As filed with the Securities and Exchange Commission on March 5, 1998
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT ON FORM S-8
under
THE SECURITIES ACT OF 1933
AXENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
2400 Research Boulevard, Suite 200
Delaware Rockville, Maryland 20850 87-0393420
(301) 258-5043
(State or other (Address of principal executive offices) (I.R.S. Employer
jurisdiction of Identification
incorporation or No.)
organization)
AXENT Technologies, Inc.
1998 EXCHANGE OPTION PLAN
(Full title of the plan)
Copy to:
JOHN C. BECKER EDWIN M. MARTIN, ESQ.
AXENT Technologies, Inc. Piper & Marbury L.L.P.
2400 Research Boulevard, Suite 200 1200 Nineteenth Street, N.W.
Rockville, Maryland 20850 Washington, D.C. 20036
(301) 258-5043 (202) 861-3900
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED REGISTERED(1) SHARE PRICE
Common Stock (par value
$.02 per share)
155,964 $20.875(2) $3,255,648.50(2) $960.45(2)
1,722,762 $7.673(3) $13,218,752.83(3) $3,899.53(3)
1998 Exchange Option Plan
</TABLE>
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Exchange Option Plan by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in
an increase in the number of the Registrant's outstanding shares of Common
Stock.
(2) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee on the basis of the closing price of $20.875 per share
reported on the Nasdaq National Market on February 27, 1998.
(3) Calculated pursuant to Rule 457(h) on the basis of the weighted average
exercise price of $7.673 per share.
This Registration Statement shall become effective immediately upon filing
with the Securities and Exchange Commission, and sales of registered
securities will begin as soon as practicable after such effective date.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by AXENT Technologies,
Inc. (the "Company") are hereby incorporated by reference in this Registration
Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed on March 28, 1997, pursuant to Section 13 of the
Exchange Act.
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1997, filed on November 13, 1997, pursuant to Section 13 of
the Exchange Act.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
(4) The information contained in the Company's Prospectus/Joint Proxy
Statement dated January 2, 1998, for its Special Meeting of Stockholders to be
held on February 5, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. The documents required to be so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES. Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Counsel for the Company, Piper & Marbury L.L.P., Washington, D.C., has
rendered an opinion to the effect that the Common Stock offered hereby is duly
and validly issued, fully paid and nonassessable. Certain members of Piper &
Marbury L.L.P., or investment partnerships of which such persons are partners,
beneficially own approximately 500 shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("Section 145")
permits indemnification of directors, officers, agents and employees of a
corporation under certain conditions and subject to certain limitations. The
Registrant's Bylaws include provisions to require the Registrant to indemnify
its directors and officers to the fullest extent permitted by Section 145,
including circumstances in which indemnification is otherwise discretionary, and
the Registrant has entered into indemnification agreements with its directors
and executive officers to that effect. Section 145 empowers the Registrant to
purchase and maintain insurance that protects its officers, directors, employees
and agents against any liabilities incurred in connection with their service in
such positions and the Registrant maintains such insurance providing coverage of
up to $7 million with respect to liabilities arising out of certain matters,
including matters arising under the Securities Act.
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At present, there is no pending litigation or proceeding
involving a director or officer of the Registrant as to which indemnification is
being sought nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
5.1 Opinion of Piper & Marbury L.L.P., as to the legality of
securities being registered.
10.1 Exchange Option Plan of the Company.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Independent Accountants.
24.1 Power of Attorney (included in signature pages).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rockville, and the State of Maryland on this 27th day
of February, 1998.
AXENT TECHNOLOGIES, INC.
By: /s/ John C. Becker
John C. Becker,
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Each person whose signature appears below in so signing also makes,
constitutes and appoints John C. Becker, Gary Ford, and Edwin M. Martin, Jr.,
and each of them acting alone, his true and lawful attorney-in-fact, with full
power of substitution, for him in any and all capacities, to execute and cause
to be filed with the Securities and Exchange Commission any and all amendments
and post-effective amendents to this Registration Statement on Form S-8, with
exhibits thereto and other documents in connection therewith, and hereby
ratifies and confirms all that said attorneys-in-fact or their subsititute or
substitutes may do or cause to be done by virtue hereof.
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A MAJORITY OF THE BOARD OF DIRECTORS:
Signature Title Date
/s/ John C. Becker President, Chief Executive February 27, 1998
John C. Becker Officer and Director (Principal
Executive Officer)
/s/ Robert B. Edwards, Jr. Vice President, Chief February 27, 1998
Robert B. Edwards, Jr. Financial Officer and
Treasurer (Principal
Financial and Accounting
Officer)
/s/ Richard A. Lefebvre Chairman of the February 27, 1998
Richard A. Lefebvre Board and Director
/s/ Gabriel A. Battista Director February 27, 1998
Gabriel A. Battista
/s/ John F. Burton Director February 27, 1998
John F. Burton
______________________ Director February 27, 1998
Shaun McConnon
_____________________ Director February 27, 1998
Robert Schechter
_____________________ Director February 27, 1998
Robert Steinkrauss
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EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Piper & Marbury L.L.P. (contains Consent of
Counsel).
10.1* Exchange Option Plan of the Company.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Independent Accountants.
24.1 Power of Attorney (included in signature pages).
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*Incorporated by reference to the Company's Prospectus/Joint Proxy Statement,
filed on December 24, 1997, with the Commission, File No. 00028100.
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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
March 5, 1998
AXENT Technologies, Inc.
2400 Research Boulevard, Suite 200
Rockville, Maryland 20850
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about March 5, 1998 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 1,878,726 shares of Common Stock reserved
for issuance under the 1998 Exchange Option Plan (the "Plan"). As your legal
counsel, we have examined the proceedings proposed to be taken by you in
connection with the sale and issuance of said shares.
It is our opinion that, upon completion of the proceedings to be taken
prior to issuance of the shares pursuant to the Prospectus constituting part of
the Registration Statement on Form S-8 and upon completion of the proceedings
being taken in order to permit such transactions to be carried out in accordance
with the securities laws of the various states where required, the shares, when
issued and sold in the manner referred to in the Plan and the agreements which
accompany the Plan, and in accordance with the Company's Amended and Restated
Certificate of Incorporation, will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of our name wherever appearing in said
Registration Statement and amendments thereto.
Very truly yours,
/s/ Piper & Marbury L.L.P.
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 of AXENT Technologies, Inc. of our report, dated January 28, 1997,
on our audits of the consolidated financial statements and financial statement
schedule of AXENT Technologies, Inc., as of December 31, 1995 and 1996 and for
each of the three years in the period ended December 31, 1996, included in its
Annual Report on Form 10-K (File No. 000-28100), as filed with the Securities
and Exchange Commission which report is incorporated by reference in this Form
S-8.
Coopers & Lybrand L.L.P.
Washington, D.C.
March 5, 1998
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