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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. ____________)(1)
Rainbow Technologies, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
750862104
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(CUSIP Number)
September 30, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-l(d)
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(1)The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
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CUSIP NO. 114537103 13G PAGE 2 OF 6 PAGES
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1. NAMES OF REPORTING PERSONS SYSTEMATIC FINANCIAL MANAGEMENT, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
22-3367558
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
TEANECK, NEW JERSEY
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NUMBER OF
SHARES 5. SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY ---- -----------------------------------------------
EACH 6. SHARED VOTING POWER
REPORTING 750,875
PERSON WITH ---- -----------------------------------------------
7. SOLE DISPOSITIVE POWER
750,875
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8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,875
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
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12. TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
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CUSIP NO. 114537103 13G PAGE 3 OF 6 PAGES
ITEM 1(a). NAME OF ISSUER:
Rainbow Technologies, Inc.
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ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
50 Technology Drive, Irvine, CA 92618
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ITEM 2(a). NAME OF PERSON FILING:
Michele Egeberg For Systematic Financial Management, L.P.
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ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Glenpointe East, 7th Floor, 300 Frank W. Burr Blvd.,
Teaneck, NJ 07666
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ITEM 2(c). CITIZENSHIP:
U.S.A.
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ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
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ITEM 2(e). CUSIP NUMBER:
750862104
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or dealer registered under Section 15 of the Exchange
Act.
(b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) / / Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) / / Investment company registered under Section 8 of the Investment
Company Act.
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CUSIP NO. 114537103 13G PAGE 4 OF 6 PAGES
(e) X An investment adviser in accordance with Rule 13d-1(b)(1)(ii)
(E);
(f) / / An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) / / A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
750,875
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(b) Percent of class:
6.7%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote N/A
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(ii) Shared power to vote or to direct the vote 750,875
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(iii) Sole power to dispose or to direct the disposition of 750,875
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(iv) Shared power to dispose or to direct the disposition of N/A
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CUSIP NO. 114537103 13G PAGE 5 OF 6 PAGES
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. N/A
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATIONS.
[If filed pursuant to Rule 13d-1(b)]:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
[If filed pursuant to Rule 13d-1(c)]:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuerof the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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CUSIP NO. 114537103 13G PAGE 6 OF 6 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 22, 2000
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(Date)
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(Signature)
Michele Egeberg, Mgr. of Operations
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(Name/Title)
