<PAGE>
As filed with the Securities and Exchange Commission on July 21, 1999
Registration No. 333-____
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
AXENT TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
2400 RESEARCH BOULEVARD, SUITE 200
DELAWARE ROCKVILLE, MARYLAND 20850 87-0393420
(301) 258-5043
(STATE OR OTHER JURISDICTION (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
</TABLE>
AXENT TECHNOLOGIES, INC.
1999 PASSGO TECHNOLOGIES EXCHANGE OPTION PLAN
(FULL TITLE OF THE PLAN)
<TABLE>
<S> <C>
COPY TO:
JOHN C. BECKER CRAIG E. CHASON, ESQ.
AXENT TECHNOLOGIES, INC. SHAW PITTMAN
2400 RESEARCH BOULEVARD, SUITE 200 1676 INTERNATIONAL DRIVE
ROCKVILLE, MARYLAND 20850 MCLEAN, VIRGINIA 22102
(301) 258-5043 (703) 790-7900
</TABLE>
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
______________________________________________________________________________________________________________________
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
________________________ ___________________ __________________________ ________________________ _________________
<S> <C> <C> <C> <C>
COMMON STOCK (PAR 64,157 $8.44/ (2)/ $203,409.21/(2)/ $56.55 /(2)/
VALUE $.02 PER SHARE)
______________________________________________________________________________________________________________________
</TABLE>
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the 1999 PassGo Technologies 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) Calculated pursuant to Rule 457(h) on the basis of the maximum aggregate
offering price of $203,409.21 computed upon the basis of the price at which
the following options may be exercised:
(a) 4,108 options at $8.44
(b) 60,049 options at $2.81
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 by AXENT are hereby incorporated by reference
in this Registration Statement:
<TABLE>
<CAPTION>
SEC File No.: 000-28100 Period/Filing Date
----------------------- ------------------
<S> <C>
Annual Report on Form 10-K Year ended December 31, 1998
Quarterly Reports on Form 10-Q...................... Quarter ended March 31, 1999
Definitive Proxy Statement.......................... Filed on April 30, 1999
Current Report on Form 8-K.......................... Filed on April 13, 1999 and amended on June 14, 1999
Registration Statement on Form 8-A.................. Filed on March 29, 1996, including any amendment or report
(for description of AXENT's common stock) filed for the purpose of updating the description of
AXENT's common stock
</TABLE>
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.
--------------------------
The Common Stock being registered pursuant to this registration statement
is part of a class of securities registered under Section 12 of the Exchange
Act. A description of such securities is contained in AXENT's registration
statement on Form 8-A under the Exchange Act, and is incorporated herein by
reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
---------------------------------------
Counsel for the Company, Shaw Pittman, McLean, Virginia, 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
beneficially own approximately 10,150 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 $12 million with respect to liabilities arising out of certain matters,
including matters arising under the Securities Act.
<PAGE>
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 PassGo Technologies Exchange Option Plan
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.
<PAGE>
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 20th day
of July, 1999.
AXENT TECHNOLOGIES, INC.
By: /s/ John C. Becker
-----------------------------------------------------
John C. Becker, President and Chief Executive Officer
<PAGE>
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 Craig E. Chason, 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.
A Majority of the Board of Directors:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John C. Becker Chairman of the Board, Chief July 21, 1999
- ----------------------------------- Executive Officer and Director
John C. Becker
Vice President, Chief
/s/ Robert B. Edwards, Jr. Financial Officer and Treasurer July 21, 1999
- -----------------------------------
Robert B. Edwards, Jr.
/s/ Richard A. Lefebvre Director July 21, 1999
- -----------------------------------
Richard A. Lefebvre
/s/ Gabriel A. Battista Director July 21, 1999
- -----------------------------------
Gabriel A. Battista
Director
- -----------------------------------
John F. Burton
/s/ Timothy A. Davenport Director July 21, 1999
- -----------------------------------
Timothy A. Davenport
/s/ Kevin A. McNerney Director July 21, 1999
- -----------------------------------
Kevin A. McNerney
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5.1 Opinion of Shaw Pittman (contains Consent of Counsel).
10.1 1999 PassGo Technologies Exchange Option Plan.
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).
<PAGE>
Exhibit 5.1
July 21, 1999
AXENT Technologies, Inc.
2400 Research Boulevard, Suite 200
Rockville, MD 20850
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for AXENT Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 64,157
shares (the "Shares") of the Company's common stock, par value $.02 per share
(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 1999 PassGo Technologies Exchange Option 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 the Shares of Common Stock have been duly
authorized for issuance by the Company and, upon payment, issuance and delivery
in accordance with the terms of the Plan and related grant agreements, will be
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
Shaw Pittman
/s/ Shaw Pittman
<PAGE>
AXENT TECHNOLOGIES, INC.
1999 PassGo Technologies Exchange Option Plan
1. Establishment, Purpose and Types of Awards.
AXENT Technologies, Inc. ("AXENT") hereby establishes the AXENT
Technologies, Inc. 1999 PassGo Technologies Exchange Option Plan (the "Plan") in
connection with its acquisition of CKS Limited, a private company limited by
shares incorporated in and under the laws of England ("CKS"), for the sole
purpose of granting stock options to purchase shares of Common Stock in exchange
for or upon conversion or assumption of options outstanding at the closing of
the Share Exchange Agreement among AXENT and the holders of the outstanding
share capital of CKS to acquire CKS shares held by the employees and former
employees of CKS and its subsidiaries.
2. Definitions.
Under this Plan, except where the context otherwise indicates, the
following definitions apply:
(a) "Award" shall mean a stock option award.
(b) "Board" shall mean the Board of Directors of AXENT.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder.
(d) "Common Stock" shall mean shares of common stock of AXENT, par value
of two cents ($0.02) per share.
(e) "Subsidiary" and "Subsidiaries" shall mean only a corporation or
corporations, whether now or hereafter existing, within the meaning of the
definition of "subsidiary corporation" provided in Section 424(f) of the Code,
or any successor thereto.
3. Administration.
(a) Administration of the Plan. The Plan shall be administered by the
Board or by such committee or committees or officers of AXENT as may be
appointed by the Board from time to time (the Board, committee or committees or
officers hereinafter referred to as the "Administrator").
(b) Powers of the Administrator. The Administrator shall have all of the
powers vested in it by the terms of the Plan, such powers to include the
authority to grant Awards under the Plan and to prescribe Grant Agreements
evidencing such Awards. The Administrator shall have full power and authority to
take all other actions necessary to carry out the purpose and intent of the
Plan, including, but not limited to, the authority to:
<PAGE>
(i) impose such terms, limitations, restrictions, and conditions upon
any such Award or Common Stock acquired pursuant to any such Award as the
Administrator shall deem appropriate and that are not inconsistent with the
terms of the Plan;
(ii) modify, amend, extend or renew outstanding Awards, or accept the
surrender of outstanding Awards and substitute new Awards (provided however,
that, except as provided in Section 7(c) of the Plan, any modification that
would affect any outstanding Award (or affect in any way in the case of an Award
subject to French law) shall not be made without the consent of the holder,
unless such modification is deemed necessary or desirable to qualify the Plan or
Award under rules and regulations promulgated by a recognized stock exchange, to
correct any inconsistency, defect or omission in the Plan or Award or to qualify
the Plan or Award for favorable tax treatment available in a specific country);
and
(iii) accelerate or otherwise change the time in which an Award may
be exercised or becomes payable and to waive or accelerate the lapse, in whole
or in part, of any restriction or condition with respect to such Award,
including, but not limited to, any restriction or condition with respect to the
vesting or exercisability of an Award.
The Administrator shall have full power and authority, in its sole and
absolute discretion, to administer and interpret the Plan and to adopt and
interpret such rules, regulations, agreements, guidelines and instruments for
the administration of the Plan and for the conduct of its business as the
Administrator deems necessary or advisable.
(c) Limited Liability. To the maximum extent permitted by law, no person
serving as Administrator or as a member of the Administrator shall be liable for
any action taken or decision made in good faith relating to the Plan or any
Award thereunder.
(d) Indemnification. To the maximum extent permitted by law and by AXENT's
charter and bylaws, any person serving as Administrator or the members of the
Administrator shall be indemnified by AXENT in respect of all their activities
under the Plan.
(e) Effect of Administrator's Decision. All actions taken and decisions
and determinations made by the Administrator on all matters relating to the Plan
pursuant to the powers vested in it hereunder shall be in the Administrator's
sole and absolute discretion and shall be conclusive and binding on all parties
concerned, including AXENT, its stockholders, any participants in the Plan and
any other employee of AXENT, and their respective successors in interest.
4. Shares Available for the Plan; Maximum Awards.
Subject to adjustments as provided in Section 7(c) of the Plan, the shares
of Common Stock that may be issued with respect to Awards granted under the Plan
shall not exceed an aggregate of sixty-four one hundred fifty-seven (64,157)
shares of Common Stock. The Corporation shall reserve such number of shares for
Awards under the Plan, subject to adjustments as provided in Section 7(c) of the
Plan.
2
<PAGE>
5. Participation.
Participation in the Plan shall be limited to employees and former
employees of CKS and its subsidiaries who held outstanding stock options under
the CKS Unapproved Executive Share Option Scheme on the date of acquisition of
CKS by AXENT (the "CKS Options") and, if applicable, who agree to the
substitution of their CKS Options with stock options granted under the Plan.
6. Awards of Stock Options.
Stock options shall be granted under the Plan in substitution for the CKS
Options. No other stock options shall be granted under the Plan. To the extent
possible, the terms and conditions of the stock options so granted, as set forth
in the Grant Agreement, shall conform to the terms and conditions of the CKS
Options for which they are substituted including, without limitation, the
expiration date, the vesting schedule and the provision that the portion of any
such stock option then unvested and unexercisable terminate upon the termination
of employment by the grantee with AXENT or any Subsidiary and the provision that
the portion of any such stock option then vested and exercisable terminate
thirty (30) days after termination of employment by the grantee with AXENT or
any Subsidiary.
The grant of an Award under the Plan shall be made to an employee by Grant
Agreement in such form as the Administrator shall decide. Any Award may be
renounced by the employee signing and delivering to AXENT a form of renunciation
(in such form as AXENT may decide) within fourteen (14) days of receipt of a
Grant Agreement notifying the employee of the grant of the Award or by failing
to accept the Grant Agreement by that date. Any Award may be subject to
conditions of exercise as the Administrator thinks fit and are contained in the
Grant Agreement.
Unless renounced, the relevant Award shall be deemed to have been granted
and to have taken effect on the grant date specified in the Grant Agreement. If
any Award is granted or purports to be granted in breach of the rules or limits
of this Plan, it shall be void.
7. Miscellaneous.
(a) Withholding of Taxes. If AXENT in its discretion determines that it is
obliged to withhold any tax in connection with any Award or any Common Stock
acquired pursuant to an Award, the grantee or other holder of the Award shall
pay to AXENT or its Subsidiary employing the grantee or other holder, or make
provision satisfactory to the Administrator for payment of, any taxes required
to be withheld in respect of the Award or Common Stock no later than the date of
the event creating the tax liability. AXENT or its Subsidiary, to the extent
permitted by law, may deduct any such tax obligations from any payment of any
kind otherwise due to the grantee or holder, including shares of Common Stock
otherwise deliverable to the grantee or holder. In the event that payment to
AXENT of such tax obligations is made in shares of Common Stock, such shares
shall be valued at Fair Market Value on the applicable date for such purposes.
3
<PAGE>
(b) Transferability. No Award granted under the Plan shall be transferable
by a grantee but may be exercised by the grantee's personal representative in
the event of the grantee's death.
(c) Adjustments; Business Combinations.
In the event of changes in the Common Stock of AXENT by reason of any stock
dividend, split-up or similar change in or to AXENT's Common Stock (and to the
extent not inconsistent with the final paragraph of this Section 7(c), any
recapitalization, merger, consolidation, business combination, exchange of
shares, dissolution, liquidation or sale of assets) the Administrator shall,
in its discretion, make adjustments to the maximum number and kind of shares
reserved for issuance hereunder with respect to which Awards may be granted
under this Plan and to the number, kind and price of shares covered by Awards
then outstanding, in such manner as is fair and reasonable. Any such adjustment
shall be made on the basis that the amount payable by a grantee on full exercise
of any stock option shall remain as nearly as possible the same as (but shall
not be greater than) it was before such event.
Notwithstanding anything in the Plan to the contrary and without the
consent of holders of Awards, the Administrator, in its sole discretion, may
make any modifications to any Awards, including but not limited to cancellation,
forfeiture, surrender or other termination of the Awards in whole or in part
regardless of the vested status of the Award, in order to facilitate any merger,
business combination or other acquisition of AXENT that is authorized by the
Board to comply with requirements for treatment as a pooling of interests
transaction for accounting purposes under generally accepted accounting
principles.
The Administrator is authorized to make, in its discretion and without the
consent of holders of Awards, adjustments in the terms and conditions of, and
the criteria included in, Awards in recognition of unusual or nonrecurring
events affecting AXENT, or the financial statements of AXENT or any Subsidiary,
or of changes in applicable laws, regulations, or accounting principles,
whenever the Administrator determines that such adjustments are appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan.
4
<PAGE>
In the case of (i) the dissolution or liquidation of AXENT, (ii) a
reorganization, merger, consolidation or business combination in which AXENT is
not the surviving corporation, or which results in the acquisition of
substantially all of the Common Stock by a single person, entity or group of
persons or entities or (iii) the sale of all or substantially all of the
property of AXENT to another entity, all Awards then outstanding in whole or in
part shall terminate immediately before the consummation of such merger,
consolidation, acquisition, reorganization, liquidation, sale or transfer unless
exercised within a period specified in a notice to be given by AXENT unless
provision is made in connection with such transaction for the assumption of such
Awards, the substitution for such Award of a new stock option of the successor
corporation or a parent thereof, with appropriate adjustment as of the number
and kind of shares and the per share exercise price, or the payment of, or the
binding agreement to pay, cash in lieu thereof.
(d) Termination, Amendment and Modification of the Plan. The Board may, in
its absolute discretion, revise, amend, suspend or terminate the Plan in whole
or in part.
(e) Non-Guarantee of Employment or Service; Rights of Grantees. Nothing in
the Plan or in any Grant Agreement thereunder shall confer any right on an
individual to continue in the service of AXENT, shall interfere in any way with
the right of AXENT to terminate such service at any time or shall evidence an
intent for any Award to be determined to be a form of compensation to the
grantee of any Award or any other person if such determination would modify,
vary, amend or supercede any term or condition of such Award and the applicable
Grant Agreement. No person shall be deemed for any purpose to be the owner of
any shares of Common Stock subject to any option unless and until (i) the option
shall have been exercised pursuant to the terms thereof, (ii) all requirements
under applicable law and regulations shall have been complied with to the
satisfaction of AXENT, (iii) AXENT shall have issued and delivered the shares to
the person, and (iv) the person's name shall have been entered as a stockholder
of record on the books of AXENT; thereupon, the person shall have full voting,
dividend and other ownership rights with respect to such shares of Common Stock.
(f) Waiver of Rights. It shall be a condition of participation in the Plan
that, in the event of any change in a grantee's terms and conditions of
employment or the function for which he is employed to perform, he shall not be
entitled to any damages, additional damages or compensation whatsoever by reason
of any termination of alteration of rights or expectations under the Plan which
he might otherwise have enjoyed, and each grantee is deemed to have waived all
such rights which he might have by not renouncing his option.
(g) No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between AXENT and a grantee or any other person. To the extent that
any grantee or other person acquires a right to receive payments from AXENT
pursuant to an Award, such right shall be no greater than the right of any
unsecured general creditor of AXENT.
(h) Governing Law. The validity, construction and effect of the Plan, of
Grant Agreements entered into pursuant to the Plan, and of any rules,
regulations, determinations or decisions made by the Administrator relating to
the Plan or such Grant Agreements, and the rights of any and all persons having
or claiming to have any interest therein or thereunder, shall be determined
exclusively in accordance with applicable federal laws of the U.S. and the laws
of the State of Delaware, without regard to its conflict of laws principles.
5
<PAGE>
(i) Effective Date; Termination Date. The Plan is effective as of the date
as of which AXENT acquired CKS. Subject to other applicable provisions of the
Plan, all Awards made under the Plan shall remain in effect until such Awards
have been satisfied or terminated in accordance with the Plan and the terms of
such Awards.
Date Approved by the Board: March 28, 1999
6
<PAGE>
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
July 21, 1999
