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As filed with the Securities and Exchange Commission on September 20, 2000
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)
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)
AXENT Technologies, Inc.
1999 INCENTIVE STOCK PLAN
(Full title of the plan)
BRANDON H. HIRSCH
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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<CAPTION>
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 1,400,000 $ 21.313/(1)/ $ 29,838,200/(1)/ $ 7,877.29/(1)/
$.02 per share)
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(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee on the basis of the closing price of $21.313 per share
reported on the Nasdaq National Market on September 18, 2000.
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 I
The information required by Part I is included in documents sent or given
to participants in the 1999 Incentive Stock Plan, pursuant to Rule 428(b)(1)
under the Securities Act of 1933, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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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, 1999, filed on April 4, 2000, pursuant to Section 13
of the Securities Exchange Act of 1934 (the "Exchange Act").
(2) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000, filed on August 14, 2000, pursuant to
Section 13 of the Exchange Act.
(3) The Company's Current Report on Form 8-K, filed on August 3, 2000,
pursuant to the Exchange Act.
(4) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000, filed on May 15, 2000, pursuant to
Section 13 of the Exchange Act.
(5) The Company's Notification of Late Filing on Form 12b-25 for the
period ended December 31, 1999, filed on March 31, 2000, pursuant
to Section 13 of the Exchange Act.
(6) The Company's Current Report on Form 8-K, filed on February 28,
2000, pursuant to the Exchange Act.
(7) 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.
(8) The Company's Proxy Statement dated May 3, 2000, for its Annual
Meeting of Stockholders held on June 6, 2000 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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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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.
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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 against any liabilities
in connection with
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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.
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ITEM 8. EXHIBITS.
--------------------
Exhibit
Number Description
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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 PricewaterhouseCoopers LLP
23.3 Consent of Ernst & Young LLP, independent auditors
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
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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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 15th day
of June, 2000.
AXENT TECHNOLOGIES, INC.
By: /s/ John C. Becker
----------------------
John C. Becker, Chief Executive Officer
and Chairman of the Board of Directors
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, Phillip A. Salopek, and Brandon H. Hirsch, 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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<CAPTION>
Signature Title Date
----- ----
<S> <C> <C>
/s/ John C. Becker Chairman of the Board, Chief Executive June 15, 2000
-------------------------- Officer and Director (Principal Executive
John C. Becker Officer)
/s/ Phillip A. Salopek Vice President of Finance, Treasurer June 15, 2000
-------------------------- and Assistant Secretary (Principal Financial and
Phillip A. Salopek Accounting Officer)
/s/ Gabriel A. Battista Director June 15, 2000
-------------------------- --------
Gabriel A. Battista
/s/ John F. Burton Director June 15, 2000
-------------------------- --------
John F. Burton
/s/ Timothy A. Davenport Director June 15, 2000
-------------------------- --------
Timothy A. Davenport
/s/ Richard A. Lefebvre Director June 15, 2000
-------------------------- --------
Richard A. Lefebvre
/s/ Kevin A. McNerney Director June 15, 2000
-------------------------- --------
Kevin A. McNerney
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EXHIBIT INDEX
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 PricewaterhouseCoopers LLP
23.3 Consent of Ernst & Young LLP, independent auditors
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
