-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L/nN+asr80Q/6/7o5AlWM0jWH0KOk/vnIgWTMygSeEpmfB8Dy2qiscye0PUcTffh 96gTo1DY/zKn64awosADNQ== 0000950135-99-000112.txt : 19990114 0000950135-99-000112.hdr.sgml : 19990114 ACCESSION NUMBER: 0000950135-99-000112 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY DYNAMICS TECHNOLOGIES INC /DE/ CENTRAL INDEX KEY: 0000932064 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 042916506 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-49949 FILM NUMBER: 99505380 BUSINESS ADDRESS: STREET 1: 20 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6176877000 MAIL ADDRESS: STREET 1: 20 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 424B3 1 SECURITY DYNAMICS 1 Filed pursuant to Rule 424(b)(3) Registration Number 333-49949 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 27, 1998 784,342 Shares SECURITY DYNAMICS TECHNOLOGIES, INC. Common Stock --------------------- Set forth in this Prospectus Supplement is information concerning the Selling Stockholders that supersedes and replaces the information set forth under the caption "The Selling Stockholders" in the Prospectus dated May 27, 1998 (the "Prospectus"). Capitalized terms used and not defined herein shall have the meanings set forth in the Prospectus. ---------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------- The date of this Prospectus Supplement is January 13, 1999 2 THE SELLING STOCKHOLDERS The Shares were originally issued in the aggregate to Robert L. Kane and Lillian Kane on March 26, 1998 (the "Effective Date") in connection with the IDI Acquisition. On October 8, 1998, Lillian Kane transferred an aggregate of 56,473 Shares to Dynamic Investment Co. L.P., a limited partnership of which Ms. Kane and her husband are the general partners and members of her family are the limited partners. Robert L. Kane served as Chief Executive Officer and principal stockholder of IDI until its acquisition by the Company in March 1998. Since March 1998, Mr. Kane has served as Vice President - Technical Marketing of the Company. Lillian Kane is Robert L. Kane's mother. The following table sets forth certain information regarding the beneficial ownership of shares of Common Stock as of the Effective Date and December 31, 1998, and as adjusted to reflect the assumed sale of all of the shares of Common Stock offered hereby by each of the Selling Stockholders.
Number of Number of Number of Shares of Shares of Shares of Common Stock Number of Common Common Stock Beneficially Shares of Stock to be Beneficially Owned as of Common Beneficially Name of Owned Prior to December 31, Stock Being Owned After Selling Stockholder Offering 1998 Offered Offering - ---------------------------- ------------------ ------------------ --------------- ----------- Robert L. Kane 705,908 481,594(1) 705,908 375,000(2) Lillian Kane 78,434 78,434(3) 78,434(3) 0 Dynamic Investment Co. L.P. 0 56,473 56,473 0
- -------------------- (1) Includes 350,000 shares which may be acquired pursuant to stock options exercisable within 60 days after December 31, 1998, none of which shares are offered hereby. (2) Consists of 375,000 shares which may be acquired pursuant to stock options exercisable within 60 days after March 26, 1999 (the scheduled completion date of the Offering), none of which shares are offered hereby. (3) Includes 56,473 shares held by Dynamic Investment Co. L.P., a limited partnership of which Ms. Kane and her husband are the general partners and members of her family are the limited partners. -2- 3 =============================================================================== NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY AND THEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION OF AN OFFER WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY OFFER OR SALE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, RESPECTIVELY. --------------- TABLE OF CONTENTS Page ---- The Selling Stockholders..................... 2 --------------- =============================================================================== SECURITY DYNAMICS TECHNOLOGIES, INC. 784,342 SHARES COMMON STOCK -------------- PROSPECTUS SUPPLEMENT -------------- JANUARY 13, 1999 =============================================================================== -----END PRIVACY-ENHANCED MESSAGE-----