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Registration No. 333-____________
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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
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 668,994 $40.03125(1) $26,780,666(1) $7,071
value shares
- --------------------------------------------------------------------------------
</TABLE>
(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 December 7, 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 validity of the Common Stock offered hereby will be passed
upon for the Registrant by Kathryn L. Leach, Associate General Counsel
of the Registrant. Ms. Leach owns options to purchase an aggregate of
8,000 shares of Common Stock, which become exercisable in periodic
installments through October 2003.
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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 December 10, 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.
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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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles R. Stuckey, Jr. Chairman of the Board of December 10, 1999
- ------------------------------------- Directors and Chief Executive
Charles R. Stuckey, Jr. Officer (Principal
Executive Officer)
/s/ John F. Kennedy Senior Vice President and Chief December 10, 1999
- ------------------------------------- Financial Officer (Principal
John F. Kennedy Financial and Accounting Officer)
/s/ Arthur W. Coviello, Jr. President and Director December 10, 1999
- -------------------------------------
Arthur W. Coviello, Jr.
/s/ D. James Bidzos Director December 10, 1999
- -------------------------------------
D. James Bidzos
/s/ Richard L. Earnest Director December 10, 1999
- -------------------------------------
Richard L. Earnest
/s/ Taher Elgamal Director December 10, 1999
- -------------------------------------
Taher Elgamal
/s/ Joseph B. Lassiter, III Director December 10, 1999
- -------------------------------------
Joseph B. Lassiter, III
/s/ George M. Middlemas Director December 10, 1999
- -------------------------------------
George M. Middlemas
/s/ James K. Sims Director December 10, 1999
- -------------------------------------
James K. Sims
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
- -------- -----------
5 Opinion of Kathryn L. Leach, Esq.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Kathryn L. Leach, Esq. (included in Exhibit 5)
24 Power of Attorney (included in the signature pages of this
Registration Statement)
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EXHIBIT 5
December 10, 1999
RSA Security Inc.
36 Crosby Drive
Bedford, Massachusetts 01730
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
I am Associate General Counsel of RSA Security Inc., a Delaware
corporation (the "Company"), and am issuing this opinion in connection with the
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission (the "Commission") for
the purpose of registering with the Commission under the Securities Act of 1933,
as amended (the "Securities Act"), 668,994 shares of common stock of the
Company, par value $.01 per share (the "Shares"), issuable upon the exercise of
options granted under the the Company's 1998 Non-Officer Employee Stock
Incentive Plan, as amended (the "Plan"). In this connection, I have examined and
am familiar with originals or copies, certified or otherwise identified to my
satisfaction, of (i) the Registration Statement, (ii) the Plan, (iii) the Third
Restated Certificate of Incorporation and the Amended and Restated By-laws of
the Company, as amended, each as currently in effect, (iv) certain resolutions
adopted by the Board of Directors of the Company relating to the issuance of the
Shares and certain related matters and (v) such other documents, certificates
and records as I have deemed necessary or appropriate as a basis for the
opinions set forth herein. In such examination, I have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to me as originals, the conformity to original documents
of all documents submitted to me as certified, conformed or photostatic copies
and the authenticity of the originals of such copies. I also assume that
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. As to any facts material to the
opinions expressed herein that I have not independently established or verified,
I have relied upon statements and representations of officers and other
representatives of the Company and others.
I am admitted to the Bar of the Commonwealth of Massachusetts and do
not purport to be an expert on, or express any opinion concerning, any law other
than the substantive law of the Commonwealth of Massachusetts.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized for issuance and, when the Shares have been
paid for and certificates therefor have been issued and delivered upon exercise
of options in accordance with the terms of the Plan
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as contemplated by the Registration Statement, the Shares will be validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.
This opinion is furnished by me, as counsel to the Company, in
connection with the filing of the Registration Statement and, except as provided
in the immediately preceding paragraph, is not to be used, circulated, quoted
for any other purpose or otherwise referred to or relied upon by any other
person without the express written permission of the Company.
Very truly yours,
/s/ Kathryn L. Leach
-----------------------------------
Kathryn L. Leach
Associate General Counsel
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
RSA Security Inc. (formerly known as 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
December 10, 1999
