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):
February 5, 1998
AXENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its 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) 258-5403
(Registrant's telephone number)
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Item 2. Other Events.
At a special meeting on February 5, 1998, the stockholders of AXENT
Technologies, Inc. ("AXENT") approved the issuance of shares of AXENT common
stock in connection with the Agreement and Plan of Merger dated as of December
1, 1997 (the "Merger Agreement") by and among AXENT, Raptor Systems, Inc.
("Raptor") and Axquisition Two, Inc. ("Axquisition"), a wholly-owned subsidiary
of AXENT, and the 1998 Raptor Option Exchange Plan (the "Exchange Plan").
Pursuant to the terms of the Merger Agreement, Axquisition would be merged with
and into Raptor (the "Merger"), which would become a wholly-owned subsidiary of
AXENT.
At a special meeting on February 5, 1998, the stockholders of Raptor
approved the Merger Agreement and the Merger. Following the special meetings,
the Merger was consummated and Axquisition was merged with and into Raptor on
February 5, 1998.
As provided in the Merger Agreement, each share of Raptor common stock
outstanding at the effective time of the Merger was converted into, and
represented the right to receive, 0.80 of a share of AXENT common stock and cash
in lieu of fractional shares of AXENT common stock. Based upon 13,590,020 shares
of Raptor common stock outstanding at December 31, 1997, AXENT would issue
approximately 10,872,016 shares of AXENT common stock as a result of the Merger.
In addition, as provided in the Merger Agreement, AXENT agreed to issue stock
options covering up to 1,842,841 shares of AXENT common stock under the Exchange
Plan in exchange for all stock options to purchase Raptor common stock
outstanding immediately prior to the effective time of the Merger.
AXENT will account for the Merger under the pooling-of-interests method
of accounting. AXENT expects to take a one-time charge in connection with the
Merger estimated to be approximately $17 million.
Raptor developed, marketed, licensed and supported a family of
integrated network security software products that provide comprehensive,
enterprise-wide security for organizational networks, including networks that
are connected to the Internet. AXENT intends to continue the business of Raptor,
which will become a strategic business unit of AXENT, and combine many aspects
of the businesses of AXENT and Raptor.
Item 5. Other Events.
On February 4, 1998, Jacqueline C. Morby, Richard A. Hosley II and
Richard W. Smith resigned as directors of AXENT. On February 5, 1997, Robert A.
Steinkrauss, Robert Schechter and Shaun McConnon were appointed to serve as
directors of AXENT to fill the vacancies created by those resignations.
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At the special meeting of AXENT stockholders on February 5, 1998,
AXENT's stockholders approved AXENT's 1998 Employee Stock Purchase Plan and
AXENT's Incentive Stock Plan, and the reservation of 500,000 and 1,800,000
shares of AXENT common stock, respectively, for issuance thereunder.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. Financial statements of Raptor
Systems, Inc. are incorporated herein by reference to AXENT's definitive
proxy statement dated January 5, 1998.
(b) Pro Forma Financial Information.
Pro forma financial statements are incorporated herein by reference to
AXENT's definitive proxy statement dated January 5, 1998.
(c) Exhibits. The Agreement and Plan of Merger dated as of December 1, 1997
by and among AXENT Technologies, Inc., Raptor Systems, Inc. and
Axquisition Two, Inc. is incorporated herein by reference to Annex
A to AXENT's definitive proxy statement dated January 5, 1998.
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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 thereunto duly authorized.
Date: February 20, 1998 AXENT Technologies, Inc.
/s/ John C. Becker
By: John C. Becker
Title: President and
Chief Executive Officer
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PRESS RELEASE
CONTACT
Katherine Edwards Bryan Scanlon, Liz Marshall
AXENT Technologies, Inc. Schwartz Communications
Tel: (301) 670-3533 Tel: (781) 684-0770
[email protected] [email protected]
[email protected]
FOR IMMEDIATE RELEASE
Stockholders Approve AXENT Technologies' Merger with Raptor Systems
Creates One of the Largest Security Solution Providers and Unmatched
Enterprise Security Solutions from One Source
Rockville, MD--February 5, 1998--AXENT Technologies, Inc. (NASDAQ: AXNT), The
SOURCE for Enterprise Security(TM), announced today that the merger agreement
with Raptor Systems, Inc. (NASDAQ: RAPT), was approved by each company's
stockholders in meetings held today. In the merger, AXENT(TM) will issue
approximately 12.8 million shares its common stock. The combined companies will
operate as AXENT Technologies, Inc. and offer customers worldwide AXENT's
industry-leading, award-winning OmniGuard(R) suite of enterprise security
management solutions with Raptor's highly-regarded, award-winning Eagle(TM)
network security products.
The merger of AXENT Technologies and Raptor Systems will create the first true
enterprise security vendor that has the foresight, technology and expertise to
protect the enterprise, enabling organizations to secure their critical
information assets. Combining technology with a balanced distribution model of
direct sales and over 500 resellers to achieve broad account penetration, AXENT
is well positioned to deliver comprehensive solutions and services to help
customers secure increasingly diverse and complex environments.
"AXENT is now positioned as an ideal security partner to help simplify
enterprise security as customers demand that security vendors provide the widest
range of integrated security solutions for today's multi-platform computing
environments," said John Becker, AXENT's president and chief executive officer.
"The consummation of the merger accelerates our strategy of being a single
source provider of enterprise security solutions by giving AXENT the critical
mass, product breadth, and balanced distribution capabilities to be a dominant
force in the security marketplace."
The merger agreement, which had been approved by the respective Boards of
Directors of each company, was approved by each company's stockholders at
meetings held today. The transaction will be accounted for as a pooling of
interests. The resulting transaction value is approximately $245 million based
upon the closing price of AXENT stock on February 4, 1998. AXENT expects to take
a one-time charge in connection with the merger estimated to be approximately
$17 million. AXENT's headquarters will remain in Rockville, MD, and Raptor will
become a strategic business unit of the company.
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About AXENT(TM)
AXENT Technologies(R) is The SOURCE for Enterprise Security(TM). The
award-winning OmniGuard(R) suite of products enables organizations to centrally
manage information security. In addition, OmniGuard provides enhanced data
confidentiality, access control, user administration, remote access
authentication and intrusion detection across the Internet and intranets for
UNIX(R), Windows(R) 3.x, Windows NT(R), Windows 95(TM), NetWare(R) and mid-range
systems. AXENT simplifies the security equation by helping companies address
more aspects of enterprise-wide security than any other vendor. Headquartered in
Rockville, MD, AXENT offers the broadest line of security products used by
Fortune 1000 companies and governments worldwide to protect information systems
in heterogeneous computing environments. Contact AXENT via e-mail at
[email protected], or visit AXENT's World Wide Web site at http://www.axent.com.
Except for the historical information contained herein, the matters discussed
and the statements made in this release concerning AXENT's and Raptor's future
prospects are "forward-looking statements" under the Federal securities laws
that involve risks and uncertainties. Because such statements apply to future
events, they are subject to risks and uncertainties that could cause the actual
results to differ materially, including without limitation, integration risks
related to the proposed transaction, risks that the contemplated benefits of the
proposed transaction will not be realized, the risk that the proposed
transaction will not be consummated and the impact of competitive products and
developments, market conditions, general economic conditions, new technologies
and industry standards. Important factors which could cause actual results to
differ materially are described in reports on Forms S-4 filed by AXENT on
December 24, 1997 and Forms 10-Q filed by AXENT with the Securities and Exchange
Commission.
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AXENT, AXENT Technologies, the AXENT logo, The SOURCE for Enterprise Security,
and OmniGuard are trademarks or registered trademarks, in the United States and
certain other countries, of AXENT Technologies, Inc. Raptor Systems, the Raptor
logo and Eagle are trademarks or registered trademarks, in the United States and
certain other countries, of Raptor Systems, Inc. Windows and Windows NT are
registered trademarks and Windows 95 is a trademark of Microsoft Corporation;
NetWare is a registered trademark of Novell, Inc.; UNIX is a registered
trademark licensed exclusively by X/Open Company, Ltd.; and other product names
and trademarks are the property of their respective owners.
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