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As filed with the Securities and Exchange Commission on June 15, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RAINBOW TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 95-3745398
(State or other jurisdiction (I.R.S. Employer
of incorporation or organ- Identification Number)
ization)
1987 NON QUALIFIED STOCK OPTION PLAN, AS AMENDED
1987 INCENTIVE STOCK OPTION PLAN
RESTATED 1990 STOCK OPTION PLAN
(Full title of plans)
50 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92718
(714) 450-7300
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)
WALTER W. STRAUB
C/O RAINBOW TECHNOLOGIES, INC.
50 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92718
(714) 450-7300
(Name, address, including zip code, and telephone number, including area
code of agent for service)
COPIES TO:
STANLEY MOSKOWITZ, ESQ.
MOSKOWITZ ALTMAN & HUGHES LLP
52 VANDERBILT AVENUE
NEW YORK, NEW YORK 10017
(212) 953-1121
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the date this Registration Statement
becomes effective.
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If the only securities being registered on this form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE (1)
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Proposed Proposed Amount
Title of Each Maximum Maximum of
Class of Amount Offering Aggregate Regi-
Securities to to be Price Per Offering stration
be Registered Registered(2) unit (3) Price Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 750,000 $24.50 $18,365,000 $6,336
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</TABLE>
(1) Pursuant to General Instruction E to Form S-8, a registration fee is
being paid herewith only with respect to the securities being registered
hereunder and not those securities previously registered under the
registrant's From S-8 (Registration No.33-36692 filed with the Commission
on September 4, 1990 and Registration No.33-89408 filed with the
Commission on February 13, 1995 (the "Original S-8s")).
(2) This registration statement also includes an indeterminate number of
shares as may become issuable by reason of the anti-dilution provisions
of the Restated 1990 Stock Option Plan (the "Plan").
(3) Estimated, pursuant to Rule 457(c) and (h), solely for the purpose of
calculating the registration fee and based upon the reported closing
price of the Common Stock of the Registrant reported on the National
Association of Securities Dealers Automated Quotation System on June 12,
1995.
Pursuant to Rule 429, the prospectus included herein is a combined
prospectus which also relates to the Original S-8s.
INCORPORATION OF EARLIER REGISTRATION STATEMENT
This Registration Statement is being filed to register additional
securities of the same class as other securities for which the Original S-8s are
effective. As permitted by General Instruction E to Form S-8, the contents of
the Original S-8s are incorporated herein by reference. The Original S-8s
registered 182,000 shares for the 1987 Non-Qualified Stock Option Plan, 496,206
shares for the 1987 Incentive Stock Option Plan and 900,000 shares for the
Restated 1990 Stock Option Plan.
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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 From S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on the 9th of June,
1995.
RAINBOW TECHNOLOGIES, INC.
REGISTRANT
By:/s/ Walter W. Straub
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Walter W. Straub,
President, Chief Executive
Officer and Chairman of the
Board
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Walter W. Straub and Patrick E. Fevery
and each of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments of and
supplements to this Registration Statement and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, to all intents and purposes and as fully as they might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/ Walter W. Straub
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Walter W. Straub, June 9, 1995
President, Chief Executive
Officer and Chairman of the
Board of Directors
/s/ Peter M. Craig
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Peter M. Craig, Executive June 9, 1995
Vice President, Secretary
and Director
/s/ Patrick E. Fevery
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Patrick E. Fevery, June 9, 1995
Vice President and Chief
Financial Officer
/s/ Alan K. Jennings
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Alan K. Jennings, Director June 9, 1995
/s/ Richard P. Abraham
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Richard P. Abraham, Director June 9, 1995
/s/ Marvin Hoffman
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Marvin Hoffman, Director June 9, 1995
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Exhibits
Exhibit No. Description
No.
5. (a) Opinion and Consent of Moskowitz Altman
& Hughes LLP
23. (a) Consent of Ernst & Young LLP
5
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Exhibit 5
[MOSKOWITZ ALTMAN & HUGHES LLP LETTERHEAD]
June 9, 1995
Rainbow Technologies, Inc.
50 Technology
Irvine, CA 92718
Att: Walter Straub, President
Gentlemen:
This letter refers to the Registration Statement on Form S-8 being filed by
Rainbow Technologies, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
(the "Registration Statement"), relating to the offering of up to 750,000
shares of the Company's Common Stock, $.001 par value, pursuant to the Restated
1990 Stock Option Plan (the "Plan").
In that connection, we have examined the Certificate of Incorporation, as
amended, and the By-Laws of the Company, the Registration Statement, corporate
proceedings of the Company relating to the Plan and issuance of the Common
Stock, and such other instruments and documents as we deemed relevant under the
circumstances.
In making the aforesaid examination, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies furnished to
us as original or photostatic copies. We have also assumed that the corporate
records furnished to us by the Company include all corporate proceedings taken
by the Company to date.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock of the Company will, when sold pursuant to the
Registration Statement and the resolutions of the Board of Directors authorizing
the same, be legally issued, fully paid and non-assessable shares of Common
Stock.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not
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MOSKOWTIZ ALTMAN & HUGHES LLP
Rainbow Technologies, Inc.
June 9, 1995
Page 2
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the Rules and
Regulations of the Securities and Exchange Commission thereunder.
We are delivering this opinion to the Company, and no person other than the
Company may rely upon it.
Very truly yours,
MOSKOWITZ ALTMAN & HUGHES LLP
By: /s/ Stanley Moskowitz
--------------------------
Stanley Moskowitz
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Exhibit 23 (a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus pertaining to the 1987 Non Qualified Stock
Option Plan, As Amended 1987 Incentive Stock Option Plan Restated 1990 Stock
Option Plan of Rainbow Technologies, Inc. for the registration of 750,000
shares of its common stock and to the incorporation by reference therein of our
report dated February 27, 1994, with respect to the consolidated financial
statements and schedule of Rainbow Technologies, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
Orange County, California
June 13, 1995
