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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RSA SECURITY INC.
| 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) | |
AMENDED AND RESTATED 1998 NON-OFFICER EMPLOYEE
ARTHUR W. COVIELLO, JR.
(781) 301-5000
CALCULATION OF REGISTRATION FEE
| Title of Securities | Amount | Proposed Maximum | Proposed Maximum | Amount of | ||||
| to be | to be | Offering | Aggregate Offering | Registration | ||||
| Registered | Registered | Price Per Share | Price | Fee | ||||
| Common Stock, $.01 par value | 4,432,072 shares | $59.38(1) | $263,176,435(1) | $69,479 | ||||
| (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 August 28, 2000 in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933. |
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 Amended and Restated 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, Assistant General Counsel of the Registrant. Ms. Leach owns options to purchase an aggregate of 13,000 shares of Common Stock, which become exercisable in periodic installments through February 2004.
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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 August 31, 2000.
| RSA SECURITY INC. |
| By: | /s/ ARTHUR W. COVIELLO, JR. |
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| Arthur W. Coviello, Jr. | |
| President 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.
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 | ||
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/s/ ARTHUR W. COVIELLO, JR. Arthur W. Coviello, Jr. |
President, Chief Executive Officer and Director (Principal Executive Officer) | August 31, 2000 | ||
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/s/ JOHN F. KENNEDY John F. Kennedy |
Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) | August 31, 2000 | ||
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/s/ CHARLES R. STUCKEY, JR. Charles R. Stuckey, Jr. |
Chairman of the Board of Directors | August 31, 2000 | ||
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/s/ ROBERT P. BADAVAS Robert P. Badavas |
Director | August 31, 2000 | ||
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/s/ D. JAMES BIDZOS D. James Bidzos |
Director | August 31, 2000 | ||
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/s/ RICHARD L. EARNEST Richard L. Earnest |
Director | August 31, 2000 | ||
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/s/ TAHER ELGAMAL Taher Elgamal |
Director | August 31, 2000 | ||
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/s/ JOSEPH B. LASSITER, III Joseph B. Lassiter, III |
Director | August 31, 2000 | ||
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James K. Sims |
Director |
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EXHIBIT INDEX
| Exhibit | ||||
| Number | Description | |||
| 4.1 | Specimen Certificate for shares of Common Stock, $.01 par value, of the Registrant | |||
| 5.1 | Opinion of Kathryn L. Leach, Esq. | |||
| 23.1 | Consent of Deloitte & Touche LLP | |||
| 23.2 | Consent of Kathryn L. Leach, Esq. (included in Exhibit 5.1) | |||
| 24.1 | Power of Attorney (included in the signature pages of this Registration Statement) | |||
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