<PAGE> 1
As filed with the Securities and Exchange Commission on March 26, 1998
Registration No. 333-
================================================================================
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 of (I.R.S. Employer
incorporation or organization) Identification Number)
50 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618
(714) 450-7300
(Address of Principal Executive Offices)
ASSUMED SOFTWARE SECURITY, INC. 1993 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
WALTER W. STRAUB
C/O RAINBOW TECHNOLOGIES, INC.
50 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618
(Name and address of agent for service)
(714) 450-7300
(Telephone number, including area code, of agent for services)
Copies to:
JOHN J. HUGHES, JR., ESQ.
MOSKOWITZ ALTMAN & HUGHES LLP
11 EAST 44TH STREET
NEW YORK, NEW YORK 10017
(212) 953-1121
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================
TITLE OF EACH CLASS PROPOSED PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) PRICE PER UNIT(2) PRICE (2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 4,467 $9.35 $41,767 $12.66
- ------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement registers shares of Common Stock issuable
under the Assumed Software Security, Inc. 1993 Employee Stock Option Plan,
assumed by the Registrant on October 4, 1996 pursuant to the Agreement and
Plan of Merger dated September 30, 1996.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
computing the Registration Fee based on the exercise price of options
outstanding under the Assumed Software Security, Inc. 1993 Employee Stock
Option Plan.
<PAGE> 2
PART I -- INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant (File No. 0-16641)
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Registrant's latest annual report on Form 10 - K filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") or latest prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933 (the "Securities Act"), that contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed.
(b) The Company's Quarterly Reports on Form 10 - Q for the periods
ended March 31, 1997, June 30, 1997, and September 30, 1997, filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by Registrant's latest annual report or prospectus referred to in (a)
above.
(c) The description of the Common Stock set forth under the caption
"Description of Capital Stock" in the Registrant's registration statement on
Form S-3, as amended, filed with the Commission on December 19, 1996, File No.
333-18285, together with any amendment or report filed with the Commission for
the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all such securities offered hereby have been sold
or which deregisters all securities then remaining to be sold 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE> 3
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes
corporations organized thereunder, such as the Registrant, to indemnify
directors and officers against liabilities which they may incur in their
capacities as such, including judgments, fines, expenses and amounts paid in
settlement of litigation. Said section provides that the indemnification
authorized thereby is not exclusive of any other rights to which a director or
officer may be entitled under any by-law, agreement, vote of shareholders or
otherwise. The Registrant's By-laws provide for indemnification of the
Registrant's directors and officers to the fullest extent permitted by law
against any liabilities they may incur in their capacities as such.
The Registrant also maintains a directors' and officers' liability
insurance policy insuring directors and officers of the Registrant for covered
losses as defined in the policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits included as part of this Registration Statement are as
follows:
4 Software Security, Inc. 1993 Employee Stock Option Plan
5 Opinion of Moskowitz Altman & Hughes LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Moskowitz Altman & Hughes LLP (contained in Exhibit
5 hereto)
24 Power of Attorney (contained on signature page hereto)
Item 9. Undertakings.
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 in the 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 to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent 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 (i) and (ii) do not apply if the information required to be
included in a post-effective amendment thereby is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section
13
<PAGE> 4
or Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) 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.
(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.
(4) 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 that is incorporated by
reference in this 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.
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 provisions described under Item 6 above, 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.
<PAGE> 5
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, there-unto duly
authorized, in the City of Irvine, State of California, on the 27 day of
February, 1998.
RAINBOW TECHNOLOGIES, INC.
By: /s/ WALTER W. STRAUB
--------------------------------
Walter W. Straub, President,
Chief Executive Officer and
Chairman of the Board
Each person whose signature appears below constitutes and appoints
Walter W. Straub his/her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, severally, for him/her in his/her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) 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 said
attorney-in-fact and agent 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, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
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
- ---------------------------------
Walter W. Straub February 27, 1998
President, Chief Executive
Officer and Chairman of the Board
/s/ PETER M. CRAIG
- ---------------------------------
Peter M. Craig, Executive February 27, 1998
Vice President, Secretary
and Director
/s/ ALAN K. JENNINGS
- ---------------------------------
Alan K. Jennings, Director February 27, 1998
/s/ PATRICK E. FEVERY
- ---------------------------------
Patrick E. Fevery, February 27, 1998
Vice President and Chief
Financial Officer
/s/ RICHARD P. ABRAHAM
- ---------------------------------
Richard P. Abraham, Director February 27, 1998
/s/ MARVIN HOFFMAN
- ---------------------------------
Marvin Hoffman, Director February 27, 1998
<PAGE> 6
EXHIBIT INDEX
Item 8. Exhibits.
The exhibits included as part of this Registration Statement are as
follows:
4 Software Security, Inc. 1993 Employee Stock Option Plan
5 Opinion of Moskowitz Altman & Hughes LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Moskowitz Altman & Hughes LLP (contained in Exhibit
5 hereto)
24 Power of Attorney (contained on signature page hereto)
<PAGE> 1
Exhibit 4
SOFTWARE SECURITY, INC.
1993 Employee Stock Option Plan
1 Participants: Officers (including officers who are directors) and employees of
Software Security, Inc. ("SSI") and its majority-owned subsidiaries.
2. Purposes: To provide additional incentive for the officers and employees, to
encourage these individuals to become stockholders of SSI and to remain in its
employ, and through this incentive and encouragement, to improve SSI's operating
results. The plan does not amend or supersede any stock option granted by SSI
prior to the date of its adoption; all such options shall continue in effect in
accordance with their terms.
3. Option Shares: 150,000 authorized but unissued or treasury shares of the
non-voting common stock of SSI.
4. Administration: SSI's Compensation Committee, elected by the Board of
Directors (the "Board") and composed of directors who are ineligible to receive
options under the plan, is responsible for administering the plan and, together
with the full Board, for determining all questions arising thereunder.
5. Option Price: An amount per share equal to the book value thereof as of the
end of SSI's most recently completed fiscal year prior to the date of grant of
the option. The option price may be paid in cash or in shares of SSI's
non-voting common stock, valued at the book value thereof as of the end of SSI's
most recently completed fiscal year prior to the date of exercise of the option.
6. Grant: The granting of specific options to eligible officers and employees
must be recommended to the Compensation Committee by unanimous action of the
Management Committee of SSI; such options must then be approved by the
Compensation Committee and referred by it to the full Board, and they are
subject to the Board's final approval. Each option is to be evidenced by a
written agreement substantially in the form attached hereto as Exhibit A,
executed by SSI and the optionee, setting forth the terms thereof.
7. Type of Option: Options granted under the plan are not intended to be
"incentive stock options", as defined in Section 422(b) of the Internal Revenue
Code, and, accordingly, they are subject to the tax consequences referred to in
Section 12 below.
8. Exercise and Expiration: No part of any option may be exercised after five
years from the date of grant. One-quarter of the stock evidenced by each option
agreement may be purchased at any time after one year from the date of grant,
another one-quarter at any time after two years from such date, a third
one-quarter at any time after three years from such date, and the remaining
one-quarter at any time after four years from such date.
9. Termination: Options will terminate forthwith upon an optionee's voluntary
termination of employment or the termination of his or her employment for cause
(as determined in the sole discretion of the Board); in the event of involuntary
termination of employment other than for cause or by reason of death, an
optionee shall have 90 days (but not later than the specified option expiration
date) within which to exercise his or her option with respect to the number of
shares exercisable as of the date of termination, provided that he or she is not
at the time of exercise (i) engaged in any activity competitive with the
business of SSI or any of its subsidiaries or affiliated companies or (ii) in
violation of any contractual commitment with SSI or its subsidiaries or
affiliates.
10. Death: In the event of any optionee's death during his or her employment (or
the above 90-day period), his or her heirs or legal representatives may exercise
the option at any time within one year following the date of death (but not
later than the specified option expiration
<PAGE> 2
date) with respect to the number of shares exercisable as of such date of death.
11. Transfer: Options may not be transferred otherwise than by will or the laws
of descent and distribution, and during the lifetime of the optionee are
exercisable only by him or her.
12. Tax Consequences: Options granted under the plan are subject to all tax
consequences applicable to non-incentive stock options which do not have an
ascertainable fair market value at the time of grant. Accordingly, the excess of
the aggregate fair market value over the aggregate option price on the date of
exercise of any option shares will be (i) taxable to the optionee (and subject
to withholding taxes) at ordinary rates and (ii) deductible by SSI for federal
income tax purposes.
13. Equitable Adjustment: Options are subject to automatic equitable adjustment,
as determined by the Compensation Committee, in the event of a stock dividend,
stock split , stock combination, merger, consolidation, re-organization,
recapitalization, reclassification or similar change affecting SSI's non-voting
common stock.
14. Reallocation, etc.: Shares covered by unexercised or canceled options
granted under this plan may be reallocated by the Compensation Committee, and
options may be canceled (with the consent of the optionees) and replacement
options granted at any time at the discretion of the Compensation Committee.
15. Corporate Reorganizations: Options may be granted in substitution for
options of another corporation, and options of another corporation may be
assumed by SSI.
16. Effectiveness and Duration: The plan shall be effective for five years
commencing April 1, 1993, and no stock option may be granted thereunder after
March 31, 1998.
17. Transfer Restrictions: The non-voting common shares covered by the plan have
not been registered under the Securities Act of 1933, or under the securities
laws of any state. Accordingly, no such shares acquired upon option exercises
may be sold or otherwise transferred (except in exchange for new option shares
as specified in Section 5 above and except as referred to in Section 18 below)
unless the registration provisions of said Act and all applicable state
securities laws have been complied with, or unless in the written opinion of
counsel, which opinion shall be satisfactory to the Compensation Committee both
as to the substance of the opinion and the identity of the counsel giving such
opinion, such registration is not required. Prior to permitting any such
transfer (unless at the time the non-voting common stock of SSI is duly
registered and publicly traded), SSI shall have a period of 90 days within which
to acquire the shares being transferred by the optionee at a price equal to the
lesser of (i) the book value of such shares as of the end of the most recently
to exercise of an option (and SSI shall be obligated to purchase such shares) at
a price per share equal to the greater of (i) the book value thereof as of the
end of the most recently completed fiscal year of SSI or the price being offered
by the proposed transferee. This first refusal right shall also apply to the
optionee's heirs or legal representatives in the event of his or her death. Each
certificate evidencing option shares shall bear a legend substantially to the
foregoing effect.
18. Resale and Repurchase Rights: (a) At any time from and after the fourth
anniversary of an option grant (unless at the time the non-voting common stock
of SSI is duly registered and publicly traded), provided the option shall
theretofore have been exercised in full, an optionee shall have the right to
sell to SSI any common shares acquired by the optionee pursuant to exercise of
an option (and SSI shall be obligated to purchase such shares) at a price per
share equal to the greater of (i) the book value thereof as of the end of the
most recently completed fiscal year of SSI or (ii) the original option price of
such shares. The Compensation Committee shall be empowered, In its sole
discretion, to require that the foregoing resale right be exercised in equal
installments over not more than two fiscal years of SSI.
(b) Following the termination of an optionee's employment with SSI
(unless at the time the non-voting common stock of SSI is duly registered and
publicly traded), whether before or after the fourth anniversary of an option
grant, SSI shall have the right to purchase and an
<PAGE> 3
optionee shall have the right to sell to SSI any common shares acquired by the
optionee pursuant to exercise of an option at a price per share equal to the
greater of (i) the book value thereof as of the end of the fiscal year of SSI
which next precedes the date of termination or in the event of any subsequent
exercise of such option, the date of such exercise or (ii) the original option
price of such shares. The foregoing repurchase/resale rights shall also apply to
any option shares which (x) have been acquired pursuant to Section 9 or 10 above
following an optionee's termination of employment or death or (y) are the
subject of a transfer permitted pursuant to Section 17 above.
(c) Each certificate evidencing option shares shall bear a legend
referring to the foregoing resale and repurchase rights.
19. Determination of Book Value: As used in the foregoing sections of this plan,
the "book value" of shares of common stock of SSI shall be based upon the book
value of SSI as determined in accordance with generally accepted accounting
principles as of the March 31 close of each of its fiscal years by its
independent certified public accountants, provided that the Board may adjust the
book value as so determined in a non-discriminatory manner as of any fiscal
year-end if ft concludes (in its sole discretion) that such book value has been
increased or reduced by extraordinary items.
20. Legal Requirements: The issuance of non-voting SSI common shares upon the
exercise of options granted pursuant to the plan shall be subject at all times
to the satisfaction of all legal requirements applicable to such issuance at
such times.
<PAGE> 4
Exhibit A to Software Security, Inc.
1993 Employee Stock Option Plan: Form of employee stock option agreement.
SOFTWARE SECURITY, INC.
Employee Option Agreement
_________ ___, 199__
Mr. John Doe
555 Main Street
Midtown, XX 55555
Dear Mr. Doe:
Pursuant to the provisions of the 1993 Employee Stock Option Plan of
Software Security, Inc. (the "Corporation"), the Corporation hereby grants you
an option to purchase all or any part of 5,000 shares of the Corporation's
authorized but unissued or treasury non-voting common stock at any time or times
on or prior to July 26, 1998 (subject to the limitations described below) at a
price of $1.22 per share, payable in cash or in shares of the Corporation's
non-voting common stock, valued at the book value thereof as of the end of the
Corporation's most recently completed fiscal year prior to the date of exercise
of this option. This option is subject to the following further terms and
conditions:
1. No part of this option may be exercised prior to the first
anniversary of this option agreement. On or after that date, you may purchase a
maximum of one-quarter of the total number of shares optioned to you hereby at
any time, an additional one-quarter at any time on or after the second
anniversary hereof, a third one-quarter at any time on or after the third
anniversary hereof, and the remaining one-quarter at any time on or after the
fourth anniversary hereof, provided that no part of this option may be exercised
after the expiration date specified above.
2. This option will terminate forthwith upon your voluntary termination
of employment with the Corporation or the termination by the Corporation of such
employment for cause, as determined at the sole discretion of the Board of
Directors (the "Board") of the Corporation. In the event of the involuntary
termination of your employment other than by the Corporation for cause or by
reason of death, you shall have a period of 90 days following the effective date
of such termination (but not later than the option's expiration date specified
at the outset above) within which you may exercise this option with respect to
the number of unexercised shares which are exercisable as of the date of
termination, provided that you are not at the time of exercise (i) engaged in
any activity competitive with the business of the Corporation or any of its
subsidiaries or affiliated companies or (ii) in violation of any contractual
commitment with the Corporation or its subsidiaries or affiliates.
3. In the event of your death while employed by the Corporation (or
during the 90 day period referred to in paragraph 2 above) and prior to complete
exercise of this option, your heirs or legal representatives may exercise this
option at any time within one year following your death (but not later than the
option's expiration date) with respect to the number of shares exercisable as of
such date of death.
4. This option may not be transferred otherwise than by will or the laws
of descent and distribution, and during your lifetime it is exercisable only by
you.
5. This option is subject to automatic equitable adjustment, as
determined by the Compensation Committee of the Board, in the event of a stock
dividend, stock split, stock combination, merger, consolidation, reorganization,
re-capitalization, reclassification or similar
<PAGE> 5
change affecting the Corporation's non-voting common stock.
6. The shares optioned to you hereby have not been registered under the
Securities Act of 1933, or under the securities laws of any state, and once
purchased by you, they may not be sold or otherwise transferred (except in
exchange for new option shares as specified in the first paragraph of this
option agreement and except as referred to in paragraph 7 below) unless the
registration provisions of said Act and all applicable state securities laws
have been complied with, or unless in the written opinion of counsel, which
opinion shall be satisfactory to the Compensation Committee of the Board both as
to the substance of the opinion and the identity of the counsel giving such
opinion, such registration is not required. Prior to permitting any such
transfer (unless at the time the non-voting common stock of the Corporation is
duly registered and publicly traded), the Corporation shall have a period of 90
days within which to acquire the shares being transferred by you at a price
equal to the lesser of (i) the book value of such shares as of the end of the
most recently completed fiscal year or the Corporation or (ii) the price being
offered by the proposed transferee. This first refusal right shall also apply to
your heirs or legal representatives in the event of your death. Each certificate
evidencing such option shares shall bear a legend substantially to the foregoing
effect.
7(a). At any time from and after the fourth anniversary of this option
(unless at the time the non-voting common stock of the Corporation is duly
registered and publicly traded), provided this option shall theretofore have
been exercised in full, you shall have the right to sell to the Corporation any
common shares acquired by you pursuant to exercise of this option (and the
Corporation shall be obligated to purchase such shares) at a price per share
equal to the greater of (i) the book value thereof as of the end of the most
recently completed fiscal year of the Corporation or (ii) the option price paid
by you. The Compensation Committee of the Board of Directors shall be empowered,
in Its sole discretion, to require that the foregoing resale right be exercised
in equal installments over not more than two fiscal years of the Corporation.
7(b). Following the termination of your employment with the Corporation
(unless at the time the non-voting common stock of the Corporation is duly
registered and publicly traded), whether before or after the fourth anniversary
of this option, the Corporation shall have the right to purchase and you shall
have the right to sell to the Corporation any common shares acquired by you
pursuant to exercise of this option at a price per share equal to the greater of
(i) the book value thereof as of the end of the fiscal year of the Corporation
which next precedes the date of termination or which next precedes the date of a
later exercise of such option or (ii) the option price paid by you. The
foregoing repurchase/resale rights shall also apply to any option shares which
(x) have been acquired pursuant to paragraph 2 or 3 above following your
termination of employment or death or (y) are the subject of a transfer
permitted under paragraph 6 above.
7(c). Each certificate evidencing any such shares shall bear a legend
referring to the foregoing resale and repurchase rights.
8. This option is not intended to be an "incentive stock option", as
defined in Section 422(b) of the Internal Revenue Code, and it is subject to all
of the tax consequences applicable to non-incentive stock options. Accordingly,
under present law, the excess of the aggregate market price over the aggregate
option price on the date of exercise of any of the shares optioned hereby will
be (i) taxable to you (and subject to withholding taxes) at ordinary rates and
(ii) deductible by the Corporation for federal income tax purposes.
9. If all or any part of this option is to be exercised, the original
copy of this agreement must be delivered to the Secretary of the Corporation for
appropriate notation and return.
10. This option is subject to all of the terms and conditions of the
Corporation's 1993 Employee Stock Option Plan. The Compensation Committee of the
Board is responsible for
<PAGE> 6
administering the plan and, together with the full Board, for determining all
questions relating to this option or otherwise arising under the plan.
If this option agreement is in accordance with your understanding,
please sign and return to the Corporation the accompanying copy to Indicate your
acceptance of its terms.
(Corporate Seal) Sincerely,
Attest:
By
- --------------------------- ----------------------------------
(Assistant) Secretary Chairman of the Board
Accepted:
- --------------------------
John Doe
<PAGE> 1
Exhibits 5 & 23.2
[ MOSKOWITZ ALTMAN & HUGHES LLP LETTERHEAD ]
February 25, 1998
Rainbow Technologies, Inc.
50 Technology Drive
Irvine, CA 92618
Dear Madame or Sir:
This letter refers to a registration statement on Form S-8 (the
"Registration Statement") to be 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 "Act"), relating to the issuance of
an aggregate 4,467 shares of the Company's Common Stock (the "Shares") pursuant
to the terms of the Assumed Software Security, Inc. 1993 Employee Stock Option
Plan (the "Plan").
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 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 have been validly authorized for issuance and will, when sold
pursuant to the Registration Statement and the Plan, and, when (i) the
Registration Statement has become effective under the Act, (ii) the pertinent
provisions of any applicable state securities law have been complied with, and
(iii) the Shares have been paid for, the Shares so issued will be legally
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the Rules and Regulations promulgated 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
/s/ Moskowitz Altman & Hughes LLP
---------------------------------
<PAGE> 1
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement [Form S-8 No. 333-_____] pertaining to the Assumed Software Security,
Inc. 1993 Employee Stock Option Plan of Rainbow Technologies, Inc. of our report
dated February 25, 1997, with respect to the consolidated financial statements
and schedule of Rainbow Technologies, Inc. included in the Annual Report (Form
10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Orange County, California
March 23, 1998
