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As filed with the Securities and Exchange Commission on May 19, 2000
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)
One Preston Park, South
4975 Preston Park Boulevard, Suite 400, Plano, Texas 75093
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN, AS AMENDED
(Full Title of the Plan)
JOHN A. RYAN
President and Chief Executive Officer
Entrust Technologies Inc.
One Preston Park South
4975 Preston Park Boulevard, Suite 400
Plano, Texas 75093
(Name and Address of Agent for Service)
(972) 943-7300
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock, $.01 5,000,000 $46.03 (1) $230,150,000(1) $60,760
par value shares
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(1) Estimated solely for the purpose of calculating the registration fee, and
based on the average of the high and low prices of the Common Stock on the
Nasdaq National Market on May 15, 2000 in accordance with Rules 457(c) and
457(h) under the Securities Act of 1933.
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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 Registrant's Amended and Restated 1996 Stock Incentive
Plan, as amended (the "Plan"), pursuant to Rule 428(b)(1) of 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
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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 "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:
(1) 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.
(2) 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 (1) above.
(3) The description of the common stock of the Registrant, $.01
par value per share (the "Common Stock"), contained in the Registration
Statement on Form 8-A filed by the Registrant with the Commission on August
3, 1998, 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 of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the 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. Any
statement 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
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Not applicable.
Item 5. Interests of Named Experts and Counsel
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Not applicable.
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Item 6. Indemnification of Directors and Officers
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Section 2-418 of the General Corporation Law of Maryland (the
"Maryland Law") provides that, unless a corporation's charter includes a
provision that 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
Nortel Networks Corporation ("NNC"), a shareholder of the Registrant, and are
serving on the Registrant's Board of Directors at the request of NNC. Pursuant,
to NNC's Bylaws, NNC will indemnify its officers when they are acting at NNC's
request as directors of a corporation of which NNC 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
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Not applicable.
Item 8. Exhibits
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The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9. Undertakings
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(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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the
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Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference 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 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 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 Securities 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, 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 Plano, Texas on May 15, 2000.
ENTRUST TECHNOLOGIES INC.
By: /s/ John A. Ryan
_________________________________
John A. Ryan
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Entrust Technologies Inc.
hereby severally constitute John A. Ryan, David L. Thompson and James D. Kendry,
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 by the following persons in the capacities and on the
dates indicated.
Signature Title Date
President, Chief Executive
/s/ John A. Ryan Officer and Director (Principal
________________________ Executive Officer) May 15, 2000
John A. Ryan
Senior Vice President, Finance
and Chief Financial Officer
/s/ David L. Thompson (Principal Financial and
________________________ Accounting Officer) May 15, 2000
David L. Thompson
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/s/ F. William Conner Director May 15, 2000
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F. William Conner
/s/ Butler C. Derrick, Jr. Director May 15, 2000
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Butler C. Derrick, Jr.
/s/ Jawaid Ekram Director May 15, 2000
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Jawaid Ekram
/s/ Terrell B. Jones Director May 15, 2000
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Terrell B. Jones
/s/ Michael P. Ressner Director May 15, 2000
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Michael P. Ressner
/s/ Christopher M. Stone Director May 15, 2000
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Christopher M. Stone
/s/ James A. Thomson Director May 15, 2000
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James A. Thomson
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EXHIBIT INDEX
Exhibit
Number Description
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4 Specimen Certificate of Common Stock, $.01 par value per share,
of the Registrant is incorporated herein by reference to the
Registrant's Registration Statement on Form S-1 (File No. 333-
57275)
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 LLP
24 Power of Attorney (included in the signature page of this
Registration Statement)
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EXHIBIT 5
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
May 19, 2000
Entrust Technologies Inc.
One Preston Park South
4975 Preston Park Boulevard, Suite 400
Plano, Texas 75093
Re: Amended and Restated 1996 Stock Incentive Plan, as amended
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Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to an aggregate of 5,000,000 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, as amended (the "Plan").
We have examined the Articles of Incorporation of the Company, as amended
to date, and the Bylaws of the Company, as amended 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 our 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 assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Plan, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of The Commonwealth of Massachusetts, the Maryland
General Corporation Law and the federal laws of the United States of America.
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 and conditions of the 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.
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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
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Entrust Technologies Inc. on Form S-8 of our report dated January 28, 2000,
appearing in the Annual Report on Form 10-K of Entrust Technologies Inc. for the
year ended December 31, 1999, and of our report dated May 3, 2000, on the
financial statements of CygnaCom Solutions, Inc. for the year ended December 31,
1999, appearing in Amendment No. 1 to Current Report on Form 8-K/A filed May 12,
2000.
/s/ Deloitte & Touche LLP
Dallas, Texas
May 17, 2000
