<PAGE>
As filed with the Securities and Exchange Commission on October 2, 1998
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
ENTRUST TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
MARYLAND 62-1670648
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2323 NORTH CENTRAL EXPRESSWAY, RICHARDSON, TEXAS 75080
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
(Full title of the Plan)
JOHN A. RYAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ENTRUST TECHNOLOGIES INC.
2323 NORTH CENTRAL EXPRESSWAY
RICHARDSON, TX 75080
(Name and address of agent for service)
(972) 994-8000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Number of Proposed maximum maximum Amount of
Title of securities Shares to offering price aggregate offering registration
to be registered be Registered per share price fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 9,585,654 $15.13(1) $145,030,945(1) $42,785.00
$.01 par value
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low sale prices of the Common Stock
on the Nasdaq National Market on September 30, 1998 in accordance with
Rules 457(c) and 457(h) of the Securities Act of 1933, as amended.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the Amended and Restated 1996 Stock Incentive Plan of Entrust
Technologies Inc., a Maryland corporation (the "Registrant"), pursuant to Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission.
The following documents, which are on file with the Securities and Exchange
Commission, are incorporated in this Registration Statement by reference:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act, that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
(c) The description of the common stock of the Registrant, $.01 par
value per share (the "Common Stock"), which is contained in a registration
statement filed under the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all shares offered hereby have been
sold or which deregisters all shares then remaining unsold, shall be deemed to
be incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 2-418 of the General Corporation Law of Maryland (the "Maryland
Law") provides that, unless a corporation's charter includes a provision which
restricts or limits the corporation's right to indemnify its officers and
directors, the corporation may indemnify a director or officer with respect to
proceedings instituted against such director or officer by reason of his or her
service in that capacity, unless the act or omission in question was material
and was committed in bad faith or was the result of active and deliberate
dishonesty, unless the director or officer received an improper personal benefit
or unless the director or officer had reasonable cause to believe that the act
or omission was unlawful. The Registrant's Articles of Incorporation and Bylaws
provide that the Registrant shall indemnify and advance expenses to its
currently acting and its former directors to the fullest extent permitted by the
Maryland Law and that the Registrant shall indemnify and advance expenses to its
officers to the same extent as its directors and to such further extent as is
consistent with law. However, nothing in the Articles of Incorporation or
Bylaws of the Registrant protects or indemnifies a director, officer, employee
or agent against any liability to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office. To the extent that a director has
been successful in defense of a proceeding, unless limited by charter, the
Maryland Law provides that he shall be indemnified against reasonable expenses
incurred in connection therewith.
Certain of the directors of the Registrant are also officers of Northern
Telecom Limited ("NTL"), a shareholder of the Registrant, and are serving on the
Registrant's Board of Directors at the request of NTL. Pursuant, to NTL's
Bylaws, NTL will indemnify its officers when they are acting at NTL's request as
directors of a corporation of which NTL is a shareholder, provided that such
officers acted honestly, in good faith and had reasonable grounds to believe
their conduct was lawful.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is attached hereto and
incorporated herein by reference.
2
<PAGE>
Item 9. Undertakings
1. The Registrant hereby undertakes:
(a) 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.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
3. Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Richardson, Texas, on the 2nd day of October, 1998.
ENTRUST TECHNOLOGIES INC.
By: /s/ John A. Ryan
-------------------------------------
John A. Ryan
President and Chief Executive Officer
4
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Entrust Technologies Inc.,
hereby severally constitute John A. Ryan, Michele L. Axelson, James D. Kendry
and John A. Burgess, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Entrust Technologies Inc. to comply with all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John A. Ryan President and Chief Executive October 2, 1998
- ----------------------
John A. Ryan Officer (Principal Executive Officer)
/s/ Michele L. Axelson Senior Vice President, Business October 2, 1998
- ----------------------
Michele L. Axelson Development and Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ David D. Archibald Director October 2, 1998
- ----------------------
David D. Archibald
/s/ Frank A. Dunn Director October 2, 1998
- ----------------------
Frank A. Dunn
/s/ F. William Conner Director October 2, 1998
- ----------------------
F. William Conner
/s/ Robert S. Morris Directors October 2, 1998
- ----------------------
Robert S. Morris
</TABLE>
5
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Exhibit Index
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<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
4 Specimen certificate for shares of Common Stock (incorporated by
reference herein from Exhibit 4 to the Registrant's Registration
Statement on Form S-1 (File No. 333-57275) as declared effective by
the Securities and Exchange Commission on August 17, 1998).
5 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5).
23.2 Consent of Deloitte & Touche Chartered Accountants.
23.3 Consent of Willi & Partner AG.
24 Power of Attorney (included on the signature page of this Registration
Statement).
</TABLE>
<PAGE>
Exhibit 5
Hale and Dorr LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
October 2, 1998
Entrust Technologies Inc.
2323 North Central Expressway
Richardson, Texas 75080
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of 9,585,654 shares of
Common Stock, $.01 par value per share (the "Shares"), of Entrust Technologies
Inc., a Maryland corporation (the "Company"), issuable under the Company's
Amended and Restated 1996 Stock Incentive Plan (the "Incentive Plan").
We have examined the Articles of Incorporation and Bylaws of the Company,
each as amended and restated to date, and originals, or copies certified to our
satisfaction, of all pertinent records of the meetings of the directors and
stockholders of the Company, the Registration Statement and such other documents
relating to the Company as we have deemed material for the purposes of this
opinion.
In examination of the foregoing documents, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts and the federal
laws of the United States of America. To the extent that any other laws govern
the matters as to which we are opining herein, we have assumed that such laws
are identical to the state laws of the Commonwealth of Massachusetts, and we are
expressing no opinion herein as to whether such assumption is reasonable or
correct.
<PAGE>
Entrust Technologies Inc.
October 2, 1998
Page 2
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and the Shares, when issued and
paid for in accordance with the terms of the Incentive Plan, will be validly
issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement
of Entrust Technologies Inc. on Form S-8 of our reports dated June 5, 1998 and
August 5, 1998 on the financial statements of Entrust Technologies Inc. and r/3/
Security Engineering AG, respectively, appearing in the Registration Statement
on Form S-1 (File No. 333-57275) of Entrust Technologies Inc.
/s/ Deloitte & Touche
Chartered Accountants
Ottawa, Canada
October 1, 1998
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement
of Entrust Technologies Inc. on Form S-8 of our report dated June 2, 1998,
appearing in the Registration Statement on Form S-1 (File No. 333-57275) of
Entrust Technologies Inc.
Willi & Partner AG
/s/ Bruno Wust
Bruno Wust
Auditor in charge
Wetzikon, Switzerland
October 1, 1998
