SECURITY DYNAMICS TECHNOLOGIES INC /DE/
8-K, 1998-04-03
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of Earliest Event Reported):   April 2, 1998
                                                 ------------------------------


                      Security Dynamics Technologies, Inc.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



                                    Delaware
               --------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


         0-25120                                      04-2916506
- ------------------------                  --------------------------------------
(Commission File Number)                   (I.R.S. Employer Identification No.)


20 Crosby Drive
Bedford, Massachusetts                                    01730
- ----------------------------------------               -----------
(Address of Principal Executive Offices)                (Zip Code)



                                 (781) 687-7000
               --------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
          ------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



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ITEM 5. OTHER EVENTS.

     On April 2, 1998, Security Dynamics Technologies, Inc. (the "Company")
announced that results for the first quarter of 1998 will fall short of the
Company's operating plan. Excluding the results of the acquisition of Intrusion
Detection Inc., which was completed during the quarter, the Company expects to
report that revenue for the first quarter increased 37% to approximately $39
million, from $28.4 million for the first quarter of 1997. Excluding the
acquisition and related non-recurring items, earnings for the quarter are
expected to increase 17% to approximately $0.14 per share, compared to $0.12 per
share for the same period in 1997.

     The full text of the Company's press release is filed as Exhibit 99 to this
Current Report on Form 8-K and is incorporated herein by reference.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


     (c)  Exhibits.


          Exhibit No.            Description
          -----------            -----------

              99                 Press Release





                                      -2-
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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: April 3, 1998                   SECURITY DYNAMICS TECHNOLOGIES, INC.
                                      ------------------------------------------
                                                  (Registrant)



                                      By: /s/ Marian G. O'Leary
                                          --------------------------------------
                                          Marian G. O'Leary
                                          Senior Vice President, Finance
                                          Chief Financial Officer and Treasurer




                                       -3-

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                                  EXHIBIT INDEX



Exhibit No.                         Description
- -----------                         -----------

     99                             Press Release




<PAGE>   1


                                                                      EXHIBIT 99



Security Dynamics Expects Lower First Quarter Results

BEDFORD, Mass., April 2 -- Security Dynamics Technologies, Inc. (Nasdaq: SDTI)
today announced that results for the first quarter of 1998 will fall short of
the Company's operating plan. Excluding the results of the acquisition of
Intrusion Detection Inc., which was completed during the quarter, Security
Dynamics expects to report that revenue for the first quarter increased 37% to
approximately $39 million, from $28.4 million for the first quarter of 1997.
Excluding the acquisition and related non-recurring items, earnings for the
quarter are expected to increase 17% to approximately $0.14 per share, compared
to $0.12 per share for the same period in 1997. Security Dynamics plans to
announce its first quarter financial results on Tuesday, April 21, 1998.

While the Company's results for the quarter are preliminary and require further
analysis, the Company believes the primary reason for the shortfall was its
failure to close certain sales that had been expected for the quarter.

"As a result of the shortfall, we will need to perform further analysis to
determine whether any adjustments to our business plan need to be made for the
balance of 1998," said Charles R. Stuckey, Jr., chairman, president and CEO of
Security Dynamics.

Security Dynamics is a leading provider of enterprise network and data security
solutions that help companies conduct business securely, protect corporate
information assets and facilitate business-to-business electronic commerce. With
more than 2.5 million users of its SecurID(R) authentication technology,
Security Dynamics is the world leader in two-factor user identification and
authentication. RSA Data Security, Inc., a wholly owned subsidiary of Security
Dynamics, is a leading supplier of software components that secure electronic
data, with more than 300 million of copies of RSA encryption and authentication
software and technologies installed worldwide. RSA technologies are part of
existing and proposed standards for the Internet and World Wide Web, ISO, ITU-T,
ANSI, IEEE, and business, financial and electronic commerce networks around the
globe. Security Dynamics and RSA can be found on the World Wide Web at
http://www.securitydynamics.com/ and http://www.rsa.com/, respectively.

NOTE: SecurID is a registered trademark of Security Dynamics Technologies, Inc.
All other products and service names mentioned herein are trademarks of their
respective owners.




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