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As filed with the Securities and Exchange Commission on July 16, 1998
Registration Statement No. 333-34241
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SECURITY DYNAMICS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 04-2916506
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
20 CROSBY DRIVE
BEDFORD, MASSACHUSETTS 01730
(781) 687-7000
(Address, including zip code, and
telephone number, including area code,
of registrant's principal
executive offices)
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CHARLES R. STUCKEY, JR.
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
SECURITY DYNAMICS TECHNOLOGIES, INC.
20 CROSBY DRIVE
BEDFORD, MASSACHUSETTS 01730
(781) 687-7000
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
HAL J. LEIBOWITZ, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: NOT APPLICABLE
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] 333-________.
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] 333-__________.
If delivery of the Prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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EXPLANATORY NOTE:
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Pursuant to a Registration Statement on Form S-3, as amended (File
No. 333-34241) (the "Registration Statement"), Security Dynamics Technologies,
Inc. (the "Company") registered an aggregate of 396,387 shares of Common Stock,
$.01 par value per share (the "Common Stock"), of the Company held by certain
stockholders of the Company (the "Shares").
The offering of the Shares terminated on July 15, 1998. An aggregate of
138,543 Shares were sold in the offering. Accordingly, this Post-Effective
Amendment No. 2 to Registration Statement is being filed for the purpose of
deregistering the remaining 257,844 Shares which were not sold in the offering.
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SIGNATURE
Pursuant to Rule 478 promulgated under the Securities Act of 1933, as
amended, the Registrant duly caused this Post-Effective Amendment No. 2 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Bedford, Commonwealth of Massachusetts on the
16th day of July, 1998.
SECURITY DYNAMICS TECHNOLOGIES, INC.
By: /s/ Marian G. O'Leary
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Marian G. O'Leary
Senior Vice President, Finance,
Chief Financial Officer and Treasurer
