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As filed with the Securities and Exchange Commission on July 9, 1997
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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)
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3060 WASHINGTON ROAD
DELAWARE GLENWOOD, MARYLAND 21738 51-0375640
(301) 854-6889
(State or other (Address of principal executive offices) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
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TRUSTED INFORMATION SYSTEMS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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Copy to:
STEPHEN T. WALKER EDWIN M. MARTIN, ESQ.
TRUSTED INFORMATION SYSTEMS, INC. NANCY A. SPANGLER, ESQ.
3060 WASHINGTON ROAD PIPER & MARBURY L.L.P.
GLENWOOD, MARYLAND 21738 1200 NINETEENTH STREET, N.W.
(301 954-6889 WASHINGTON, D.C. 20036
(202) 861-3900
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(Name, address and telephone number, including area
code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAX-IMUM PROPOSED MAX-IMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE PRICE FEE
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COMMON STOCK (PAR VALUE
$0.01 PER SHARE) 400,000 $11.625(2) $4,650,000(2) $1,409
1997 EMPLOYEE STOCK
PURCHASE PLAN
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1997 Employee Stock Purchase
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.
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(2) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee on the basis of the closing price of $11.625 per share
reported on the Nasdaq National Market on July 7, 1997. No separate
registration fee is provided for the participation interests in the 1997
Employee Stock Purchase Plan.
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 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 Trusted Information
Systems, 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 27, 1996, filed pursuant to Section 13 of the Exchange Act.
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 28, 1997, filed pursuant to Section 13 or 15(d) of Exchange
Act.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed September 26, 1996, pursuant
to Section 12(g) of the Exchange Act.
(4) The description of the Company's 1997 Employee Stock Purchase
Plan contained in Schedule 14A Definitive Proxy Statement for the 1997 Annual
Meeting of Stockholders filed on April 24, 1997, 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, Piper & Marbury L.L.P., 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 Piper &
Marbury L.L.P., or investment partnerships of which such persons are partners,
beneficially own approximately 500 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
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in such positions and the Registrant maintains such insurance providing
coverage of up to $10 million with respect to liabilities arising out of
certain matters, including matters arising under the Securities Act.
At present, there is no pending litigation or proceeding
involving a director or officer of the Registrant as to which indemnification
is being sought nor is the Registrant aware of any threatened litigation that
may result in claims for indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Description
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5.1 Opinion of Piper & Marbury L.L.P., as to the legality of securities being registered.
10.1* 1997 Employee Stock Purchase Plan.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (included in signature pages).
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* Incorporated by reference to the Company's Proxy Statement of
Schedule 14A, filed on April 24, 1997, with the Commission.
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
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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.
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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 Glenwood, Maryland on this July 8, 1997.
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.
Each person whose signature appears below in so signing also makes,
constitutes and appoints Stephen T. Walker and Edwin M. Martin, 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 attorney-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.
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A MAJORITY OF THE BOARD OF DIRECTORS:
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SIGNATURE TITLE DATE
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/s/ Stephen T. Walker President, Chief Executive Officer, July 3, 1997
- ---------------------------------- Chairman of the Board and Director
Stephen T. Walker
/s/ Martha A. Branstad Executive Vice President and Chief July 3, 1997
- ---------------------------------- Operating Officer, President of the
Martha A. Branstad Advanced Research and Engineering
Division and Director
/s/ Harvey L. Weiss Executive Vice President, July 3, 1997
- ---------------------------------- President of the Commercial
Harvey L. Weiss Division, Secretary and Director
/s/ Ronald W. Kaiser Executive Vice President and July 3, 1997
- ---------------------------------- Chief Financial Officer (Principal
Ronald W. Kaiser Financing and Accounting Officer)
/s/ Gerald J. Popek Director July 3, 1997
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Gerald J. Popek
/s/ Charles W. Stein Director July 3, 1997
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Charles W. Stein
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EXHIBIT INDEX
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Exhibit
Number Description
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5.1 Opinion of Piper & Marbury L.L.P. (contains Consent of Counsel).
10.1* 1997 Employee Stock Purchase Plan.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (included in signature pages).
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*Incorporated by reference to the Company's Proxy Statement on Schedule
14A, filed on April 24, 1997, with the Commission.
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Exhibit 5.1
PIPER & MARBURY
L.L.P.
1200 NINETEENTH STREET, N.W.
WASHINGTON, D.C. 20036-2430
202-861-3900
FAX: 202-223-2085 BALTIMORE
NEW YORK
PHILADELPHIA
EASTON
July 9, 1997
Trusted Information Systems, Inc.
3060 Washington Road
Glenwood, Maryland 21738
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about July 9, 1997 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 400,000 shares of Common Stock reserved
for issuance under the 1997 Employee Stock Purchase Plan (the "Plan"). As your
legal counsel, we have examined the proceedings proposed to be taken by you in
connection with the sale and issuance of said shares.
It is our opinion that, upon completion of the proceedings to be taken
prior to issuance of the shares pursuant to the Prospectus constituting part of
the Registration Statement on Form S-8 and upon completion of the proceedings
being taken in order to permit such transactions to be carried out in
accordance with the securities laws of the various states where required, the
shares, when issued and sold in the manner referred to in the Plan and the
agreements which accompany the Plan, and in accordance with the Company's
Amended and Restated Certificate of Incorporation, will be legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said
Registration Statement and further consent to the use of our name wherever
appearing in said Registration Statement and amendments thereto.
Very truly yours,
/s/ Piper & Marbury L.L.P.
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
Trusted Information Systems, Inc.
We consent to incorporation by reference in this Registration
Statement on Form S-8 pertaining to the 1997 Employee Stock Purchase Plan of
Trusted Information Systems, Inc. of our report dated February 28, 1997, with
respect to the consolidated financial statements of Trusted Information
Systems, Inc. included in its Annual Report on Form 10-K for the fiscal year
ended December 27, 1996.
/s/ ERNST & YOUNG LLP
Vienna, Virginia
July 9, 1997
