As filed with the Securities and Exchange Commission on April 9, 1997
Registration No. 333-_____
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
TRUSTED INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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)
Trusted Information Systems, Inc.
AMENDED AND RESTATED 1996 DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
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)854-6889 Washington, D.C. 20036
(202) 861-3900
(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 MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED REGISTERED(1) SHARE PRICE
------------------- ------------- ------------------ ------------------ ----------------
Common Stock(par value
$0.01 per share) 200,000 $ 11.875(2) $ 2,375,000(2) $ 719.70(2)
Amended and Restated 1996
Directors' Stock Option Plan
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Amended and Restated 1996
Directors' Stock Option Plan by reason of any stock dividend, stock
<PAGE>
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 $11.875 per share
reported on the Nasdaq National Market on April 2, 1997.
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 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 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.
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 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.
<PAGE>
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.
Exhibit
Number Description
5.1 Opinion of Piper & Marbury L.L.P., as to the legality
of securities being registered.
10.1 Second Amended and Restated 1996 Directors' Stock
Option Plan of the Company.
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).
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 Glenwood, Maryland on this 27th day of March, 1997.
TRUSTED INFORMATION SYSTEMS, INC.
By: /s/ Stephen T. Walker
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.
<PAGE>
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A MAJORITY OF THE BOARD OF DIRECTORS:
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Signature Title Date
/s/ Stephen T. Walker President, Chief Executive Officer, March 27, 1997
- ----------------------------------- Chairman of the Board and Director
Stephen T. Walker
/s/ Martha A. Branstad Executive Vice President and Chief March 27, 1997
- ------------------------------------ Operating Officer, President of the
Martha A. Branstad Advanced Research and Engineering
Division and Director
/s/ Harvey L. Weiss Executive Vice President, March 27, 1997
- ------------------------------------ President of the Commercial
Harvey L. Weiss Division, Secretary and Director
/s/ Ronald W. Kaiser Executive Vice President and March 27, 1997
- ------------------------------------ Chief Financial Officer (Principal
Ronald W. Kaiser Financing and Accounting Officer)
/s/ Gerald J. Popek Director March 27, 1997
- ------------------------------------
Gerald J. Popek
/s/ Charles W. Stein Director March 27, 1997
- ------------------------------------
Charles W. Stein
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EXHIBIT INDEX
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Exhibit
Number Description
5.1 Opinion of Piper & Marbury L.L.P. (contains Consent of Counsel).
10.1 Second Amended and Restated 1996 Directors' Stock Option Plan of the Company.
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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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
April 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 April 9, 1997 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 200,000 shares of Common Stock reserved
for issuance under the Amended and Restated 1996 Directors' Stock Option 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.
EXHIBIT 10.1
TRUSTED INFORMATION SYSTEMS, INC.
SECOND AMENDED AND RESTATED
1996 DIRECTORS' STOCK OPTION PLAN
1. Purpose.
The purpose of this 1996 Directors' Option Plan (the "Plan")
of Trusted Information Systems, Inc. (the "Company") is to promote the
recruiting and retention of highly qualified outside Directors and to strengthen
the commonality of interest between Directors and stockholders.
2. Administration.
The Plan will be administered by the Board of Directors of the
Company, whose construction and interpretation of the terms and provisions of
the Plan shall be final and conclusive. Grants of stock options under the Plan
and the amount and nature of the awards to be granted shall be automatic and
non-discretionary in accordance with Section 5. However, all questions of
interpretation of the Plan or of any options issued under it shall be determined
by the Board of Directors and such determination shall be final and binding upon
all persons having an interest in the Plan. No Director shall be liable for any
action or determination under the Plan made in good faith.
3. Participation in the Plan.
Directors of the Company who are not employees of the Company
or any subsidiary of the Company ("Eligible Directors") are eligible to receive
options under the Plan.
4. Stock Subject to the Plan.
(a) The maximum number of shares which may be issued under the
Plan shall be 200,000 shares of the Company's Common Stock, $0.01 par value per
share ("Common Stock"), subject to adjustment as provided in Section 9.
(b) If any outstanding option under the Plan for any reason
expires or is terminated without having been exercised in full, the shares
allocable to the unexercised portion of such option shall again become available
for grant pursuant to the Plan.
(c) All options granted under the Plan shall be non-statutory
options which are not intended to meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
<PAGE>
5. Terms, Conditions and Form of Options.
Each option granted under the Plan shall be evidenced by a
written agreement in such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:
(a) Option Grant Dates. Following approval of the Plan by the
holders of a majority of the shares of Common Stock present or represented at a
meeting of the Company's stockholders duly called and held in accordance with
the Company's by-laws and applicable law, options shall be granted automatically
to all eligible Directors as follows: (i) each person who becomes an Eligible
Director before the date of the Company's initial public offering of shares of
its Common Stock (the "Initial Public Offering") shall be granted an option to
purchase 9,202 shares of Common Stock on the close of business on the date of
his or her initial election or appointment to the Board of Directors or such
later date as may be determined by the Board of Directors prior to the Initial
Public Offering; (ii) each person who becomes an Eligible Director after the
date of the Initial Public Offering shall be granted an option to purchase 6,000
shares of Common Stock on the close of business on the date of his or her
initial election or appointment to the Board of Directors; and (iii) commencing
with the 1997 annual stockholders' meeting, each Eligible Director shall be
granted an additional option to purchase 1,250 shares of Common Stock (an
"Annual Grant") on the date of each annual stockholders' meeting, including the
meeting at which such Director is initially elected, provided he or she is
serving as a Director immediately after such meeting.
(b) Option Exercise Price. The option exercise price per share
for each option granted under the Plan shall equal the closing price per share
of the Company's Common Stock on NASDAQ, or the principal exchange on which the
Common Stock is then listed, on the date of grant, and if no such price is
reported on such date, such price as reported on the nearest preceding date on
which such price is reported; if any options are granted on or prior to the date
that the Company's Common Stock is listed on an exchange, the option exercise
price per share shall be the fair market value of the Common Stock determined by
the Board of Directors.
(c) Options Non-Transferable. Each option granted under the
Plan by its terms shall not be transferable by the optionee otherwise than by
will or by the laws of descent and distribution. Notwithstanding the foregoing,
options may be transferred by Directors to family members, to trusts established
for the benefit of family members or to partnerships or corporations owned by
family members.
(d) Exercise Period. Each option to purchase 9,202 or 6,000
shares (as applicable) of Common Stock on the date of the Director's election to
the Board of Directors shall become vested and exercisable with respect to
one-third of the shares upon each of the first, second, and third anniversaries
of his or her initial election or appointment to the Board of Directors (or the
date of the annual meeting of stockholders in such year, if earlier), and may be
exercised thereafter from time to time, in whole or in part, prior to the
earlier of (i) 60 days after an optionee ceases to serve as a Director (180 days
if the optionee ceased to serve because of his or her death or permanent
disability) or (ii) the seventh anniversary of the date of grant. Each Annual
Grant shall become fully vested upon the earlier of (a) the next annual
stockholders' meeting or (b) the first anniversary of the date of grant and may
be exercised thereafter from time to time, in whole or in part, prior to the
earlier of (i) 60 days after an optionee ceases to serve as a Director (180 days
if the optionee ceased to serve because of his or her death or permanent
disability) or (ii) the seventh anniversary of the date of grant.
(e) Exercise Procedure. Options may be exercised only by
written notice (in a form provided by or acceptable to the Company) to the
Company at its principal office accompanied by payment of the full consideration
for the shares as to which they are exercised.
(f) Payment of Purchase Price. Payment of the exercise price
may be made, at the election of the optionee, (i) by delivery of cash or check
to the order of the Company in an amount equal to the exercise price, (ii) by
delivery to the Company of shares of Common Stock of the Company already owned
and held by the optionee for at least twelve months and having a fair market
value equal in amount to the exercise price of the options being
<PAGE>
exercised, or (iii) by any combination of such methods of payment. The fair
market value of any shares of Common Stock which may be delivered upon exercise
of an option shall be determined by the Company as of the date that such shares
are delivered.
6. Assignments.
The rights and benefits under the Plan may not be assigned
except as provided in Section 5.
7. Time for Granting Options.
All options for shares subject to the Plan shall be granted,
if at all, not later than ten years after the date of the Board's adoption of
the Plan.
8. Limitation of Rights.
(a) No Right to Continue as a Director. Neither the Plan, nor
the granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain a Director for any period of time.
(b) No Stockholder Rights for Options. The holder of an option
shall have no rights as a stockholder with respect to the shares covered by the
option until the date that the holder delivers all materials to exercise such
option to the Company in proper form with payment of the exercise price, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date on which such materials and payment are delivered.
9. Adjustment Provisions.
(a) Recapitalizations. If, through or as a result of any
merger, consolidation, sale of all or substantially all of the assets of the
Company, reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other similar transaction, (i) the
outstanding shares of Common Stock are increased or decreased or are exchanged
for a different number or kind of shares or other securities of the Company, or
(ii) additional shares or new or different shares or other securities of the
Company or other non-cash assets are distributed with respect to such shares of
Common Stock or other securities, an appropriate and proportionate adjustment
may be made in (x) the maximum number and kind of shares reserved for issuance
under the Plan, (y) the number and kind of shares or other securities subject to
then outstanding options under the Plan, and (z) the price for each share
subject to any then outstanding options under the Plan, without changing the
aggregate purchase price as to which such options remain exercisable.
(b) Mergers. In the event of a consolidation or merger or sale
of all or substantially all of the assets of the Company in which outstanding
shares of Common Stock are exchanged for securities, cash or other property of
any other corporation or business entity or in the event of a liquidation of the
Company, the Board of Directors of the Company, or the board of Directors of any
corporation assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions, as to outstanding options: (i)
provide that such options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), (ii) upon written notice to the optionees, provide that all
unexercised options will terminate immediately prior to the consummation of such
transaction unless exercised by the optionee within a specified period following
the date of such notice, and (iii) in the event of a merger under the terms of
which holders of the Common Stock of the Company will receive upon consummation
thereof a cash payment for each share surrendered in the merger (the "Merger
Price"), make or provide for a cash payment to the optionees equal to the
difference between (a) the Merger Price times the number of shares of Common
Stock subject to such outstanding options (to the extent then exercisable at
prices not in excess of the Merger Price) and (b) the aggregate exercise price
of all such outstanding options in exchange for the termination of such options.
<PAGE>
10. Change in Control.
Notwithstanding any other provision of the Plan, in the event
of a "Change in Control of the Company" (as defined below), any outstanding
options issued pursuant to the Plan prior to the date of such Change in Control
of the Company shall vest and be exercisable as to 50% of the number of shares
that remain unvested on the date of such Change in Control of the Company. For
purposes of the Plan, a "Change in Control of the Company" shall occur or be
deemed to have occurred only if :
(a) any "person", as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, or
any corporation owned directly or indirectly by the stockholders of the Company
in substantially the same proportion as their ownership of stock of the
Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company's then
outstanding securities;
(b) during any period of two consecutive years ending during
the term of the Plan (not including any period prior to the adoption of the
Plan), individuals who at the beginning of such period constitute the Board of
Directors of the Company, and any new director (other than a director designated
by a person who has entered into an agreement with the Company to effect any
transaction described in clause (a), (c) or (d) of this Section 10) whose
election by the Board of Directors or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the directors then
still in office who were either directors at the beginning of the period or
whose election or whose nomination for election was previously so approved
(collectively, the "Disinterested Directors"), cease for any reason to
constitute a majority of the Board of Directors;
(c) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (i) a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation or (ii) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 50% of the combined voting
power of the Company's then outstanding securities; or
(d) the stockholders of the Company approve a plan of complete
liquidation of the Company or the sale of all or substantially all of the
Company's assets which, in either case, has not previously been approved by a
majority of the Disinterested Directors.
11. Amendment of the Plan.
(a) The Board of Directors may at any time, and from time to
time, modify or amend the Plan in any respect.
(b) The termination or any modification or amendment of the
Plan shall not, without the consent of an optionee, affect his or her rights
under an option previously granted to him or her. With the consent of the
optionees affected (if so required hereby), the Board of Directors may amend
outstanding option agreements in a manner not inconsistent with the Plan.
12. Notice.
Any written notice to the Company required by any of the
provisions of the Plan shall be addressed to the Chief Financial Officer of the
Company and shall become effective when it is received.
<PAGE>
13. Effective Date and Duration of the Plan.
(a) Effective Date. The Plan shall become effective when
adopted by the Board of Directors, but no option granted under the Plan shall
become exercisable unless and until the Plan shall have been approved by the
Company's stockholders.
(b) Termination. Unless earlier terminated pursuant to Section
9, the Plan shall terminate upon the earlier of (i) April 19, 2006, or (ii) the
date on which all shares available for issuance under the Plan shall have been
issued pursuant to the exercise of options granted under the Plan. If the date
of termination is determined under (i) above, then options outstanding on such
date shall continue to have force and effect in accordance with the provisions
of the instruments evidencing such options.
14. General Restrictions.
(a) Investment Representations. The Company may require any
person to whom an option is granted, as a condition of exercising such option,
to give written assurances in substance and form satisfactory to the Company to
the effect that such person is acquiring the Common Stock subject to the option
for his or her own account for investment and not with any present intention of
selling or otherwise distributing the same, and to such other effects as the
Company deems necessary or appropriate in order to comply with federal and
applicable state securities laws.
(b) Compliance With Securities Laws. Each option shall be
subject to the requirement that if, at any time, counsel to the Company shall
determine that the listing, registration or qualification of the shares subject
to such option upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental or regulatory body, or that the
disclosure of non-public information or the satisfaction of any other condition
is necessary as a condition of, or in connection with, the issuance or purchase
of shares thereunder, such option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval, or
satisfaction of such conditions is effected in a manner acceptable to the Board
of Directors. Nothing herein shall be deemed to require the Company to apply for
or to obtain such listing, registration or qualification, or to satisfy such
condition.
15. Governing Law.
The Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of Delaware.
Adopted by the Board of Directors,
as amended by the Board of
Directors, on September 16, 1996
and adopted by the stockholders on
September 28, 1996, and as further
amended by the Board of Directors
on March 18, 1997.
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the Amended and Restated 1996 Directors'
Stock Option 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, as filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Vienna, Virginia
April 4, 1997
