<PAGE>
As filed with the Securities and Exchange Commission on October 20, 1999
Registration No. 333-____
________________________________________________________________________________
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)
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<S> <C> <C>
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 No.)
incorporation or
organization)
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AXENT Technologies, Inc.
1999 INCENTIVE STOCK PLAN
(Full title of the plan)
GARY M. FORD
AXENT Technologies, Inc.
2400 Research Boulevard, Suite 200
Rockville, Maryland 20850
(301) 258-5043
(Name, address and telephone number, including area code, of agent for service)
_________________
CALCULATION OF REGISTRATION FEE
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____________________________________________________________________________________________________________________________________
PROPOSED MAX- PROPOSED MAX-
TITLE OF SECURITIES AMOUNT TO BE IMUM OFFERING IMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED/(1)/ PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
---------------- -------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Common Stock (par value 1,300,000 $12.563 /(2)/ $16,331,900 /(2)/ $4,540.27 /(2)/
$.02 per share)
____________________________________________________________________________________________________________________________________
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(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the 1999 Incentive Stock 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 $12.563 per share
reported on the Nasdaq National Market on October 19, 1999.
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.
<PAGE>
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, 1998, filed on March 31, 1999, pursuant to Section 13 of
the Securities Exchange Act of 1934 (the "Exchange Act").
(2) The Company's Interim Report on Form 8-K filed on April 13, 1999 and
Amendment Number 1 to Form 8-K filed on June 14, 1999 pursuant to
Section 13 of the Exchange Act.
(3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1999, filed on August 16, 1999, pursuant to Section 13
of the Exchange Act.
(4) 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.
(5) The Company's Proxy Statement dated April 30, 1999, for its Annual
Meeting of Stockholders held on June 4, 1999 filed pursuant to Section
14 of the Exchange Act.
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, Shaw Pittman, 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 Shaw
Pittman, or investment partnerships of which such persons are partners,
beneficially own approximately 9,650 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 Company's
Bylaws include provisions to require the Company to indemnify its directors and
officers to the fullest extent permitted by Section 145, including circumstances
in which indemnification is otherwise discretionary, and the Company has entered
into indemnification agreements with its directors and officers to that effect.
Section 145 empowers the Company to purchase and maintain insurance that
protects its officers, directors, employees and agents
-1-
<PAGE>
against any liabilities incurred in connection with their service in such
positions and the Company 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
------------------------------------
ITEM 8. EXHIBITS.
---------
Exhibit
Number Description
------ -----------
5.1 Opinion of Shaw Pittman, as to the legality of
securities being registered.
10.1 1999 Incentive Stock 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 Company 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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 Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 such Act 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, the Company
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 20th day
of October, 1999.
AXENT TECHNOLOGIES, INC.
By: /s/ John C. Becker
---------------------------------------
John C. Becker, 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 M. Ford, and Robert B. Edwards,
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 amendments 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
substitute or substitutes may do or cause to be done by virtue hereof.
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<PAGE>
A Majority of the Board of Directors:
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Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John C. Becker Chairman of the Board, Chief Executive October 20, 1999
- ---------------------------------- Officer and Director (Principal Executive
John C. Becker Officer)
/s/ Robert B. Edwards, Jr. Vice President, Chief Financial Officer October 20, 1999
- ---------------------------------- and Treasurer (Principal Financial and
Robert B. Edwards, Jr. Accounting Officer)
/s/ Gabriel A. Battista Director October 20, 1999
- -----------------------------------
Gabriel A. Battista
/s/ John F. Burton Director October 20, 1999
- -----------------------------------
John F. Burton
/s/ Timothy A. Davenport Director October 20, 1999
- -----------------------------------
Timothy A. Davenport
/s/ Richard A. Lefebvre Director October 20, 1999
- ------------------------------
Richard A. Lefebvre
/s/ Kevin A. McNerney Director October 20, 1999
- ------------------------------
Kevin A. McNerney
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5.1 Opinion of Shaw Pittman L.L.P. (contains Consent of Counsel).
10.1* 1999 Incentive Stock 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).
_________________
*Incorporated by reference to the Company's Prospectus/Joint Proxy Statement,
filed on April 30, 1999, with the Commission, File No. 000-28100
<PAGE>
October 19, 1999
AXENT Technologies, Inc.
2400 Research Blvd.
Suite 20850
Rockville, Maryland 20850
Ladies and Gentlemen:
We have acted as counsel for AXENT Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 1,300,000
shares (the "Shares") of the Company's common stock, par value $.02 (the "Common
Stock"), pursuant to a Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the "Registration Statement"), which are available for
purchase under the AXENT Technologies, Inc. 1999 Incentive Stock Plan (the
"Plan").
Based upon our examination of the originals or copies of such documents,
corporate records, certificates of officers of the Company and such other
instruments as we have deemed necessary, and upon the laws as presently in
effect, we are of the opinion that upon issuance and delivery in accordance with
the terms of the Plan, the Shares will be fully paid and non-assessable.
We here by consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
Shaw Pittman
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 26, 1999 relating to the
financial statements and financial statement schedules, which appears in Axent
Technologies, Inc's Annual Report on Form 10-K for the year ended December 31,
1998.
PricewaterhouseCoopers LLP
McLean, Virginia
October 20, 1999
