease Agreement dated as of September 6, 1995, by and between Research
Grove Associates and AXENT.
10.12(1) Lease of Real Property dated as of March 7, 1995, by and between TNK
Associates and AXENT.
10.13(1) Deed of Lease dated as of March 14, 1995 by and between Bill Harris
Music, Inc. and AXENT.
10.14(1) Agreement dated as of December 30, 1987, by and between AXENT and
William R. Davy.
10.15(1) Agreement dated as of September 20, 1990, by and between AXENT and
William R. Davy.
10.16(1) Agreement dated as of November 7, 1991, by and between AXENT and
William R. Davy.
10.17(4) Memorandum of Understanding regarding certain compensation and
severance matters relating to Richard A. Lefebvre, dated July 22, 1997.
10.18(1) Severance Arrangement for John C. Becker, dated October 16, 1992.
10.19(1) Severance Arrangement for Brett Jackson, dated October 16, 1992.
10.20(1) AXENT's Officer/Vice President Severance Policy.
10.21(1) Exclusive Distributor License Agreement, effective as of December 31,
1995, between AXENT and Raxco Software, Inc.
10.22(1) Administrative Services Agreement, effective as of December 31, 1995,
between the Company and Raxco Software, Inc.
10.24(1) Agreement and Plan of Separation, effective as of December 31, 1995,
between AXENT and Raxco Software, Inc.
10.29(3) Amended Agreement and Plan of Merger among AXENT Axquisition, Inc., and
AssureNet Pathways, Inc, dated as of January 6, 1997 and amended
February 26, 1997.
10.30(5) AXENT's 1998 Employee Stock Purchase Plan.
10.31(5) AXENT's 1998 Incentive Stock Plan.
10.32(5) AXENT's Exchange Option Plan for Optionees of Raptor Systems, Inc.
10.33(5) Agreement and Plan of Merger among AXENT, Axquisition Two, Inc. and
Raptor Systems, Inc. dated as of December 1, 1997.
21.1 (6) Subsidiaries of the Registrant.
23.1* Consent of PricewaterhouseCoopers L.L.P., Independent Auditors.
- --------------------------------------------------------------------------------
(1) Previously filed as an exhibit to AXENT's Registration Statement on Form
S-1 (File No. 333-01368) and incorporated herein by reference.
(2) Previously filed as an exhibit to AXENT's Quarterly Report on Form 10-Q for
the Quarter Ended September 30, 1996.
(3) Previously filed as an exhibit to AXENT's Registration Statement on Form
S-4 (File No. 333-20207) and incorporated herein by reference.
(4) Previously filed as an exhibit to AXENT's Quarterly Report on Form 10-Q for
the Quarter Ended June 30, 1997.
(5) Previously filed as an exhibit to AXENT's Registration Statement on Form
S-4 (File No. 333-43265) and incorporated herein by reference.
(6) Previously filed as an exhibit to AXENT's Annual Report on Form 10-K for
the year ended December 31, 1997 (File No. 0-28100) and incorporated herein
by reference.
* Filed herewith.
17. UNDERTAKINGS
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-2
<PAGE>
(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;
(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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant 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 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.
(4) 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 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.
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 Securities Act
of 1993 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rockville, State of Maryland, on August 31, 1998.
AXENT TECHNOLOGIES, INC.
By: /s/ John C. Becker
-------------------------------
John C. Becker
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints John C. Becker, Gary M. Ford and Edwin M. Martin,
Jr., his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, from such person and in each person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, any
registration statement relating to this registration statement under Rule 462
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent may lawfully do or cause
to be done by virtue hereof.
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.
Signature Title Date
/s/ John C. Becker President, August 31, 1998
- ---------------------------- Chief Executive Officer
John C. Becker and Director
/s/ Robert B. Edwards, Jr. Vice President, August 31, 1998
- ---------------------------- Chief Financial Officer
Robert B. Edwards, Jr. and Treasurer
/s/ Richard A. Lefebvre Chairman of the Board August 31, 1998
- ---------------------------- and Director
Richard A. Lefebvre
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/s/ Gabriel A. Battista Director August 27, 1998
- ----------------------------
Gabriel A. Battista
/s/ John F. Burton Director August 27, 1998
- ----------------------------
John F. Burton
/s/ Timothy A. Davenport Director August 27, 1998
- ----------------------------
Timothy A. Davenport
/s/ Robert A. Steinkrauss Director August 27, 1998
- ----------------------------
Robert A. Steinkrauss
II-5
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EXHIBIT 5.1
PIPER & MARBURY
L.L.P.
1200 NINETEENTH STREET, N.W.
Washington, D.C. 20036-2430
202-861-3900
FAX: 202-223-2085
BALTIMORE
NEW YORK
PHILADELPHIA
EASTON
September 1, 1998
AXENT Technologies, Inc.
2400 Research Boulevard, Suite 200
Rockville, Maryland 20850
Ladies and Gentlemen:
We have acted as counsel to AXENT Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-3 (the "Registration Statement") filed on the date hereof
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to 21,250 shares of the Company's Common Stock, par value $.02 per share
(the "Shares"), which were previously issued by the Company and are being
registered for resale by the holders thereof.
In this capacity, we have examined the Company's Certificate of
Incorporation and By-laws, the proceedings of the Board of Directors of the
Company relating to the issuance of the Shares and such other documents,
instruments and matters of law as we have deemed necessary to the rendering of
this opinion. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity with originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion and advise you that each of
the Shares described in the Registration Statement has been duly authorized and
validly issued and is fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ Piper & Marbury L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statement
of AXENT Technologies, Inc. on Form S-3 of our report dated January 27, 1998, on
our audits of the consolidated financial statements of AXENT Technologies, Inc.
as of December 31, 1997 and 1996, and for the years ended December 31, 1997,
1996 and 1995, as included in AXENT Technologies, Inc.'s Annual Report on Form
10-K for the fiscal year ended December 31, 1997, which report is incorporated
by reference in this registration statement on Form S-3. We also consent to the
reference to our firm under the caption "Experts."
/s/ PricewaterhouseCoopers L.L.P.
McLean, Virginia
September 1, 1998
