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As filed with the Securities and Exchange Commission on April 2, 1999
Registration No. 333-________
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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 Number)
36 CROSBY DRIVE, BEDFORD, MASSACHUSETTS 01730
(Address of Principal Executive Offices) (Zip Code)
1998 NON-OFFICER EMPLOYEE STOCK INCENTIVE PLAN, AS AMENDED
(Full Title of the Plan)
ARTHUR W. COVIELLO, JR.
SECURITY DYNAMICS TECHNOLOGIES, INC.
36 CROSBY DRIVE
BEDFORD, MASSACHUSETTS 01730
(Name and Address of Agent for Service)
(781) 301-5000
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Title of Proposed Maximum Proposed 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, 548,750 $16.875(1) $9,260,157(1) $2,575
$.01 par value shares
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(1) Estimated solely for the purpose of calculating the registration fee,
and based on the average of the high and low prices of the Common
Stock on the Nasdaq National Market on March 26, 1999 in accordance with
Rules 457(c) and 457(h) under the Securities Act of 1933.
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</TABLE>
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the Registrant's 1998 Non-Officer Employee Stock
Incentive Plan, as amended, 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. 333-71075 (the "Initial Registration Statement"), filed by
the Registrant on January 25, 1999, relating to the Registrant's 1998
Non-Officer Employee Stock Incentive Plan.
Item 5 of the Initial Registration Statement is amended and restated in
its entirety as follows:
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock being offered hereby will be
passed upon for the Company by Hale and Dorr LLP, Boston, Massachusetts. A
senior partner of Hale and Dorr LLP beneficially owns approximately 3,300 shares
of the Registrant's Common Stock.
1
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Town of Bedford, Massachusetts on April 2, 1999.
SECURITY DYNAMICS TECHNOLOGIES, INC.
By: /s/ Charles R. Stuckey, Jr.
--------------------------------
Charles R. Stuckey, Jr.
Chairman of the Board 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., Marian G. O'Leary and Hal J. Leibowitz, 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.
2
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Charles R. Stuckey, Jr. Chairman of the Board of April 2, 1999
- ---------------------------- Directors and Chief
Charles R. Stuckey, Jr. Executive Officer (Principal
Executive Officer)
/s/ Marian G. O'Leary Senior Vice President, Finance, April 2, 1999
- ---------------------------- Chief Financial Officer and
Marian G. O'Leary Treasurer (Principal Financial
and Accounting Officer)
/s/ D. James Bidzos Director April 2, 1999
- ----------------------------
D. James Bidzos
Director
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Richard L. Earnest
/s/ Joseph B. Lassiter, III Director April 2, 1999
- ----------------------------
Joseph B. Lassiter, III
/s/ George M. Middlemas Director April 2, 1999
- ----------------------------
George M. Middlemas
/s/ James K. Sims Director April 2, 1999
- ----------------------------
James K. Sims
Director
- ----------------------------
Taher Elgamal
Director
- ----------------------------
Arthur W. Coviello, Jr.
3
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Specimen Certificate of Common Stock, $.01 par value per share,
of the Registrant is incorporated herein by reference to Exhibit
4.1 to the Registrant's Registration Statement on Form S-1, as
amended (File No. 33-85606)
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP, independent auditors
24 Power of Attorney (included in the signature pages of this
Registration Statement)
4
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EXHIBIT 5
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
April 2, 1999
Security Dynamics Technologies, Inc.
36 Crosby Drive
Bedford, Massachusetts 01730
Re: 1998 Non-Officer Employee Stock Incentive Plan, as amended
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Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 548,750 shares of Common Stock, $.01 par value per
share (the "Shares"), of Security Dynamics Technologies, Inc., a Delaware
corporation (the "Company"), issuable under the Company's 1998 Non-Officer
Employee Stock Incentive Plan, as amended (the "Plan").
We have examined the Third Restated Certificate of Incorporation of the
Company, as amended to date, 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, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Plan, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of The Commonwealth of Massachusetts, the Delaware
General Corporation Law statute and the federal laws of the United States of
America.
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Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when the Shares are issued
and paid for in accordance with the terms and conditions of the Plan, the Shares
will be validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein under the caption "Interests of Named Experts and Counsel." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ HALE AND DORR LLP
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HALE AND DORR LLP
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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 27, 1999 (which report on consolidated financial
statements expresses an unqualified opinion and includes explanatory paragraphs
referring to the restatement of the consolidated financial statements for a
pooling of interests in 1998 and a change in the Company's method of accounting
for option grants requiring stockholder approval in 1996), appearing in and
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
April 2, 1999
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