As filed with the Securities and Exchange Commission on January 23, 1997
Registration No. 333-_____
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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 52-1281786
(301) 954-6889
(State or other (Address of principal executive offices) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
Trusted Information Systems, Inc.
1994 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) 954-6889 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 111,391 $0.69(2) $76,860(2) $24.00(2)
$0.01 per share)
1994 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 1994 Stock 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 a weighted average
exercise price of $0.69 per share.
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 Quarterly Report on Form 10-Q for the fiscal quarter
ended September 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.
(3) The description of the Company's 1994 Stock Option Plan contained
in its Registration Statement on Form S-1, File No. 333-5419, filed on June 7,
1996, under the Securities Act of 1933, as amended.
(4) The Company's audited financial statements and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained in its Registration Statement on Form S-1, File No. 333-5419, filed on
June 7, 1996, under the Securities Act of 1933, as amended.
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.
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 1994 Stock Option Plan of the Company.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
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.
[Remainder of page intentionally left blank. Signature page follows.]
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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 Glenwood, Maryland on this 23rd day of January, 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.
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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, January 23, 1997
Stephen T. Walker Chairman of the Board and Director
/s/ Martha A. Branstad Executive Vice President and Chief January 23, 1997
Martha A. Branstad Operating Officer, President of the
Advanced Research and Engineering
Division and Director
/s/ Harvey L. Weiss Executive Vice President, January 23, 1997
Harvey L. Weiss President of the Commercial
Division, Secretary and Director
/s/ Ronald W. Kaiser Executive Vice President and January 23, 1997
Ronald W. Kaiser Chief Financial Officer (Principal
Financing and Accounting Officer)
/s/ Gerald J. Popek Director January 23, 1997
Gerald J. Popek
/s/ Charles W. Stein Director January 23, 1997
Charles W. Stein
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EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Piper & Marbury L.L.P. (contains Consent
of Counsel).
10.1* 1994 Stock Option Plan of the Company.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included in signature pages).
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*Incorporated by reference to the Company's Registration Statement, File
No.333-5419, filed on June 7, 1996.
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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
January 23, 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 January 22, 1997
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 111,391 shares of Common Stock reserved
for issuance under the 1994 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 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the 1994 Stock Option Plan of Trusted
Information Systems, Inc. of our report dated April 29, 1996 (except Note 10,
for which the date is September 28, 1996) with respect to the consolidated
financial statements of Trusted Information Systems, Inc. included in its
Registration Statement on Form S-1, File No. 333-5419, as filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Vienna, Virginia
January 21, 1997
