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As filed with the Securities and Exchange Commission
on July 26, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SECURITY DYNAMICS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2916506
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE ALEWIFE CENTER, CAMBRIDGE, MASSACHUSETTS 02140
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK OPTION PLAN
(Full title of the plan)
CHARLES R. STUCKEY, JR.
SECURITY DYNAMICS TECHNOLOGIES, INC.
ONE ALEWIFE CENTER
CAMBRIDGE, MASSACHUSETTS 02140
(Name and address of agent for service)
(617) 547-7820
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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
- ---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 2,110,000 $58.375(1) $123,171,250(1) $42,473.00
$.01 par shares
value
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(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Common Stock on
the Nasdaq National Market on July 24, 1996 in accordance with Rules 457(c)
and 457(h) of 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 of Form S-8 is included in documents
sent or given to participants in the 1994 Stock Option Plan of Security Dynamics
Technologies, Inc., a Delaware corporation (the "Registrant"), 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
Statement of Incorporation by Reference
Except as otherwise set forth below, this Registration Statement on Form
S-8 incorporates by reference the contents of the Registration Statement on Form
S-8, File No. 33-88506 (the "Initial Registration Statement"), relating to the
Registrant's 1994 Stock Option Plan.
Item 3 of the Initial Registration Statement is amended and restated in its
entirety as follows:
Item 3. Incorporation of Certain Documents by Reference.
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 following documents, which are filed with the Securities and Exchange
Commission, are incorporated in this Prospectus 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 of 1933 (as amended, 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, par value $.01 per share
("Common Stock"), contained in a registration statement filed under the
Exchange Act, 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
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incorporated by reference herein and to be part hereof from the date of the
filing of such documents.
Item 9 of the Initial Registration Statement is amended and restated in its
entirety as follows:
Item 9. Undertakings.
1. The Company hereby undertakes.
(a) 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
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 (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Company pursuant to Section
13 or Section 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 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
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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
in 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 Securities and Exchange
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 Cambridge, Commonwealth of Massachusetts on the
26th day of July, 1996.
SECURITY DYNAMICS TECHNOLOGIES, INC.
By:/s/ Charles R. Stuckey, Jr.
---------------------------------
Charles R. Stuckey, Jr.
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Security Dynamics
Technologies, Inc. hereby severally constitute Charles R. Stuckey, Jr., Arthur
W. Coviello, Jr. and Hal J. Leibowitz, Esq., 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 Security
Dynamics 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.
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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 date indicated.
Signature Title Date
- --------- ----- ----
/s/ Charles R. Stuckey, Jr. President, Chief )
- --------------------------- Executive Officer )
Charles R. Stuckey, Jr. and Director )
(Principal Executive )
Officer) )
)
)
/s/ Arthur W. Coviello, Jr. Executive Vice President)
- --------------------------- Treasurer and Chief )
Arthur W. Coviello, Jr. Financial Officer )
(Principal Financial )
and Accounting Officer) )
)
)
/s/ Richard L. Earnest Director )
- --------------------------- )
Richard L. Earnest )
)
)
/s/ George M. Middlemas Director ) July 26, 1996
- --------------------------- )
George M. Middlemas )
)
)
/s/ Marino R. Polestra Director )
- --------------------------- )
Marino R. Polestra )
)
)
/s/ Sanford M. Sherizen Director )
- --------------------------- )
Sanford M. Sherizen )
)
)
Director )
- --------------------------- )
Joseph Lassiter )
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Exhibit Index
Exhibit
Number Description
- ------- -----------
4.1 Third Restated Certificate of Incorporation of the Registrant is
incorporated herein by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8 (File No. 33-87916).
4.2 Amended and Restated By-Laws of the Registrant are incorporated
herein by reference to Exhibit 3.3 to the Registrant's Registration
Statement on Form S-1, as amended (File No. 33-85606) (the "Form
S-1").
4.3 Specimen Certificate of Common Stock of the Registrant is
incorporated herein by reference to Exhibit 4.1 to the Form S-1.
5 Opinion of Hale and Dorr.
23.1 Consent of Hale and Dorr (included in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included in the signature pages of this
Registration Statement).
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EXHIBIT 5
July 26, 1996
Security Dynamics Technologies, Inc.
One Alewife Center
Cambridge, Massachusetts 02140
Re: 1994 Stock Option Plan
Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed on July 26, 1996 with the Securities
and Exchange Commission relating to 2,110,000 shares of the Common Stock, $.01
par value per share (the "Shares"), of Security Dynamics Technologies, Inc., a
Delaware corporation (the "Company"), issuable under the Company's 1994 Stock
Option Plan (the "Plan").
We have examined the Third Restated Certificate of Incorporation and the
Amended and Restated By-laws of the Company 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 and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as copies and the authenticity of the originals of such latter documents.
Based upon and subject to the foregoing, we are of the opinion that the
Company has duly authorized for issuance the Shares, and the Shares, when
issued and paid for in accordance with the terms of the Plan and at a price per
share in excess of the par value per share for such Shares, will be legally
issued, fully-paid and nonassessable.
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Security Dynamics Technologies, Inc.
July 26, 1996
Page 2
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
This opinion is based upon currently existing statutes, rules, regulations
and judicial decisions, and we disclaim any obligation to advise you of any
change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein.
Please note that we are opining only as to matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
Very truly yours,
/s/ HALE AND DORR
HALE AND DORR
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Security Dynamics Technologies, Inc. (the "Company") on Form S-8 of our reports
dated January 22, 1996 (which reports express an unqualified opinion and
include an explanatory paragraph referring to a change in the Company's method
of accounting for income taxes in 1993), appearing in the Annual Report on Form
10-K of the Company for the year ended December 31, 1995.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
July 26, 1996
