<PAGE>   1
      As filed with the Securities and Exchange Commission June 8, 2001
                          Registration No. 333-_____
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933

                                SAFENET, INC.
              (Exact Name of Registrant as Specified in Charter)

<TABLE>
<S>                                                             <C>
                       Delaware                                             52-1287752
(State of other jurisdiction of incorporation or organization)  (I.R.S Employer Identification No.)
</TABLE>

                             8029 Corporate Drive
                             Baltimore, MD 21236
              (Address of Principal Executive Offices)(Zip Code)

                                SAFENET, INC.
                           2001 OMNIBUS STOCK PLAN
                (FORMERLY 2000 NONQUALIFIED STOCK OPTION PLAN)
                           (Full title of the plan)

                            Mr. Anthony A. Caputo
               Chairman, Chief Executive Officer and President
                                SAFENET, INC.
                             8029 Corporate Drive
                             Baltimore, MD 21236
                                (410) 931-7500
          (Name, address and telephone number of agent for service)

                                  Copies to:
                          Elizabeth R. Hughes, Esq.
                       Venable, Baetjer and Howard, LLP
                              Two Hopkins Plaza
                             Baltimore, MD 21201
                                (410) 244-7608

                       Calculation of Registration Fee

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                                            Proposed
     Titles of                        Proposed Maximum      Maximum
 Securities to be     Amount to be     Offering Price      Aggregate         Amount of
    Registered         Registered       Per Share(1)     Offering Price  Registration Fee
-------------------------------------------------------------------------------------------
<S>                 <C>              <C>               <C>              <C>
Common Stock, $.01
par value            600,000 Shares         $11.11          $6,666,000         $1,667
-------------------------------------------------------------------------------------------
</TABLE>

(1)     Estimated solely for the purposes of calculating the registration fee
        pursuant to Rule 457(c) based upon a price of $11.11. per share which
        was the closing sale price as reported on the Nasdaq National Market
        System on June 6, 2001.

<PAGE>   2


        SafeNet, Inc. (formerly, Information Resources Engineering, Inc.) (the
"Company" or "Registrant"), registered 300,000 shares of its common stock for
issuance under the SafeNet, Inc. 2001 Omnibus Stock Plan (formerly, the
SafeNet, Inc. 2000 Nonqualified Stock Option Plan) (the "Plan") pursuant to a
Registration Statement of Form S-8 that was filed with the Securities and
Exchange Commission and became effective on August 4, 2000 (File No.
333-43062), which Registration Statement is incorporated herein by reference,
and registered an additional 500,000 shares of its common stock for issuance
under the Plan pursuant to a Registration Statement of Form S-8 that was filed
with the Securities and Exchange Commission and became effective on November
28, 2000 (File No. 333-50772), which Registration Statement is incorporated
herein by reference

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the Securities and Exchange
Commission ("SEC") are incorporated by reference in this Prospectus:

-   Annual Report on Form 10-K for the fiscal year ended December 31, 2000;

-   Quarterly Report on Form 10-Q for the quarterly period ended March 31,
    2001; and

-   The description of our common stock contained in the Form 8-A Registration
    Statement filed with the SEC on September 16, 1992 and any amendment or
    report filed for the purpose of updating those descriptions.

        All reports and other documents subsequently filed with the SEC
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part of this Prospectus from the date of filing
thereof. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not Applicable.


<PAGE>   3


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Delaware General Corporation Law, as amended, provides for the
indemnification of the Company's officers, directors and corporate employees
and agents under certain circumstances as follows:

                            DEL. CODE ANN. TITLE 8

Sec. 145. Indemnification of officers, directors, employees and agents;
insurance

        a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.

        b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees), actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

        c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

        d) Any indemnification under subsection (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made (1) by the board
of directors by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceedings, or (2) if such a quorum is
not obtainable, or, even, if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

        e) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the corporation as authorized in



<PAGE>   4



this section. Such expenses incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.

        f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

        g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section.

        h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power
and authority to indemnify its directors, officers, and employees or agents,
so that any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under this section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

        i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan;
and references to "serving at the request of the corporation" shall include
any service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to
in this section.

        j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

        The Certificate of Incorporation of the Company provides that the
indemnification provisions of Sections 102(b)(7) and 145 of the Delaware
Corporation Law shall be utilized to the fullest extent possible. Further, the
Certificate of Incorporation contains provisions to eliminate the liability of
the Company's directors to the Company or its stockholders to the fullest
extent permitted by Section 102(b)(7) of the Delaware General Corporation Law,
as amended from time to time.

        Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, is permitted to directors, officers or
controlling persons of the Registrant, pursuant to the above mentioned
statutes or otherwise, the Registrant understands that the Securities and
Exchange Commission is of the opinion that such indemnification may contravene
federal public policy, as expressed in said Act, and therefore, may be
unenforceable. Accordingly, in the event that a claim for such indemnification
is asserted by any director, officer or a controlling person of the Company,
and the Commission is still of the same opinion, the Registrant (except
insofar as such claim seeks reimbursement by the Registrant of expenses paid
or incurred by a director, officer of controlling person in successful defense
of any action, suit or proceeding) will, unless the matter has theretofore
been adjudicated by precedent deemed by counsel for the Registrant to




<PAGE>   5



be controlling, submit to a court of appropriate jurisdiction the question
whether or not indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

4.1     Specimen of Common Stock Certificate of Registrant (1)

4.2     Restated Certificate of Incorporation of Registrant  (2)

4.3     By-laws of Registrant (1)

4.4     SafeNet, Inc. 2001 Omnibus Stock Plan

4.5     Example of Stock Option Grant Agreement intended to be used under the
        2001 Omnibus Stock Plan

5       Opinion of Counsel as to the legality of securities being registered

15      None

23A     Consent of Venable, Baetjer and Howard, LLP Counsel to the Company
        (included in Exhibit 5)

23B     Consent of KPMG, LLP, Independent Auditors

23C     Consent of Ernst & Young LLP, Independent Auditors

24      Power of Attorney - See signature page

28      None

(1)     Filed as an exhibit to the Registration Statement on Form S-18 (File
        No. 33-28673) of the Registrant and incorporated herein by reference.

(2)     Filed as an exhibit to the Definitive Proxy Statement on Schedule 14A
        for the 2001 Annual Meeting of Stockholders (File No. 00-20634) with
        the SEC on March 20, 2001 and incorporated herein by reference.


ITEM 17.  UNDERTAKINGS

        The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.






<PAGE>   6

        (4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to any charge provision, by-law contract,
arrangements statute, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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{"company-data": {"conformed-name": "SAFENET INC", "cik": "0000850313", "assigned-sic": "3663", "irs-number": "521287752", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62584", "film-number": "1656763"}, "business-address": {"street1": "8029 CORPORATE DRIVE", "city": "BALTIMORE", "state": "MD", "zip": "21236", "phone": "4109317500"}, "mail-address": {"street1": "8029 CORPORATE DR", "city": "BALTIMORE", "state": "MD", "zip": "21236"}, "former-company": {"former-conformed-name": "INFORMATION RESOURCE ENGINEERING INC", "date-changed": "19920703"}}
1
      As filed with the Securities and Exchange Commission June 8, 2001
                          Registration No. 333-_____
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933

                                SAFENET, INC.
              (Exact Name of Registrant as Specified in Charter)
Delaware                                             52-1287752
(State of other jurisdiction of incorporation or organization)  (I.R.S Employer Identification No.)
8029 Corporate Drive
                             Baltimore, MD 21236
              (Address of Principal Executive Offices)(Zip Code)

                                SAFENET, INC.
                           2001 OMNIBUS STOCK PLAN
                (FORMERLY 2000 NONQUALIFIED STOCK OPTION PLAN)
                           (Full title of the plan)

                            Mr. Anthony A. Caputo
               Chairman, Chief Executive Officer and President
                                SAFENET, INC.
                             8029 Corporate Drive
                             Baltimore, MD 21236
                                (410) 931-7500
          (Name, address and telephone number of agent for service)

                                  Copies to:
                          Elizabeth R. Hughes, Esq.
                       Venable, Baetjer and Howard, LLP
                              Two Hopkins Plaza
                             Baltimore, MD 21201
                                (410) 244-7608

                       Calculation of Registration Fee
-------------------------------------------------------------------------------------------
                                                            Proposed
     Titles of                        Proposed Maximum      Maximum
 Securities to be     Amount to be     Offering Price      Aggregate         Amount of
    Registered         Registered       Per Share(1)     Offering Price  Registration Fee
-------------------------------------------------------------------------------------------
Common Stock, $.01
par value            600,000 Shares         $11.11          $6,666,000         $1,667
-------------------------------------------------------------------------------------------
(1)     Estimated solely for the purposes of calculating the registration fee
        pursuant to Rule 457(c) based upon a price of $11.11. per share which
        was the closing sale price as reported on the Nasdaq National Market
        System on June 6, 2001.
2

        SafeNet, Inc. (formerly, Information Resources Engineering, Inc.) (the
"Company" or "Registrant"), registered 300,000 shares of its common stock for
issuance under the SafeNet, Inc. 2001 Omnibus Stock Plan (formerly, the
SafeNet, Inc. 2000 Nonqualified Stock Option Plan) (the "Plan") pursuant to a
Registration Statement of Form S-8 that was filed with the Securities and
Exchange Commission and became effective on August 4, 2000 (File No.
333-43062), which Registration Statement is incorporated herein by reference,
and registered an additional 500,000 shares of its common stock for issuance
under the Plan pursuant to a Registration Statement of Form S-8 that was filed
with the Securities and Exchange Commission and became effective on November
28, 2000 (File No. 333-50772), which Registration Statement is incorporated
herein by reference

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the Securities and Exchange
Commission ("SEC") are incorporated by reference in this Prospectus:

-   Annual Report on Form 10-K for the fiscal year ended December 31, 2000;

-   Quarterly Report on Form 10-Q for the quarterly period ended March 31,
    2001; and

-   The description of our common stock contained in the Form 8-A Registration
    Statement filed with the SEC on September 16, 1992 and any amendment or
    report filed for the purpose of updating those descriptions.

        All reports and other documents subsequently filed with the SEC
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part of this Prospectus from the date of filing
thereof. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not Applicable.
3

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Delaware General Corporation Law, as amended, provides for the
indemnification of the Company's officers, directors and corporate employees
and agents under certain circumstances as follows:

                            DEL. CODE ANN. TITLE 8

Sec. 145. Indemnification of officers, directors, employees and agents;
insurance

        a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.

        b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees), actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

        c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

        d) Any indemnification under subsection (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made (1) by the board
of directors by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceedings, or (2) if such a quorum is
not obtainable, or, even, if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

        e) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the corporation as authorized in
4

this section. Such expenses incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.

        f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

        g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section.

        h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power
and authority to indemnify its directors, officers, and employees or agents,
so that any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under this section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

        i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan;
and references to "serving at the request of the corporation" shall include
any service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to
in this section.

        j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

        The Certificate of Incorporation of the Company provides that the
indemnification provisions of Sections 102(b)(7) and 145 of the Delaware
Corporation Law shall be utilized to the fullest extent possible. Further, the
Certificate of Incorporation contains provisions to eliminate the liability of
the Company's directors to the Company or its stockholders to the fullest
extent permitted by Section 102(b)(7) of the Delaware General Corporation Law,
as amended from time to time.

        Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, is permitted to directors, officers or
controlling persons of the Registrant, pursuant to the above mentioned
statutes or otherwise, the Registrant understands that the Securities and
Exchange Commission is of the opinion that such indemnification may contravene
federal public policy, as expressed in said Act, and therefore, may be
unenforceable. Accordingly, in the event that a claim for such indemnification
is asserted by any director, officer or a controlling person of the Company,
and the Commission is still of the same opinion, the Registrant (except
insofar as such claim seeks reimbursement by the Registrant of expenses paid
or incurred by a director, officer of controlling person in successful defense
of any action, suit or proceeding) will, unless the matter has theretofore
been adjudicated by precedent deemed by counsel for the Registrant to
5

be controlling, submit to a court of appropriate jurisdiction the question
whether or not indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

4.1     Specimen of Common Stock Certificate of Registrant (1)

4.2     Restated Certificate of Incorporation of Registrant  (2)

4.3     By-laws of Registrant (1)

4.4     SafeNet, Inc. 2001 Omnibus Stock Plan

4.5     Example of Stock Option Grant Agreement intended to be used under the
        2001 Omnibus Stock Plan

5       Opinion of Counsel as to the legality of securities being registered

15      None

23A     Consent of Venable, Baetjer and Howard, LLP Counsel to the Company
        (included in Exhibit 5)

23B     Consent of KPMG, LLP, Independent Auditors

23C     Consent of Ernst & Young LLP, Independent Auditors

24      Power of Attorney - See signature page

28      None

(1)     Filed as an exhibit to the Registration Statement on Form S-18 (File
        No. 33-28673) of the Registrant and incorporated herein by reference.

(2)     Filed as an exhibit to the Definitive Proxy Statement on Schedule 14A
        for the 2001 Annual Meeting of Stockholders (File No. 00-20634) with
        the SEC on March 20, 2001 and incorporated herein by reference.

ITEM 17.  UNDERTAKINGS

        The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
6

        (4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to any charge provision, by-law contract,
arrangements statute, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.