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As filed with the Securities and Exchange Commission on November 4, 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
RSA SECURITY 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.
RSA SECURITY 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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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum 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, $.01 par 250,000
value shares $33.1875(1) $8,296,875(1) $2,307
=====================================================================================================
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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 October 28, 1999 in accordance
with Rules 457(c) and 457(h) under the Securities Act of 1933.
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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, as amended.
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 Registrant 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 November 4, 1999.
RSA SECURITY 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 RSA Security Inc. hereby
severally constitute Charles R. Stuckey, Jr., Arthur W. Coviello, Jr. 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 RSA Security 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.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles R. Stuckey, Jr. Chairman of the Board of November 3, 1999
- ------------------------------------ Directors and Chief
Charles R. Stuckey, Jr. Executive Officer (Principal
Executive Officer)
/s/ John F. Kennedy Senior Vice President and November 4, 1999
- ------------------------------------ Chief Financial Officer
John F. Kennedy (Principal Financial
and Accounting Officer)
Director
- ------------------------------------
D. James Bidzos
/s/ Arthur W. Coviello, Jr. Director November 4, 1999
- ------------------------------------
Arthur W. Coviello, Jr.
/s/ Richard L. Earnest Director November 4, 1999
- ------------------------------------
Richard L. Earnest
/s/ Taher Elgamal Director November 4, 1999
- ------------------------------------
Taher Elgamal
/S/ Joseph B. Lassiter, III Director November 4, 1999
- ------------------------------------
Joseph B. Lassiter, III
/s/ George M. Middlemas Director November 4, 1999
- ------------------------------------
George M. Middlemas
Director
- ------------------------------------
James K. Sims
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
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 Current Report on Form 8-K filed on September 13, 1999
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)
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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
November 4, 1999
RSA Security Inc.
36 Crosby Drive
Bedford, Massachusetts 01730
Re: 1998 Non-Officer Employee Stock Incentive Plan, as amended
----------------------------------------------------------
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 250,000 shares of Common Stock, $.01 par value per
share (the "Shares"), of RSA Security 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.
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
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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
----------------------------------
HALE AND DORR LLP
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EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the Registration
Statement of RSA Security Inc. (formerly Security Dynamics Technologies, Inc.)
(the "Company") on Form S-8 of our reports dated January 27, 1999 (which report
on the consolidated financial statements of Security Dynamics Technologies, Inc.
expresses an unqualified opinion, refers to the restatement of the consolidated
financial statements for a pooling of interests in 1998, and includes an
explanatory paragraph referring to 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
November 3, 1999
