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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 10, 1999
RSA SECURITY INC.
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(Exact name of registrant as specified in charter)
Delaware 000-25120 04-2916506
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
36 Crosby Drive, Bedford, MA 01730
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 301-5000
Security Dynamics Technologies, Inc.
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
On July 14, 1999, the Board of Directors of RSA Security Inc. (formerly
known as Security Dynamics Technologies, Inc.) (the "Company") approved the
merger of its wholly owned subsidiary, RSA Data Security, Inc. ("RSA"), with and
into the Company (the "Merger") and the change of the Company's corporate name
to RSA Security Inc. On July 14, 1999, the Board of Directors and the sole
stockholder of RSA approved the Merger by written action. On September 10, 1999,
the Company filed a Certificate of Ownership and Merger with respect to the
Merger with the office of the Secretary of State of the State of Delaware, a
copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
On September 13, 1999, the Company issued a press release relating to the
Merger and the change of the Company's corporate name. The full text of the
Company's press release is filed as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Commencing on September 14, 1999, the Company's Common Stock, which
currently is traded on the Nasdaq National Market under the symbol "SDTI," will
trade under the new symbol "RSAS."
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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2.1 Certificate of Ownership and Merger merging RSA Data Security,
Inc. into Security Dynamics Technologies, Inc., as filed with
the office of the Secretary of State of the State of Delaware
on September 10, 1999.
4.1 Specimen Certificate for shares of Common Stock, $.01 par
value, of the Registrant.
99.1 Press Release dated September 13, 1999 announcing the merger of
RSA Data Security, Inc. into Security Dynamics Technologies,
Inc. and the subsequent change of the corporate name of the
Registrant to RSA Security Inc.
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: September 13, 1999 RSA SECURITY INC.
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(Registrant)
By: /s/ John F. Kennedy
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Name: John F. Kennedy
Title: Chief Financial Officer and
Treasurer
3
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Certificate of Ownership and Merger merging RSA Data Security,
Inc. into Security Dynamics Technologies, Inc., as filed with
the office of the Secretary of State of the State of Delaware
on September 10, 1999.
4.1 Specimen Certificate for shares of Common Stock, $.01 par
value, of the Registrant.
99.1 Press Release dated September 13, 1999 announcing the merger of
RSA Data Security, Inc. into Security Dynamics Technologies,
Inc. and the subsequent change of the corporate name of the
Registrant to RSA Security Inc.
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EXHIBIT 2.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
RSA DATA SECURITY, INC.
INTO
SECURITY DYNAMICS TECHNOLOGIES, INC.
Pursuant to Section 253 of the General Corporation Law of the State of
Delaware, Security Dynamics Technologies, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:
FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.
SECOND: That the Corporation owns all of the outstanding shares of the
capital stock of RSA Data Security, Inc., a Delaware corporation ("RSA").
THIRD: That the Corporation, by the following resolutions of its Board of
Directors, duly adopted at a meeting held on July 14, 1999, determined to merge
RSA into the Corporation and change the Corporation's corporate name to "RSA
Security Inc." on the conditions set forth in such resolutions:
RESOLVED: That the Corporation merge into itself its wholly owned
subsidiary, RSA Data Security, Inc. ("RSA"), and assume all of said subsidiary's
liabilities and obligations; and that upon the effectiveness of such merger, the
Corporation's corporate name be changed to "RSA Security Inc."
RESOLVED: That each of the Chairman of the Board and Chief Executive
Officer and the President of the Corporation be and hereby is authorized and
directed to prepare, execute and file with the Secretary of State of the State
of Delaware a
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Certificate of Ownership and Merger setting forth a copy of the resolutions to
merge RSA into the Corporation and to assume the liabilities and obligations of
said subsidiary and to change the Corporation's corporate name to "RSA Security
Inc." upon the effectiveness of such merger, the execution and filing thereof to
be conclusive evidence of such approval and the authorization therefor by the
Board of Directors of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed and this Certificate of Ownership and Merger to be signed by its
Chairman of the Board and Chief Executive Officer this 10th day of September,
1999.
SECURITY DYNAMICS TECHNOLOGIES, INC.
By: /s/ Charles R. Stuckey, Jr.
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Charles R. Stuckey, Jr.
Chairman of the Board and
Chief Executive Officer
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EXHIBIT 4.1
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
[LOGO]
NUMBER SHARES
RSA
RSA SECURITY INC.
THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR
IN BOSTON, MA OR NEW YORK, NY CERTAIN DEFINITIONS
CUSIP 749719 10 0
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF
RSA Security Inc. transferable on the books of the Corporation in person or by
attorney upon surrender of this Certificate properly endorsed or assigned. This
Certificate and the shares represented hereby are subject to the laws of the
State of Delaware and to the Certificate of Incorporation and the By-laws of the
Corporation as from time to time amended (copies of which are on file with the
Transfer Agent) to all of which the holder by acceptance hereof assents.
This Certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar. IN WITNESS WHEREOF, RSA Security Inc. has
caused its facsimile corporate seal and the facsimile signatures of its
duly authorized officers to be hereunto affixed.
Dated:
[SEAL]
/s/ John F. Kennedy /s/ Charles R. Stuckey, Jr.
Treasurer Chairman of the Board of Directors
Countersigned and Registered:
STATE STREET BANK AND TRUST COMPANY
Transfer Agent and Registrar
By
AUTHORIZED SIGNATURE
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RSA SECURITY INC.
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COM -- as tenants in common UNF GIFT MIN ACT - .............Custodian.............
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act................................
in common (State)
COM PROP -- as community property
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, ______________________________________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
___________________________________ Shares of the capital stock represented by
the within Certificate, and do hereby irrevocably constitute and appoint
_____________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated, ________________________________
__________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED: _______________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
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EXHIBIT 99.1
ANNOUNCING RSA SECURITY INC.
Security Dynamics and RSA Data Security
Unify Under a Single Name and e-Security Strategy
BEDFORD, MASS., SEPTEMBER 13, 1999 -- Security Dynamics Technologies, Inc.
(Nasdaq: SDTI) and RSA Data Security, Inc., a wholly owned subsidiary of
Security Dynamics, today introduced their new corporate name and identity,
culminating an integration strategy to extend their leadership in the e-security
market. The company's new name -- RSA Security Inc. -- reflects the unified
expertise and strategic direction of the organization, and its focus on
delivering premier Internet security solutions for e-business worldwide. RSA
Security will begin trading on the Nasdaq National Market under the ticker
symbol RSAS when the market opens on Tuesday, September 14, 1999.
In conjunction with today's announcement, the company also announced that it has
shipped its full family of RSA Keon(TM) PKI solutions -- a driving force behind
renaming the company. RSA Keon software components are the first products to
combine the expertise of the entire organization, from public key technology and
user authentication to large systems scalability and management. (See today's
announcement, "RSA Security Ships Full Line of RSA Keon 5.0 PKI Products")
"Today, virtually all e-business and communication on the Internet are secured
using RSA Security technology," said Chuck Stuckey, chairman and CEO of RSA
Security Inc. "RSA Security's products form the e-security foundation for
thousands of companies and millions of users. Now under a single brand, these
products help organizations securely and confidently conduct business over the
Internet, and bring trust to today's new online economy."
A PROVEN HERITAGE IN E-SECURITY
For nearly two decades, RSA Security has been delivering reliable, proven
e-business security solutions and technologies. Dedicated to innovation and
interoperability, RSA Security is
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renowned for delivering the technologies, products and services that help secure
business-to-business commerce and Web-based applications. Today, RSA Security is
focused on three core disciplines of e-security - authentication, encryption and
public key infrastructure.
RSA SECURID AUTHENTICATION
RSA Security's family of RSA SecurID(R) strong authentication products is used
by more than five million individuals to protect information, addressing the
important need for easy, hacker-proof user authentication both inside and
outside the corporate network. These same products are emerging as a leading
solution for e-business and portals, including securities trading and banking
applications, to protect against external attack and fraudulent activity. RSA
SecurID two-factor authentication is a natural complement to digital certificate
solutions, such as the RSA Keon family, as well as other high-value e-business
systems.
RSA BSAFE ENCRYPTION
The company's RSA BSAFE(R) line of encryption-based security technologies is
used by commercial software vendors and in-house developers to secure
applications for e-commerce and services over the Internet, enterprise security,
wireless communications, digital cable television and other uses. Software
applications built with RSA BSAFE software are inherently ready for use with
leading PKI solutions like the RSA Keon family. RSA Security encryption
technology is one of the most pervasive software technologies in the world, with
more than 450 million copies installed worldwide, and provides a security
foundation for the RSA SecurID and RSA Keon lines. Both RSA BSAFE and RSA
SecurID are considered de facto standards worldwide.
RSA KEON PUBLIC KEY INFRASTRUCTURE
RSA Security now offers its customers the RSA Keon family of PKI products that
enable, manage and simplify public key authentication and encryption security in
today's leading email, Web browser, Web server and VPN applications. The RSA
Keon line includes options for desktop file encryption, RSA SecurID strong
authentication and the ability to adapt existing non-PKI applications to gain
RSA Keon security and management benefits. Elements of RSA Keon are also
available on an OEM basis, allowing application developers to build core
certificate
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management benefits into new applications. RSA BSAFE tools are a natural
complement for developers using RSA Keon products.
CORPORATE FOUNDATIONS
RSA Security has combined the management structure of Security Dynamics and RSA
Data Security into a tightly integrated team, with heads of sales dedicated to
meeting the individual needs of both corporate and developer markets, unified
marketing and engineering organizations, and a tight linkage within customer and
professional services to serve customers developing solutions, deploying
solutions or both. In addition, all of RSA Security's partnership programs,
including RSA Keon Ready, RSA SecurID Ready and RSA Secure, have been united
under the new RSA Secured(TM) Partner Program. (See today's announcement, "RSA
Security Integrates Partner Programs")
RSA Data Security was acquired by Security Dynamics in July 1996. At that time,
both Jim Bidzos and Chuck Stuckey had managed their respective companies for
more than a decade, established their companies as the undisputed leaders in
their marketplaces, and both had led their companies through several phases of
growth from start-ups to strong businesses. In the newly combined company, Chuck
Stuckey is CEO and Chairman, and Jim Bidzos is Vice Chairman. As part of its
integration strategy to become RSA Security, the company earlier this year named
Art Coviello president, responsible for the operations of the entire
organization.
In conjunction with the legal restructuring and promotional activity surrounding
the name change, the company expects to incur one-time charges in the third and
fourth quarters of 1999, in the amount of approximately $6 million and $6
million, respectively.
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ABOUT RSA SECURITY INC.
RSA Security Inc., The Most Trusted Name in e-Security(TM), helps organizations
build secure, trusted foundations for e-businesses through its RSA SecurID
two-factor authentication, RSA BSAFE encryption and RSA Keon public key
management systems. As the global integration of Security Dynamics and RSA Data
Security, RSA Security has the proven leadership, innovative technology and
systems experience to address the changing security needs of e-business and
bring trust to the new, online economy. RSA Security can be reached at
WWW.RSASECURITY.COM.
# # #
BSAFE and SecurID are registered trademarks, and Keon, RSA, RSA Secured and The
Most Trusted Name in e-Security are trademarks of RSA Security Inc. All other
products and services mentioned are trademarks of their respective companies.
