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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT ON FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 26, 1996
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Security Dynamics Technologies, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-25120 04-2916506
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(Commission File Number) (I.R.S. Employer Identification No.)
20 Crosby Drive, Bedford, Massachusetts 01730
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(Address of Principal Executive Offices) (Zip Code)
(617) 687-7000
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(Registrant's Telephone Number, Including Area Code)
One Alewife Center, Cambridge, Massachusetts 02140
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(Former Name or Former Address, if Changed Since Last Report)
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This Amendment No. 1 on Form 8-K/A amends and restates Item 2 of the
Current Report on Form 8-K filed with the Securities and Exchange Commission on
July 30, 1996, by Security Dynamics Technologies, Inc., a Delaware corporation
(the "Company").
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On July 26, 1996 (the "Effective Date"), Security Dynamics Technologies,
Inc. (the "Company") completed its acquisition of RSA Data Security, Inc.
("RSA") pursuant to an Agreement and Plan of Merger, dated as of April 14, 1996
(the "Merger Agreement"), among the Company, RSA and Card-Key Inc., a
wholly-owned subsidiary of the Company (the "Merger Subsidiary").
Pursuant to the Merger Agreement, the Merger Subsidiary was merged with and
into RSA (the "Merger") on the Effective Date, whereupon RSA became a
wholly-owned subsidiary of the Company. At that time, each outstanding share of
capital stock (the "RSA Stock") of RSA (other than shares of RSA Stock owned
beneficially by the Company or the Merger Subsidiary, shares of RSA Stock for
which demands for appraisal under the Delaware General Corporation Law were duly
and timely delivered and shares of RSA Stock held in RSA's treasury) was
converted into the right to receive 0.83056 shares of Common Stock of the
Company (the "Conversion Ratio"). The Conversion Ratio was determined by
dividing 4,000,000 by the sum of (i) the number of shares of RSA Stock issued
and outstanding immediately prior to the Effective Date (other than shares of
RSA Stock held in RSA's treasury) and (ii) the number of shares of RSA Stock
issuable upon exercise of all options to purchase RSA Stock issued by RSA
pursuant to its 1987 Stock Option Plan (the "RSA Options"). Each outstanding RSA
Option was converted into an option to purchase a number of shares of Common
Stock of the Company determined by multiplying the number of shares subject to
the RSA Option by the Conversion Ratio (rounded down to the next lowest whole
number of shares) at an exercise price equal to the exercise price of such RSA
Option divided by the Conversion Ratio (rounded up to the next highest cent).
Based upon the capitalization of the Company as of the Effective Date, the
3,341,539 shares of Common Stock of the Company issued to the holders of RSA
Stock represent approximately 19.6% of the outstanding shares of Common Stock
of the Company. On July 26, 1996, the last reported sale price per share of the
Common Stock of the Company on the Nasdaq National Market was $64.625.
The Company, RSA and representatives of RSA stockholders and optionholders
have entered into an Escrow Agreement providing, among other things, that 12.5%
of the Common Stock of the Company received by RSA stockholders and
optionholders in the Merger will be held in escrow to reimburse the Company in
connection with breaches of representations, warranties or covenants made by RSA
in the Merger Agreement and in connection with certain identified litigation.
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Prior to the Merger, RSA developed, marketed and supported cryptographic
and electronic data security products and provided cryptographic consulting
services. The Company currently intends to continue RSA's business substantially
in the manner conducted by RSA immediately prior to the Merger.
The issuance of shares of Common Stock of the Company in connection with
the Merger was approved by the Board of Directors and the stockholders of the
Company, and the Merger Agreement and the Merger were approved by the Board of
Directors and the stockholders of RSA. The terms of the Merger Agreement and the
Merger were determined on the basis of arm's-length negotiations. Prior to the
execution of the Merger Agreement, neither the Company nor any of its
affiliates, nor any director or officer of the Company or any associate of any
such director or officer, had any material relationship with RSA.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Merger Agreement which is filed as Exhibit 2 to this Current Report on Form 8-K
and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 6, 1996 SECURITY DYNAMICS TECHNOLOGIES, INC.
(Registrant)
/s/ Charles R. Stuckey, Jr.
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By: Charles R. Stuckey, Jr.
Chairman of the Board, President
and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
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2* Agreement and Plan of Merger, dated
as of April 14, 1996, among the
Company, RSA and the Merger Subsidiary
23 Consent of Ernst & Young LLP
99.1** Press Release issued July 26, 1996
99.2** Consolidated Financial Statement of RSA.
99.3** Pro Forma Financial Information of SDI and RSA.
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* Incorporated by reference from the Registration Statement on
Form S-4 (File No. 333-7265) of the Company.
** Previously filed as an exhibit to the Company's Current Report on
Form 8-K dated July 30, 1996.
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Exhibit 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Form 8-K/A
of Security Dynamics Technologies, Inc. of our report dated April 8,
1996 with respect to the financial statements of RSA Data Security,
Inc. included in the Registration Statement (Form S-4 No. 333-7265)
of Security Dynamics Technologies, Inc.
/s/ ERNST & YOUNG LLP
Palo Alto, California
August 2, 1996
