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Rainbow Technologies Inc – ‘SC 13D’ on 10/30/03 re: Safenet Inc

On:  Thursday, 10/30/03, at 5:20pm ET   ·   Accession #:  950149-3-2453   ·   File #:  5-49780

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/30/03  Rainbow Technologies Inc          SC 13D                 1:58K  Safenet Inc                       Bowne - San Francisco/FA

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership           HTML     62K 

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SCHEDULE 13D

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)

SECURITIES AND EXCHANGE COMMISSION

Under the Securities Exchange Act of 1934

SAFENET, INC.

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

78645R107
(CUSIP Number)

Walter W. Straub
Rainbow Technologies, Inc.
50 Technology Drive
Irvine, California 92618
(949) 450-7300

Copies to:

Steve L. Camahort
Wilson Sonsini Goodrich & Rosati, Professional Corporation
One Market
Spear Tower, Suite 3300
San Francisco, CA 94105
(415) 947-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)

October 22, 2003
(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [  ]

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     NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

     *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1. Security and Issuer.

     This statement relates to the common stock, par value $0.01 per share (the “SafeNet Common Stock”), of SafeNet, Inc., a Delaware corporation (“SafeNet”). The principal executive offices of SafeNet are located at 8029 Corporate Drive, Baltimore, Maryland 21236.

Item 2. Identity and Background.

     The name of the corporation filing this statement is Rainbow Technologies, Inc., a Delaware corporation (“Rainbow”). Rainbow is a global provider of Information Technology security solutions. Rainbow’s principal business address is 50 Technology Drive, Irvine, California 92618. The address of Rainbow’s executive offices is the same as the address of its principal business.

     Set forth on Schedule A is the name of each of the directors and executive officers of Rainbow along with the present principal occupation or employment of such directors and executive officers and the name, principal business and address of any corporation or other organization in which such employment is conducted, as of the date hereof to Rainbow’s knowledge. To Rainbow’s knowledge, each of the individuals identified on Schedule A is a citizen of the United States.

     During the last five years neither Rainbow nor, to the best of Rainbow’s knowledge, any of the other individuals referred to in Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     During the last five years neither Rainbow nor, to the best of Rainbow’s knowledge, any of the other individuals referred to in Schedule A was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future

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violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

     Pursuant to an Agreement and Plan of Reorganization, dated as of October 22, 2003 (the “Merger Agreement”), by and among SafeNet, Ravens Acquisition Corp., a Delaware corporation and wholly owned subsidiary of SafeNet (“Merger Sub”), and Rainbow, and subject to the conditions set forth therein (including approval by stockholders of SafeNet and Rainbow), Merger Sub will merge with and into Rainbow (the “Merger”) with Rainbow as the surviving corporation of the Merger (the “Surviving Corporation”), and Rainbow will become a wholly owned subsidiary of SafeNet.

     As a condition and inducement for Rainbow to enter into the Merger Agreement and in consideration thereof, certain stockholders of SafeNet entered into individual voting agreements with Rainbow (collectively the “SafeNet Voting Agreements”) whereby each such stockholder (collectively, the “SafeNet Voting Agreement Stockholders”) agreed, severally and not jointly, to vote all of the shares of SafeNet Common Stock beneficially owned by such SafeNet Voting Agreement Stockholder at any SafeNet stockholders meeting (i) in favor of the issuance of shares of SafeNet Common Stock pursuant to the Merger Agreement, (ii) against any Parent Acquisition Proposal (as defined in the Merger Agreement), and (iii) against any change in a majority of the members of the Board of Directors of SafeNet. Rainbow did not pay any consideration to any SafeNet Voting Agreement Stockholder in connection with the execution and delivery of the SafeNet Voting Agreements.

     References to, and descriptions of, the Merger and the Merger Agreement as set forth in this Schedule 13D are qualified in their entirety by reference to the Merger Agreement included as Exhibit 2.1 to the Form 8-K filed by Rainbow on October 24, 2003.

     References to, and descriptions of, the SafeNet Voting Agreements as set forth in this Schedule 13D are qualified in their entirety by reference to the form of the SafeNet Voting Agreement included as Exhibit 99.2 to the Form 8-K filed by Rainbow on October 24, 2003.

Item 4. Purpose of Transaction.

     (a)  Not applicable.

     (b)  The information set forth in Item 3 is incorporated by reference herein.

     As described in Item 3 above, this statement relates to the Merger of Merger Sub with and into Rainbow in a statutory merger pursuant to the applicable provisions of Delaware law. At the effective time of the Merger (the “Effective Time”), the separate existence of Merger Sub will cease and Rainbow will continue as the Surviving

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Corporation and as a wholly owned subsidiary of SafeNet. Each holder of outstanding common stock of Rainbow, par value $0.001 per share (“Rainbow Common Stock”) will receive, in exchange for each share of Rainbow Common Stock held by such holder, 0.374 of a share of SafeNet Common Stock (the “Exchange Ratio”). SafeNet will assume outstanding options to purchase Rainbow Common Stock under Rainbow’s stock option plans.

     Pursuant to the SafeNet Voting Agreements, the SafeNet Voting Agreement Stockholders agreed, severally and not jointly, to vote all of the shares of SafeNet Common Stock beneficially owned by such SafeNet Voting Agreement Stockholder at any SafeNet stockholders meeting (i) in favor of the issuance of shares of SafeNet Common Stock pursuant to the Merger Agreement, (ii) against any Parent Acquisition Proposal (as defined in the Merger Agreement), and (iii) against any change in a majority of the members of the Board of Directors of SafeNet. A SafeNet Voting Agreement terminates upon the earlier to occur of (i) the date upon which the Merger Agreement is terminated, or (ii) the Effective Time.

     The purpose of the transactions under the SafeNet Voting Agreements is to enable SafeNet and Rainbow to consummate the transactions contemplated under the Merger Agreement.

     (c)  Not applicable.

     (d)  Pursuant to the Merger Agreement, Walter W. Straub and Arthur L. Money, who are currently directors of Rainbow, will be appointed to the SafeNet board of directors.

     (e)  Other than as a result of the Merger described in Item 3 above, not applicable.

     (f)-(j) Not applicable.

     References to, and descriptions of, the Merger and the Merger Agreement as set forth in this Schedule 13D are qualified in their entirety by reference to the Merger Agreement included as Exhibit 2.1 to the Form 8-K filed by Rainbow on October 24, 2003.

     References to, and descriptions of, the SafeNet Voting Agreements as set forth in this Schedule 13D are qualified in their entirety by reference to the form of the SafeNet Voting Agreement included as Exhibit 99.2 to the Form 8-K filed by Rainbow on October 24, 2003.

Item 5. Interest in Securities of the Issuer.

     (a)-(b) The information set forth and incorporated by reference in Items 3 and 4 is incorporated by reference herein.

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     As a result of the SafeNet Voting Agreements, Rainbow may be deemed to be the beneficial owner of at least 1,643,582 shares of SafeNet Common Stock. Such SafeNet Common Stock constitutes approximately 11.7% of the issued and outstanding shares of SafeNet Common Stock based on the number of shares of SafeNet Common Stock outstanding as of October 22, 2003. Rainbow may be deemed to have the shared power to vote such shares with respect to those matters described above. However, Rainbow (i) is not entitled to any rights as a stockholder of SafeNet as to the shares and (ii) disclaims any beneficial ownership of the shares of SafeNet Common Stock which are covered by the SafeNet Voting Agreements.

     To Rainbow’s knowledge, no person listed in Schedule A has an ownership interest in SafeNet.

     Set forth on Schedule B are the names of the stockholders of SafeNet that have entered into a SafeNet Voting Agreement with Rainbow, and their present principal occupation or employment, including the name, principal business and address of any corporation or other organization in which such employment is conducted, to Rainbow’s knowledge.

     (c)  To the knowledge of Rainbow, no transactions in the class of securities reported have been effected during the past sixty days by any person named pursuant to Item 2.

     (d)  To the knowledge of Rainbow, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of SafeNet Common Stock covered by the SafeNet Voting Agreements.

     (e)  Not applicable.

     References to, and descriptions of the SafeNet Voting Agreements as set forth in this Schedule 13D are qualified in their entirety by reference to the copies of the form of SafeNet Voting Agreement included as Exhibit 99.2 to the Form 8-K filed by Rainbow on October 24, 2003.

Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer.

     The information set forth and incorporated by reference in Items 3, 4 and 5 is incorporated by reference herein.

     Other than the Merger Agreement and the exhibits thereto, including the form of SafeNet Voting Agreement described herein, to the knowledge of Rainbow, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 and between such persons and any person with respect to any securities of SafeNet, including but not limited to transfer or voting of any of the securities, finder’s

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fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits.

        The following documents are filed as exhibits:

* Incorporated by reference to the 8-K filed by Rainbow on October 24, 2003.

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SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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Schedule A

DIRECTORS AND EXECUTIVE OFFICERS OF
RAINBOW TECHNOLOGIES, INC.

     The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of Rainbow. Except as indicated below, the address of each such person is c/o Rainbow Technologies, Inc., 50 Technology Drive, Irvine, California 92618. To Rainbow’s knowledge, each of the individuals identified below is a citizen of the United States, other than Shaun Abbott, who is a citizen of Canada.

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Schedule B

     The following table sets forth the name and present principal occupation or employment of each SafeNet stockholder that entered into a voting agreement with Rainbow. Except as indicated below, the business address of each such person is c/o SafeNet, Inc., 8029 Corporate Drive, Baltimore, Maryland 21236.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing		Date		Other Filings
Filed on:		10/30/03
		10/24/03		425,  8-K
		10/22/03		425,  8-K
				List all Filings

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Filing Submission 0000950149-03-002453   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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