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<P align="center" style="font-size: 10pt">As filed with the
Securities and Exchange Commission February&nbsp;17, 2005,<BR>
Registration No.&nbsp;333-_____


<P align="center" style="font-size: 14pt">SECURITIES AND EXCHANGE COMMISSION

<DIV align="center" style="font-size: 12pt">Washington, D.C. 20549
</DIV>


<P align="center" style="font-size: 12pt">REGISTRATION STATEMENT<BR>
ON FORM S-8<BR>
Under<BR>
THE SECURITIES ACT OF 1933


<P align="center" style="font-size: 24pt"><B>SAFENET, INC.</B>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD align="center" valign="top">Delaware
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">52-1287752</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">(State of other jurisdiction of incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S Employer Identification No.)</TD>
</TR>

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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">4690 Millennium Drive<BR>
Belcamp, MD 21017<BR>
(Address of Principal Executive Offices)(Zip Code)



<P align="center" style="font-size: 10pt">COMMON STOCK OF SAFENET, INC. ISSUABLE UPON EXERCISE OF OPTIONS ASSUMED BY
SAFENET, INC. IN CONNECTION WITH THAT CERTAIN AGREEMENT AND PLAN OF MERGER BY
AND AMONG SAFENET, INC., SNOWFLAKE ACQUISITION CORP. AND DATAKEY, INC., DATED
AS OF SEPTEMBER 9, 2004 (THE &#147;MERGER AGREEMENT&#148;), WHICH WERE ORIGINALLY ISSUED
UNDER THE FOLLOWING STOCK OPTION PLANS:



<P align="center" style="font-size: 10pt">DATAKEY, INC. 1997 STOCK OPTION PLAN<BR>
INDIVIDUAL STOCK OPTION AGREEMENTS<BR>
(Full titles of the plans)



<P align="center" style="font-size: 10pt">Mr.&nbsp;Anthony A. Caputo<BR>
Chairman and Chief Executive Officer<BR>
SAFENET, INC.<BR>
4690 Millennium Drive<BR>
Belcamp, MD 21017<BR>
(443)&nbsp;327-7500<BR>
(Name, address and telephone number of agent for service)



<P align="center" style="font-size: 10pt">Copies to:<BR>
Elizabeth R. Hughes, Esq.<BR>
Venable LLP<BR>
Two Hopkins Plaza<BR>
Baltimore, MD 21201<BR>
(410)&nbsp;244-7608



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P align="center" style="font-size: 10pt"><U>Calculation of Registration Fee</U>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="27%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Titles of Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price Per</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>to be Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered(1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Share</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B><HR size="1" noshade></TD>
</TR>

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<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock, $.01
par value</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">30,014 Shares (2)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">38.04</TD>
    <TD nowrap>(3)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">1,141,733</TD>
    <TD nowrap>(3)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">135</TD>
    <TD>&nbsp;</TD>
</TR>

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</TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>This registration statement shall also cover pursuant to Rule 416(a)
under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;), any
additional shares of common stock that may become issuable in accordance
with the provisions of the plans described herein as a result of any
future stock split, stock dividend or similar adjustment of the
Registrant&#146;s outstanding common stock that results in an increase in the
number of shares of common stock outstanding.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Represents the number of shares subject to options for 18,643 shares
assumed by Registrant pursuant to the Merger Agreement which were
originally issued under the Datakey, Inc. 1997 Stock Option Plan and
options for 11,371 shares assumed by Registrant pursuant to the Merger
Agreement which were originally issued pursuant to individual stock option
grant agreements.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act on the basis of the
weighted average exercise price of the outstanding options assumed by the
Registrant.</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the Agreement and Plan of Merger dated as of September&nbsp;9, 2004
by and among SafeNet, Inc., a Delaware corporation (the &#147;Registrant&#148;),
Snowflake Acquisition Corp, a Minnesota corporation and a wholly-owned
subsidiary of the Registrant (&#147;Snowflake&#148;), and Datakey, Inc., a Minnesota
corporation (&#147;Datakey&#148;), Snowflake commenced a tender offer for all of the
outstanding shares of common stock of Datakey for $0.65 per share in cash and
all of the outstanding shares of convertible preferred stock of Datakey for
$2.50 per share in cash. Following completion of the tender offer, Datakey
held a special meeting of shareholders to approve the merger of Snowflake with
and into Datakey (the &#147;Merger&#148;). As a result of the Merger, which became
effective on December&nbsp;15, 2004, Datakey became a wholly-owned subsidiary of the
Registrant.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the Merger Agreement, upon the effectiveness of the Merger,
certain options to purchase common stock of Datakey that were outstanding prior
to the Merger have been converted into options to purchase common stock of the
Registrant. This registration statement on Form S-8 is intended to register an
aggregate of 30,014 shares of common stock of the Registrant for issuance upon
exercise of the stock options that were assumed by the Registrant pursuant to
the Merger Agreement, which were originally issued under the Datakey 1997 Stock
Option Plan or an individual written arrangement with the holder (collectively,
the &#147;Plans&#148;).


<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified in Part&nbsp;I will be sent
or given to employees participating in the Plans, as specified by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;). In accordance with the instructions to Part&nbsp;I of Form S-8,
such documents will not be filed with the Securities and Exchange Commission
(&#147;SEC&#148;) either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule&nbsp;424 promulgated under the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item&nbsp;3 of Part&nbsp;II of this registration statement, taken together, constitute
the prospectus as required by Section 10(a) of the Securities Act.


<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant hereby incorporates by reference into this registration
statement the following documents filed by it with the SEC:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Annual Report on Form 10-K for the year ended December&nbsp;31, 2003, filed
with the SEC on March&nbsp;10, 2004;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Quarterly Reports on Form 10-Q for the quarters ended March&nbsp;31, 2004
(as amended by Form 10-Q/A), June&nbsp;30, 2004 and September&nbsp;30, 2004,
filed with the SEC on May&nbsp;10, 2004 (as amended by Form 10-Q/A filed on
November&nbsp;17, 2004), August&nbsp;9, 2004 and November&nbsp;9, 2004;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Reports on Form 8-K filed with the SEC on March&nbsp;16, 2004 (as
amended by Form 8-K/A filed on May&nbsp;28, 2004), September&nbsp;15,
2004, September&nbsp;17, 2004 and December&nbsp;20, 2004; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of the Registrant&#146;s common stock contained in the Form
8-A Registration Statement filed with the SEC on September&nbsp;16, 1992
and any amendment or report filed for the purpose of updating such
description.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other documents subsequently filed with the SEC pursuant
to Section&nbsp;13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the &#147;Exchange Act&#148;), prior to the


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt">termination of this offering shall be deemed to be incorporated by
reference in this registration statement and to be a part of this registration
statement 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 registration statement 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 registration statement.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant is organized under the laws of the State of Delaware. The
Registrant&#146;s Certificate of Incorporation, as amended and restated, provides
that it shall indemnify its current and former directors, officers, employees
and agents against any and all liabilities and expenses incurred in connection
with their services in those capacities to the maximum extent permitted by
Delaware law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Delaware General Corporation Law (the &#147;DGCL&#148;) provides that a Delaware
corporation has the power generally to indemnify its current and former
directors, officers, employees and other agents (each, a &#147;Corporate Agent&#148;)
against expenses and liabilities (including amounts paid in settlement) in
connection with any proceeding involving such person by reason of his being a
Corporate Agent, other than a proceeding by or in the right of the corporation,
if such person 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 proceeding, such person had no reasonable cause to believe his

conduct was unlawful.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the case of an action brought by or in the right of the corporation,
indemnification of a Corporate Agent is permitted if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation. However, no indemnification is permitted 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 in which such proceeding 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
such indemnification.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent that a Corporate Agent has been successful on the merits or
otherwise in the defense of such proceeding, whether or not by or in the right
of the corporation, or in the defense of any claim, issue or matter therein,
the corporation is required to indemnify such person for expenses in connection
therewith. Under the DGCL, the corporation may advance expenses incurred by a
Corporate Agent in connection with a proceeding, provided that the Corporate
Agent undertakes to repay such amount if it shall ultimately be determined that
such person is not entitled to indemnification.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The power to indemnify and advance the expenses under the DGCL does not
exclude other rights to which a Corporate Agent may be entitled to under the
Certificate of Incorporation, bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant has entered into agreements with each of its directors and
executive officers pursuant to which it has agreed to indemnify such persons to
the maximum extent permitted by the DGCL and to advance expenses incurred by
any such person in any proceeding in which such person is entitled to
indemnification. The Registrant has also obtained insurance policies that
provide coverage for its directors and officers in certain situations,
including some situations where the Registrant cannot directly indemnify the
directors or officers under Delaware law.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Further, the Certificate of Incorporation contains provisions to eliminate
the liability of the Registrant&#146;s directors to the Registrant or its
stockholders to the fullest extent permitted by Section&nbsp;102(b)(7) of the DGCL,
as amended from time to time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purpose of these provisions is to assist the Registrant in retaining
qualified individuals to serve as its directors, officers, employees and agents
by limiting their exposure to personal liability for serving as such.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 laws or otherwise,
the Registrant understands that the SEC 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 SEC 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 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.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">4.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Specimen of Common Stock Certificate of Registrant (1)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">4.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Restated Certificate of Incorporation of Registrant (2)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">4.3</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>By-laws of Registrant (3)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">5</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Opinion of Venable LLP as to the legality of securities being registered</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">15</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>None</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">23A&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD> Consent of Venable LLP (included in Exhibit&nbsp;5)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">23B&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Consent of Ernst &#038; Young LLP, Independent Registered
Public Accounting Firm</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">23C&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Consent of Ernst &#038; Young LLP, Independent Registered
Public Accounting Firm</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">23D&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Consent of PricewaterhouseCoopers LLP</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">24</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Power of Attorney&nbsp;-&nbsp;See signature page</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">28</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>None</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Filed as an exhibit to the Registration Statement on Form S-18 (File No.
33-28673) of the Registrant and incorporated herein by reference.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Filed as an exhibit to the Form 10-Q for the quarterly period ended June
30, 2002 and incorporated herein by reference.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Filed as an exhibit to the Form 10-Q for the quarterly period ended
September&nbsp;30, 2004 and incorporated herein by reference.</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>


<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings</B>



<P align="left" style="font-size: 10pt">(a)&nbsp;The undersigned Registrant hereby undertakes:



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:



<P align="left" style="margin-left:5%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act;



<P align="left" style="margin-left:5%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20&nbsp;percent change in the
maximum aggregate offering price set forth in the &#147;Calculation of
Registration Fee&#148; table in the effective registration statement;



<P align="left" style="margin-left:5%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) 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;


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">provided, however, that paragraphs (a) (1) (i)&nbsp;and (a) (1) (ii)&nbsp;do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section&nbsp;13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act, 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;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.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(b)&nbsp;The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant&#146;s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan&#146;s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement 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.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(c)&nbsp;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 provision or arrangement, 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 of expenses incurred or paid by a director, officer or controlling
person of 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.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Pursuant to the requirements of the Securities Act of 1933, as amended, 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, at Belcamp, Maryland on the 17<sup>th</sup> day of
February, 2005.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="65%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="center">SAFENET, INC.<BR></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Anthony A. Caputo</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">ANTHONY A. CAPUTO, Chairman</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;and Chief Executive Officer</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">KNOW ALL MEN BY THESE PRESENT, that each of the undersigned whose signature
appears below constitutes and appoints Anthony A. Caputo and Ken Mueller, and
each of them (with full power of each of them to act alone), his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and on his behalf, and in his name, place and stead, in
any and all capacities to execute and sign any and all amendments or
post-effective amendments to this registration statement, or subsequent
registration statements related to the shares registered hereby and to file the
same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="left" nowrap valign="top">/s/ Anthony A. Caputo<BR>
<HR size="1" noshade>
ANTHONY A. CAPUTO</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chairman and Chief Executive<BR>
Officer (Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">February 17, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Ken Mueller<BR>
<HR size="1" noshade>
KEN MUELLER</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Senior Vice President and Chief<BR>
Financial Officer<BR>
(Principal Financial and Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">February 17, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Thomas A. Brooks<BR>
<HR size="1" noshade>
THOMAS A. BROOKS</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">February 17, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Andrew E. Clark<BR>
<HR size="1" noshade>
ANDREW E. CLARK</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">February 17, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Shelley A. Harrison<BR>
<HR size="1" noshade>
SHELLEY A. HARRISON</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">February 17, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Ira A Hunt, Jr.<BR>
<HR size="1" noshade>
IRA A. HUNT, JR</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">February 17, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Bruce R. Thaw<BR>
<HR size="1" noshade>
BRUCE R. THAW</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">February 17, 2005</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="left" nowrap valign="top">/s/ Walter W. Straub<BR>
<HR size="1" noshade>
WALTER W. STRAUB</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">February 17, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Arthur L. Money<BR>
<HR size="1" noshade>
ARTHUR L. MONEY</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">February 17, 2005</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "w69765sv8.htm", "description": "FORM S-8", "secsgml_size_bytes": 39804}]
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sv8
As filed with the
Securities and Exchange Commission February 17, 2005,
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
ON FORM S-8
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.)
4690 Millennium Drive
Belcamp, MD 21017
(Address of Principal Executive Offices)(Zip Code)
COMMON STOCK OF SAFENET, INC. ISSUABLE UPON EXERCISE OF OPTIONS ASSUMED BY
SAFENET, INC. IN CONNECTION WITH THAT CERTAIN AGREEMENT AND PLAN OF MERGER BY
AND AMONG SAFENET, INC., SNOWFLAKE ACQUISITION CORP. AND DATAKEY, INC., DATED
AS OF SEPTEMBER 9, 2004 (THE "MERGER AGREEMENT"), WHICH WERE ORIGINALLY ISSUED
UNDER THE FOLLOWING STOCK OPTION PLANS:
DATAKEY, INC. 1997 STOCK OPTION PLAN
INDIVIDUAL STOCK OPTION AGREEMENTS
(Full titles of the plans)
Mr. Anthony A. Caputo
Chairman and Chief Executive Officer
SAFENET, INC.
4690 Millennium Drive
Belcamp, MD 21017
(443) 327-7500
(Name, address and telephone number of agent for service)
Copies to:
Elizabeth R. Hughes, Esq.
Venable LLP
Two Hopkins Plaza
Baltimore, MD 21201
(410) 244-7608
Calculation of Registration Fee
Proposed Maximum
Proposed Maximum
Titles of Securities
Amount to be
Offering Price Per
Aggregate Offering
Amount of
to be Registered
Registered(1)
Share
Price
Registration Fee
Common Stock, $.01
par value
30,014 Shares (2)
$
38.04
(3)
$
1,141,733
(3)
$
135
(1)
This registration statement shall also cover pursuant to Rule 416(a)
under the Securities Act of 1933, as amended (the "Securities Act"), any
additional shares of common stock that may become issuable in accordance
with the provisions of the plans described herein as a result of any
future stock split, stock dividend or similar adjustment of the
Registrant's outstanding common stock that results in an increase in the
number of shares of common stock outstanding.
(2)
Represents the number of shares subject to options for 18,643 shares
assumed by Registrant pursuant to the Merger Agreement which were
originally issued under the Datakey, Inc. 1997 Stock Option Plan and
options for 11,371 shares assumed by Registrant pursuant to the Merger
Agreement which were originally issued pursuant to individual stock option
grant agreements.
(3)
Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act on the basis of the
weighted average exercise price of the outstanding options assumed by the
Registrant.
Pursuant to the Agreement and Plan of Merger dated as of September 9, 2004
by and among SafeNet, Inc., a Delaware corporation (the "Registrant"),
Snowflake Acquisition Corp, a Minnesota corporation and a wholly-owned
subsidiary of the Registrant ("Snowflake"), and Datakey, Inc., a Minnesota
corporation ("Datakey"), Snowflake commenced a tender offer for all of the
outstanding shares of common stock of Datakey for $0.65 per share in cash and
all of the outstanding shares of convertible preferred stock of Datakey for
$2.50 per share in cash. Following completion of the tender offer, Datakey
held a special meeting of shareholders to approve the merger of Snowflake with
and into Datakey (the "Merger"). As a result of the Merger, which became
effective on December 15, 2004, Datakey became a wholly-owned subsidiary of the
Registrant.
Pursuant to the Merger Agreement, upon the effectiveness of the Merger,
certain options to purchase common stock of Datakey that were outstanding prior
to the Merger have been converted into options to purchase common stock of the
Registrant. This registration statement on Form S-8 is intended to register an
aggregate of 30,014 shares of common stock of the Registrant for issuance upon
exercise of the stock options that were assumed by the Registrant pursuant to
the Merger Agreement, which were originally issued under the Datakey 1997 Stock
Option Plan or an individual written arrangement with the holder (collectively,
the "Plans").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to employees participating in the Plans, as specified by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with the instructions to Part I of Form S-8,
such documents will not be filed with the Securities and Exchange Commission
("SEC") either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424 promulgated under the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this registration statement, taken together, constitute
the prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this registration
statement the following documents filed by it with the SEC:
•
Annual Report on Form 10-K for the year ended December 31, 2003, filed
with the SEC on March 10, 2004;
•
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004
(as amended by Form 10-Q/A), June 30, 2004 and September 30, 2004,
filed with the SEC on May 10, 2004 (as amended by Form 10-Q/A filed on
November 17, 2004), August 9, 2004 and November 9, 2004;
•
Current Reports on Form 8-K filed with the SEC on March 16, 2004 (as
amended by Form 8-K/A filed on May 28, 2004), September 15,
2004, September 17, 2004 and December 20, 2004; and
•
The description of the Registrant's 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 such
description.
All reports and other documents subsequently filed with the SEC pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the
termination of this offering shall be deemed to be incorporated by
reference in this registration statement and to be a part of this registration
statement 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 registration statement 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 registration statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is organized under the laws of the State of Delaware. The
Registrant's Certificate of Incorporation, as amended and restated, provides
that it shall indemnify its current and former directors, officers, employees
and agents against any and all liabilities and expenses incurred in connection
with their services in those capacities to the maximum extent permitted by
Delaware law.
The Delaware General Corporation Law (the "DGCL") provides that a Delaware
corporation has the power generally to indemnify its current and former
directors, officers, employees and other agents (each, a "Corporate Agent")
against expenses and liabilities (including amounts paid in settlement) in
connection with any proceeding involving such person by reason of his being a
Corporate Agent, other than a proceeding by or in the right of the corporation,
if such person 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 proceeding, such person had no reasonable cause to believe his

conduct was unlawful.
In the case of an action brought by or in the right of the corporation,
indemnification of a Corporate Agent is permitted if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation. However, no indemnification is permitted 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 in which such proceeding 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
such indemnification.
To the extent that a Corporate Agent has been successful on the merits or
otherwise in the defense of such proceeding, whether or not by or in the right
of the corporation, or in the defense of any claim, issue or matter therein,
the corporation is required to indemnify such person for expenses in connection
therewith. Under the DGCL, the corporation may advance expenses incurred by a
Corporate Agent in connection with a proceeding, provided that the Corporate
Agent undertakes to repay such amount if it shall ultimately be determined that
such person is not entitled to indemnification.
The power to indemnify and advance the expenses under the DGCL does not
exclude other rights to which a Corporate Agent may be entitled to under the
Certificate of Incorporation, bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.
The Registrant has entered into agreements with each of its directors and
executive officers pursuant to which it has agreed to indemnify such persons to
the maximum extent permitted by the DGCL and to advance expenses incurred by
any such person in any proceeding in which such person is entitled to
indemnification. The Registrant has also obtained insurance policies that
provide coverage for its directors and officers in certain situations,
including some situations where the Registrant cannot directly indemnify the
directors or officers under Delaware law.
Further, the Certificate of Incorporation contains provisions to eliminate
the liability of the Registrant's directors to the Registrant or its
stockholders to the fullest extent permitted by Section 102(b)(7) of the DGCL,
as amended from time to time.
The purpose of these provisions is to assist the Registrant in retaining
qualified individuals to serve as its directors, officers, employees and agents
by limiting their exposure to personal liability for serving as such.
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 laws or otherwise,
the Registrant understands that the SEC 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 SEC 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 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 (3)
5
Opinion of Venable LLP as to the legality of securities being registered
15
None
23A
Consent of Venable LLP (included in Exhibit 5)
23B
Consent of Ernst & Young LLP, Independent Registered
Public Accounting Firm
23C
Consent of Ernst & Young LLP, Independent Registered
Public Accounting Firm
23D
Consent of PricewaterhouseCoopers LLP
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 Form 10-Q for the quarterly period ended June
30, 2002 and incorporated herein by reference.
(3)
Filed as an exhibit to the Form 10-Q for the quarterly period ended
September 30, 2004 and incorporated herein by reference.
Item 9. Undertakings
(a) 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) 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;
provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement 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.
(c) 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 provision or arrangement, 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 of expenses incurred or paid by a director, officer or controlling
person of 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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, at Belcamp, Maryland on the 17
th
day of
February, 2005.
SAFENET, INC.
By:
/s/ Anthony A. Caputo
ANTHONY A. CAPUTO, Chairman
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENT, that each of the undersigned whose signature
appears below constitutes and appoints Anthony A. Caputo and Ken Mueller, and
each of them (with full power of each of them to act alone), his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and on his behalf, and in his name, place and stead, in
any and all capacities to execute and sign any and all amendments or
post-effective amendments to this registration statement, or subsequent
registration statements related to the shares registered hereby and to file the
same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature
Title
Date
/s/ Anthony A. Caputo
ANTHONY A. CAPUTO
Chairman and Chief Executive
Officer (Principal Executive Officer)
February 17, 2005
/s/ Ken Mueller
KEN MUELLER
Senior Vice President and Chief
Financial Officer
(Principal Financial and Accounting Officer)
February 17, 2005
/s/ Thomas A. Brooks
THOMAS A. BROOKS
Director
February 17, 2005
/s/ Andrew E. Clark
ANDREW E. CLARK
Director
February 17, 2005
/s/ Shelley A. Harrison
SHELLEY A. HARRISON
Director
February 17, 2005
/s/ Ira A Hunt, Jr.
IRA A. HUNT, JR
Director
February 17, 2005
/s/ Bruce R. Thaw
BRUCE R. THAW
Director
February 17, 2005
Signature
Title
Date
/s/ Walter W. Straub
WALTER W. STRAUB
Director
February 17, 2005
/s/ Arthur L. Money
ARTHUR L. MONEY
Director
February 17, 2005