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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRUSTED INFORMATION SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
7372
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
51-0375640
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
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3060 WASHINGTON ROAD
GLENWOOD, MD 21738
(301) 854-6889
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
STEPHEN T. WALKER
TRUSTED INFORMATION SYSTEMS, INC.
3060 WASHINGTON ROAD
GLENWOOD, MD 21738
(301) 854-6889
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
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EDWIN M. MARTIN, JR., ESQUIRE GERALD S. TANENBAUM, ESQUIRE
PIPER & MARBURY L.L.P. CAHILL GORDON & REINDEL
1200 NINETEENTH STREET, N.W. 80 PINE STREET
WASHINGTON, DC 20036 NEW YORK, NY 10005
(202) 861-3900 (212) 701-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ File No. 333-5419
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE* REGISTRATION FEE
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Common Stock...................... $7,475,000 $2,578
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* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(o).
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1 FILE NO.
333-5419
Trusted Information Systems, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-1 in its entirety the
Registration Statement on Form S-1 File No. 333-5419 declared effective on
October 9, 1996 by the Securities and Exchange Commission (the "Commission"),
including each of the documents filed by the Company with the Commission and
incorporated or deemed to be incorporated by reference therein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Town of Glenwood, County
of Howard, State of Maryland, on the 9th day of October, 1996.
TRUSTED INFORMATION SYSTEMS, INC.
By: /s/ STEPHEN T. WALKER
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STEPHEN T. WALKER
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
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.
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SIGNATURE TITLE DATE
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/s/ STEPHEN T. WALKER President, Chief Executive October 9, 1996
- ------------------------------------------ Officer, Chairman of the Board
STEPHEN T. WALKER and Director
* Executive Vice President and October 9, 1996
- ------------------------------------------ Chief Operating Officer,
MARTHA A. BRANSTAD President of the Advanced
Research and Engineering Division
and Director
* Executive Vice President, October 9, 1996
- ------------------------------------------ President of the Commercial
HARVEY L. WEISS Division, Secretary and Director
/s/ RONALD W. KAISER Executive Vice President and October 9, 1996
- ------------------------------------------ Chief Financial Officer
RONALD W. KAISER (Principal Financial and
Accounting Officer)
* Director October 9, 1996
- ------------------------------------------
GERALD J. POPEK
* Director October 9, 1996
- ------------------------------------------
CHARLES W. STEIN
*By: /s/ STEPHEN T.
WALKER
- ------------------------------------------
STEPHEN T. WALKER
ATTORNEY IN FACT
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II-4
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EXHIBIT INDEX
TRUSTED INFORMATION SYSTEMS, INC.
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SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
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1.1* Form of Underwriting Agreement. ......................................
3.1* Certificate of Incorporation of the Company. .........................
3.1.1* Certificate of Amendment to Certificate of Incorporation, as filed
with the Delaware Secretary of State on October 2, 1996. .............
3.2* Amended and Restated Bylaws of the Company. ..........................
4.1* Specimen stock certificate for shares of Common Stock of the
Company. .............................................................
5.1+ Opinion of Piper & Marbury L.L.P. regarding legality of securities
being registered. ....................................................
10.1* Amended and Restated Employee Stock Option Plan. .....................
10.2* Amended and Restated 1996 Stock Option Plan. .........................
10.2.1* Form of Incentive Stock Option Agreement pursuant to 1996 Stock Option
Plan. ................................................................
10.2.2* Form of Non-Qualified Stock Option Agreement pursuant to 1996 Stock
Option Plan. .........................................................
10.3* Amended and Restated 1996 Directors' Stock Option Plan. ..............
10.4* Form of Employee Agreement Regarding Confidentiality and
Inventions. ..........................................................
10.5* Form of Software License and Reseller Agreement. .....................
10.6* Form of Consulting Services Agreement. ...............................
10.7* Form of Indemnification Agreement by and between the Company and its
directors and officers. ..............................................
10.8* Construction Loan Agreement dated July 26, 1995, by and between the
Company and Mercantile-Safe Deposit and Trust Company. ...............
10.9* Construction Loan Promissory Note dated July 26, 1995, by and between
the Company and Mercantile-Safe Deposit and Trust Company. ...........
10.10* Deed of Trust and Security Agreement dated July 26, 1995, by and
between the Company and Mercantile-Safe Deposit and Trust Company. ...
10.11* Security Agreement, dated July 26, 1995, by and among the Company,
Mercantile-Safe Deposit and Trust Company and Stephen T. Walker. .....
10.12* Personal Guaranty Agreement dated July 26, 1995, by and between
Stephen T. Walker and Mercantile-Safe Deposit and Trust Company. .....
10.13* Revolving Note issued by the Company on April 4, 1996, to
Mercantile-Safe Deposit and Trust Company. ...........................
10.14* Security Agreement dated April 4, 1996, by and between the Company and
Mercantile-Safe Deposit and Trust Company. ...........................
10.15* Revolving Note issued by the Company on April 4, 1996, to
Mercantile-Safe Deposit and Trust Company. ...........................
10.16.1* Security Agreement as of August 27, 1996, by and between the Company
and Mercantile-Safe Deposit and Trust Company. .......................
10.16.2* Revolving Note issued by the Company as of August 27, 1996, to
Mercantile-Safe Deposit and Trust Company. ...........................
10.17* Office Building Lease dated February 1, 1990, by and between the
Company and Perini Investment Properties, Inc. .......................
10.18* Lease Amendment I dated May 26, 1994, by and between the Company and
Robert R. Walker, Jr., Receiver (relating to exhibit 10.17). .........
10.19* Standard Lease dated April 12, 1989, by and between the Company and
R&B Property Holding Company. ........................................
10.20* Amendment to Lease effective November 1, 1992, by and between the
Company and R&B Property Holding Company (relating to exhibit
10.19). ..............................................................
10.21* Lease Agreement dated as of October 3, 1995, by and between Trusted
Information Systems (UK) Limited and Theale Estates Limited. .........
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SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
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10.22* Deed dated July 17, 1996, by and between the Company and Glenwood
Associates Limited Partnership. ......................................
10.22.1* Promissory Note issued by the Company on July 17, 1996, to Glenwood
Associates Limited Partnership. ......................................
10.22.2* Deed of Trust and Security Agreement dated December 1, 1993, by and
between Glenwood Associates Limited Partnership and Mercantile-Safe
Deposit and Trust Company. ...........................................
10.22.3* Promissory Note issued by Glenwood Associates Limited Partnership on
December 1, 1993 to Mercantile-Safe Deposit and Trust Company. .......
10.23* Deed and Confirmatory Deed dated July 26, 1995, by and between the
Company and Stephen T. Walker. .......................................
10.24* Agreement and Plan of Merger dated May 30, 1996. .....................
11.1* Statement of computation of earnings per share. ......................
21.1* Subsidiaries of the Company. .........................................
23.1+ Consent of Ernst & Young LLP. ........................................
23.2+ Consent of Piper & Marbury L.L.P. (to be included as part of Exhibit
5.1 hereto). .........................................................
24.1* Power of Attorney (included in signature pages).......................
27* Financial Data Schedule...............................................
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* Previously filed pursuant to the Company's Registration Statement
(Registration No. 333-5419).
** To be filed by amendment.
+ Filed herewith.
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EXHIBIT 5.1
[PIPER & MARBURY L.L.P. LETTERHEAD]
October 9, 1996
Trusted Information Systems, Inc.
3060 Washington Road
Glenwood, MD 21738
Gentlemen:
We have assisted in the preparation and filing with the Securities and
Exchange Commission of a Registration Statement on form S-1, file No. 333-5419
(the "Registration Statement"), relating to 500,000 shares of Common Stock,
(including 75,000 shares to cover over-allotments, if any) $0.01 par value
per share, of Trusted Information Systems, Inc., a Delaware corporation (the
"Company"), to be offered to the public.
We have examined the Certificate of Incorporation and Bylaws of the
Company, and all amendments thereto, and have examined and relied upon the
originals, or copies certified to our satisfaction, of such records of meetings
of the directors and stockholders of the Company, documents and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
In examining the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based on the foregoing, we are of the opinion that the shares of Common
Stock have been duly authorized for issuance and, after payment therefor in
advance with the terms and provisions of the Underwriting Agreement among the
Company, J.P. Morgan Securities, Inc., Donaldson, Lufkin & Jenrette and Furman
Selz, and issuance of the certificates therefor by the Company, will be duly
and validly issued, fully paid and nonassessable.
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PIPER & MARBURY
L.L.P.
Trusted Information Systems, Inc.
October 9, 1996
Page 2
We hereby consent to the use of our name in the Registration Statement
and under the caption "Legal Matters" the related Prospectus and consent to the
filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement,
under Rule 462(b), of TIS, Inc. of our report dated April 29, 1996 (except
Note 10 as to which the date is 9/28/96) with respect to the consolidated
Financial Statements of Trusted InformationSystems, Inc. included in Amendment
#3 to the Registration Statement on Form S-1 (No. 333-5419).
Ernst & Young LLP
