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As filed with the Securities and Exchange Commission on July 13, 2000
Registration Statement No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RAINBOW TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-3745398
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation) Number)
Rainbow Technologies, Inc.
50 Technology Drive
Irvine, California 92618
(949) 450-7300
(Address, including zip code, and telephone
number, including area code, of Registrant's principal
executive offices)
Rainbow Technologies, Inc. 2000 Stock Option Plan
(Full title of plan)
Walter W. Straub
Chief Executive Officer
Rainbow Technologies, Inc.
50 Technology Drive
Irvine, California 92618
(949) 450-7300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Stanley Moskowitz, Esquire
Rosenman & Colin LLP
575 Madison Avenue
New York, NY 10022
(212) 940-8800
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered registered Unit (2) Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.001 per share 750,000(1) $47.25 $35,437,500 $9,355.50
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</TABLE>
(1) This Registration Statement covers additional shares as may be required
pursuant to the Stock Option Plan in the event of a stock dividend, stock
split, recapitalization or other similar event.
(2) This estimate is based on the high and low sales prices on the Nasdaq
National Market of the Common Stock of Rainbow Technologies, Inc. on July
10, 2000 pursuant to Rules 457(c) and (h) under the Securities Act of 1933,
as amended, solely for purposes of determining the registration fee.
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PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's latest annual report filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934 (the "Exchange Act") on Form 10-K for the
fiscal year ended December 31, 1999, filed on March 30, 2000.
(b) The Registrant's latest quarterly report filed pursuant to Section 13
of the Exchange Act on Form 10-Q for the fiscal quarter ended March 31, 2000,
filed on May 12, 2000.
(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.
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.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The exhibits included as part of this Registration Statement are as
follows:
4 Rainbow Technologies, Inc. 2000 Stock Option Plan
5 Opinion of Rosenman & Colin LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Rosenman & Colin 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 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.
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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.
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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 the City of Irvine, State of California, on the 13th day of July,
2000.
RAINBOW TECHNOLOGIES, INC.
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
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
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Walter W. Straub July 13, 2000
President, Chief Executive
Officer and Chairman of the Board
/s/ Frederick M. Haney July 13, 2000
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Frederick M. Haney, Director
/s/ Alan K. Jennings
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Alan K. Jennings, Director July 13, 2000
/s/ Patrick E. Fevery
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Patrick E. Fevery, July 13, 2000
Vice President and Chief
Financial Officer
/s/ Richard P. Abraham
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Richard P. Abraham, Director July 13, 2000
/s/ Marvin Hoffman
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Marvin Hoffman, Director July 13, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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4 Rainbow Technologies, Inc. 2000 Stock Option Plan
5 Opinion of Rosenman & Colin LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Rosenman & Colin LLP (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereto)
