-----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, D7tDu+cfFMjIzsQL7fActsfO/Q6bM2Af1FE8Lse7OB/F1IwnpHLN8DMwQk2MRUwX YbR11VbWGyQf2a2n9NXEVw== 0000950135-99-004994.txt : 19991105 0000950135-99-004994.hdr.sgml : 19991105 ACCESSION NUMBER: 0000950135-99-004994 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991104 EFFECTIVENESS DATE: 19991104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RSA SECURITY 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: S-8 SEC ACT: SEC FILE NUMBER: 333-90299 FILM NUMBER: 99740929 BUSINESS ADDRESS: STREET 1: 36 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 7813015000 MAIL ADDRESS: STREET 1: 36 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: SECURITY DYNAMICS TECHNOLOGIES INC /DE/ DATE OF NAME CHANGE: 19941027 S-8 1 RSA SECURITY INC. 1 As filed with the Securities and Exchange Commission on November 4, 1999 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) 2
CALCULATION OF REGISTRATION FEE ===================================================================================================== 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 - ----------------------------------------------------------------------------------------------------- Common Stock, $.01 par 250,000 value shares $33.1875(1) $8,296,875(1) $2,307 =====================================================================================================
(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. ================================================================================ 3 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 4 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 5 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 --------- ----- ---- /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
3 6 EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 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)
4 EX-5 2 OPINION & CONSENT OF HALE & DORR LLP 1 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 2 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 EX-23.2 3 CONSENT OF DELOITTE & TOUCHE LLP 1 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 -----END PRIVACY-ENHANCED MESSAGE-----