UNITED STATES SECURITIESTable ANDof EXCHANGE COMMISSION Washington, D.C. 20549Contents

UNITED STATES SECURITIESTable ANDof EXCHANGE COMMISSION Washington, D.C. 20549Contents

Table of Contents

Table of Contents

Table of Contents

~~FORM~~UNITED STATES ~~8-K~~SECURITIES AND EXCHANGE COMMISSION

~~CURRENT~~WASHINGTON, ~~REPORT~~D.C. 20549 ~~PURSUANT~~

TOFORM ~~SECTION 13 OR~~8-K ~~15(C) OF~~

~~THE~~CURRENT ~~SECURITIES~~REPORT ~~EXCHANGE ACT OF 1934~~

~~Date~~PURSUANT ofTO ~~Report~~ SECTION 13 OR 15(~~Date~~d) ofOF THE ~~earliest~~SECURITIES ~~event~~EXCHANGE ~~reported):October~~ACT ~~22,~~OF 1934 ~~2003~~

~~RAINBOW TECHNOLOGIES,~~Date ~~INC. (Exact Name~~ of ~~Registrant~~report as(Date ~~Specified~~of inearliest ~~Its~~event ~~Charter~~reported): November 14, 2003

Delaware
(State or Other Jurisdiction of Incorporation)
000-16641		95-3745398
(Commission File Number)		(IRS Employer Identification No.)
50 Technology Drive, Irvine, California 92618
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (949) 450-7300

RAINBOW TECHNOLOGIES, INC.

~~Item~~(Exact 5.Name ~~Other~~of ~~Events~~Registrant as Specified in its Charter)

On October 22, 2003, Rainbow Technologies, Inc., a Delaware corporation (“Rainbow”), and SafeNet, Inc., a Delaware corporation (“SafeNet”), issued a joint press release announcing the execution of an Agreement and Plan of Reorganization, dated as of October 22, 2003 (the “Merger Agreement”), by and among Rainbow, SafeNet, and Ravens Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of SafeNet (“Merger Sub”). In accordance with the Merger Agreement, Merger Sub will merge with and into Rainbow (the “Merger”) and each issued and outstanding share of Rainbow common stock will be exchanged for 0.374 shares of SafeNet common stock.


Delaware	0-16641	95-3745398

(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

The consummation of the merger is subject to the adoption by the stockholders of Rainbow of the Merger Agreement, the approval by the stockholders of SafeNet of the issuance of shares of SafeNet common stock in the Merger, and other customary closing conditions. The merger is intended to be a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, and is expected to be treated as a purchase for financial accounting purposes, in accordance with generally accepted accounting principles.


50 Technology Drive, Irvine, California		92618

(Address of Principal Executive Offices)		(Zip Code)

InRegistrant’s ~~connection~~telephone ~~with the Merger Agreement~~number, ~~Rainbow~~including ~~executive~~area ~~officers~~code: ~~and directors entered into voting agreements with SafeNet~~ (~~the “Rainbow Voting Agreements”~~949) in which, among other things, each stockholder agreed, until the earlier of the consummation of the Merger or the termination of the Merger Agreement, to vote its shares of Rainbow common stock (i) in favor of adoption of the Merger Agreement, (ii) against certain alternative transactions, and (iii) against any change in a majority of the members of the board of directors of Rainbow. SafeNet executive officers and directors entered into voting agreements with Rainbow (the “SafeNet Voting Agreements”) in which, among other things, each stockholder agreed, until the earlier of the consummation of the Merger or the termination of the Merger Agreement, to vote its shares of Rainbow common stock (i) in favor of the issuance of SafeNet common stock in the Merger, (ii) against certain alternative transactions, and (iii) against any change in a majority of the members of the board of directors of SafeNet. 450-7300

~~The~~Not ~~foregoing description of the Merger Agreement, Rainbow Voting~~applicable Agreements and SafeNet Voting Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, Rainbow Voting Agreements and SafeNet Voting Agreements. Copies of the Merger Agreement, the form of Rainbow Voting Agreement, the form of SafeNet Voting Agreement, and the joint press release issued by Rainbow and SafeNet on October 22, 2003, are attached hereto as exhibits and are each incorporated herein by reference.

2(Former Name or Former Address, if Changed Since Last Report)

~~Item~~TABLE 7.OF ~~Financial Statements and Exhibits~~CONTENTS


	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
	ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

2.1		Agreement and Plan of Reorganization, dated as of October 22, 2003, by and among SafeNet, Inc., Ravens Acquisition Corp. and Rainbow Technologies, Inc.
99.1		Form of Rainbow Technologies, Inc. Voting Agreement.
99.2		Form of SafeNet, Inc. Voting Agreement.
99.3		Joint press release issued by SafeNet, Inc. and Rainbow Technologies, Inc. dated October 22, 2003.

3ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

~~SIGNATURE~~Financial Statements

~~Pursuant~~(a) and to(b) Not ~~the~~applicable ~~requirements of the Securities Exchange Act of 1934, the registrant has duly~~ ~~caused this report to be signed on its behalf by the undersigned hereunto duly~~ ~~authorized.~~

	RAINBOW TECHNOLOGIES, INC.
	By:	/s/ Patrick Fevery
		Patrick Fevery
		Chief Financial Officer
Date: October 23, 2002

(c)

Exhibits

499.1 Press Release dated November 14, 2003, issued by Rainbow Technologies, Inc.

~~EXHIBIT~~ITEM ~~INDEX~~12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Exhibit No.			Description
2.1			Agreement and Plan of Reorganization, dated as of October 22, 2003, by and among SafeNet, Inc., Ravens Acquisition Corp. and Rainbow Technologies, Inc.
99.1			Form of Rainbow Technologies, Inc. Voting Agreement.
99.2			Form of SafeNet, Inc. Voting Agreement.
99.3			Joint press release issued by SafeNet, Inc. and Rainbow, Inc. dated October 22, 2003.

On November 14, 2003, Rainbow Technologies, Inc., issued a press release announcing that it has filed its quarterly report on Form 10-Q for the quarter ended September 30, 2003. A copy of the press release is furnished as Exhibit 99.1 pursuant to Item 12 of Form 8-K.

5 The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the Undersigned hereunto duly authorized.


	RAINBOW TECHNOLOGIES, INC.

Date: November 14, 2003	By:	/s/ Walter W. Straub

		Walter W. Straub,
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

Press Release dated November 14, 2003, issued by Rainbow Technologies, Inc.

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