content: <PAGE>
      As filed with the Securities and Exchange Commission on November 20, 2001
  
                                                 Registration No. 333-____________
  
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  RSA SECURITY INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
  
                   DELAWARE                                      04-2916506
        (State or Other Jurisdiction of                       (I.R.S. Employer
         Incorporation or Organization)                     Identification Number)
  
    36 CROSBY DRIVE, BEDFORD, MASSACHUSETTS                           01730
    (Address of Principal Executive Offices)                        (Zip Code)
  
  
                    1994 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
  
                   AMENDED AND RESTATED 1998 NON-OFFICER EMPLOYEE
                          STOCK INCENTIVE PLAN, AS AMENDED
                             (Full Titles of the Plans)
  
  
                               ARTHUR W. COVIELLO, JR.
                                  RSA SECURITY INC.
                                   36 CROSBY DRIVE
                            BEDFORD, MASSACHUSETTS 01730
                       (Name and Address of Agent for Service)
  
                                   (781) 301-5000
            (Telephone Number, Including Area Code, of Agent for Service)
  <PAGE>
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
                                                        Proposed               Proposed
         Title of                                       Maximum                Maximum
        Securities                  Amount              Offering               Aggregate                 Amount of
           to be                    to be                Price                 Offering                 Registration
        Registered                Registered            Per Share                Price                      Fee
  <S>                             <C>                   <C>                 <C>                         <C>
  Common Stock, $.01 par           8,630,393            $14.49(2)           $125,054,387.33(2)           $31,263.60
  value                            shares (1)
  </TABLE>
  
  (1)      Consists of (i) 8,030,393 shares issuable under the Amended and
           Restated 1998 Non-Officer Employee Stock Incentive Plan, as amended,
           and (ii) 600,000 shares issuable under the 1994 Employee Stock Purchase
           Plan, as amended.
  
  (2)      Estimated solely for the purpose of calculating the registration fee,
           and based on the average of the high and low prices of the Common Stock
           on the Nasdaq National Market on November 16, 2001 in accordance with
           Rules 457(c) and 457(h) under the Securities Act of 1933.
  
  
  
  
                                       - 2 -
  <PAGE>
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  The information required by Part I is included in documents sent or given to
  participants in the Registrant's 1994 Employee Stock Purchase Plan, as amended,
  and Amended and Restated 1998 Non-Officer Employee Stock Incentive Plan, as
  amended, pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended.
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Statement of Incorporation by Reference
  
  Except as otherwise set forth below, this Registration Statement on Form S-8
  incorporates by reference the contents of (1) the Registration Statement on Form
  S-8, File No. 333- 84597, filed by the Registrant on August 5, 1999, relating to
  the Registrant's 1994 Employee Stock Purchase Plan, as amended, and (2) the
  Registration Statement on Form S-8, File No. 333-71075, filed by the Registrant
  on January 25, 1999, relating to the Registrant's 1998 Non-Officer Employee
  Stock Incentive Plan, as amended (collectively, the "Initial Registration
  Statements").
  
  Item 5 of each of the Initial Registration Statements is amended and restated in
  its entirety as follows:
  
           Item 5.  Interests of Named Experts and Counsel
  
                    The validity of the Common Stock offered hereby will be passed
           upon for the Registrant by Kathryn L. Leach, Assistant General Counsel
           of the Registrant. Ms. Leach owns 760 shares of Common Stock and
           options to purchase an aggregate of 34,500 shares of Common Stock,
           which become exercisable in periodic installments through March 2005.
  
  
  
                                       - 3 -
  <PAGE>
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act, the Registrant certifies
  that it has reasonable grounds to believe that it meets all of the requirements
  for filing on Form S-8 and has duly caused this Registration Statement to be
  signed on its behalf by the undersigned, thereunto duly authorized, in the Town
  of Bedford, Massachusetts on November 20, 2001.
  
                                    RSA SECURITY INC.
  
  
  
                                    By:  /s/ Arthur W. Coviello, Jr.
                                         -----------------------------------------
                                         Arthur W. Coviello, Jr.
                                         President and Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
  We, the undersigned officers and directors of RSA Security Inc. hereby severally
  constitute Charles R. Stuckey, Jr., Arthur W. Coviello, Jr. and Margaret K.
  Seif, and each of them singly, our true and lawful attorneys with full power to
  them, and each of them singly, to sign for us and in our names in the capacities
  indicated below, the Registration Statement on Form S-8 filed herewith and any
  and all subsequent amendments to said Registration Statement, and generally to
  do all such things in our names and behalf in our capacities as officers and
  directors to enable RSA Security Inc. to comply with all requirements of the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
  
  
  
                                       - 4 -
  <PAGE>
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  <TABLE>
  <CAPTION>
        Signature                                      Title                                       Date
        ---------                                      -----                                       ----
  <S>                                        <C>                                            <C>
  /s/ Arthur W. Coviello, Jr.                President, Chief Executive                     November 20, 2001
  -------------------------------------      Officer and Director (Principal
  Arthur W. Coviello, Jr.                     Executive Officer)
  
  
  /s/ John F. Kennedy                        Senior Vice President, Finance and             November 20, 2001
  -------------------------------------      Operations, and Chief
  John F. Kennedy                            Financial Officer (Principal
                                             Financial and Accounting Officer)
  
  /s/ Charles R. Stuckey, Jr.                Chairman of the Board of                       November 20, 2001
  -------------------------------------      Directors
  Charles R. Stuckey, Jr.
  
  
  /s/ Robert P. Badavas                      Director                                       November 20, 2001
  -------------------------------------
  Robert P. Badavas
  
  /s/ D. James Bidzos                                                                       November 20, 2001
  -------------------------------------      Director
  D. James Bidzos
  
  /s/ Richard L. Earnest                     Director                                       November 20, 2001
  -------------------------------------
  Richard L. Earnest
  
  /s/ Taher Elgamal                          Director                                       November 20, 2001
  -------------------------------------
  Taher Elgamal
  
  /s/ Gloria C. Larson                       Director                                       November 20, 2001
  -------------------------------------
  Gloria C. Larson
  
  /s/ Joseph B. Lassiter, III                Director                                       November 20, 2001
  -------------------------------------
  Joseph B. Lassiter, III
  
  
  /s/ James K. Sims                          Director                                       November 20, 2001
  -------------------------------------
  James K. Sims
  </TABLE>
  
  
  
                                       - 5 -
  <PAGE>
                                    EXHIBIT INDEX
  <TABLE>
  <CAPTION>
   Exhibit
   Number                    Description
   ------                    -----------
   <S>              <C>
       5.1          Opinion of Kathryn L. Leach, Esq.
  
      23.1          Consent of Deloitte & Touche LLP
  
      23.2          Consent of Ernst & Young LLP, Independent Auditors
  
      23.3          Consent of Kathryn L. Leach, Esq. (included in Exhibit 5.1)
  
      24.1          Power of Attorney (included in the signature pages of this Registration Statement)
  </TABLE>
  
  
  
  
  
  
                                       - 6 -
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b41167rss-8.txt", "description": "RSA SECURITY INC.", "secsgml_size_bytes": 9507}]
metadata_filer: {"company-data": {"conformed-name": "RSA SECURITY INC/DE/", "cik": "0000932064", "assigned-sic": "3577", "irs-number": "042916506", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73750", "film-number": "1796672"}, "business-address": {"street1": "36 CROSBY DRIVE", "city": "BEDFORD", "state": "MA", "zip": "01730", "phone": "7813015000"}, "mail-address": {"street1": "36 CROSBY DRIVE", "city": "BEDFORD", "state": "MA", "zip": "01730"}, "former-company": {"former-conformed-name": "SECURITY DYNAMICS TECHNOLOGIES INC /DE/", "date-changed": "19941027"}}
text: As filed with the Securities and Exchange Commission on November 20, 2001
  
                                                 Registration No. 333-____________
  
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  RSA SECURITY INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
                   DELAWARE                                      04-2916506
        (State or Other Jurisdiction of                       (I.R.S. Employer
         Incorporation or Organization)                     Identification Number)
  
    36 CROSBY DRIVE, BEDFORD, MASSACHUSETTS                           01730
    (Address of Principal Executive Offices)                        (Zip Code)
  
                    1994 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
  
                   AMENDED AND RESTATED 1998 NON-OFFICER EMPLOYEE
                          STOCK INCENTIVE PLAN, AS AMENDED
                             (Full Titles of the Plans)
  
                               ARTHUR W. COVIELLO, JR.
                                  RSA SECURITY INC.
                                   36 CROSBY DRIVE
                            BEDFORD, MASSACHUSETTS 01730
                       (Name and Address of Agent for Service)
  
                                   (781) 301-5000
            (Telephone Number, Including Area Code, of Agent for Service)
  CALCULATION OF REGISTRATION FEE
  Proposed               Proposed
         Title of                                       Maximum                Maximum
        Securities                  Amount              Offering               Aggregate                 Amount of
           to be                    to be                Price                 Offering                 Registration
        Registered                Registered            Per Share                Price                      Fee
  Common Stock, $.01 par           8,630,393            $14.49(2)           $125,054,387.33(2)           $31,263.60
  value                            shares (1)
  (1)      Consists of (i) 8,030,393 shares issuable under the Amended and
           Restated 1998 Non-Officer Employee Stock Incentive Plan, as amended,
           and (ii) 600,000 shares issuable under the 1994 Employee Stock Purchase
           Plan, as amended.
  
  (2)      Estimated solely for the purpose of calculating the registration fee,
           and based on the average of the high and low prices of the Common Stock
           on the Nasdaq National Market on November 16, 2001 in accordance with
           Rules 457(c) and 457(h) under the Securities Act of 1933.
  
                                       - 2 -
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  The information required by Part I is included in documents sent or given to
  participants in the Registrant's 1994 Employee Stock Purchase Plan, as amended,
  and Amended and Restated 1998 Non-Officer Employee Stock Incentive Plan, as
  amended, pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended.
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Statement of Incorporation by Reference
  
  Except as otherwise set forth below, this Registration Statement on Form S-8
  incorporates by reference the contents of (1) the Registration Statement on Form
  S-8, File No. 333- 84597, filed by the Registrant on August 5, 1999, relating to
  the Registrant's 1994 Employee Stock Purchase Plan, as amended, and (2) the
  Registration Statement on Form S-8, File No. 333-71075, filed by the Registrant
  on January 25, 1999, relating to the Registrant's 1998 Non-Officer Employee
  Stock Incentive Plan, as amended (collectively, the "Initial Registration
  Statements").
  
  Item 5 of each of the Initial Registration Statements is amended and restated in
  its entirety as follows:
  
           Item 5.  Interests of Named Experts and Counsel
  
                    The validity of the Common Stock offered hereby will be passed
           upon for the Registrant by Kathryn L. Leach, Assistant General Counsel
           of the Registrant. Ms. Leach owns 760 shares of Common Stock and
           options to purchase an aggregate of 34,500 shares of Common Stock,
           which become exercisable in periodic installments through March 2005.
  
                                       - 3 -
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act, the Registrant certifies
  that it has reasonable grounds to believe that it meets all of the requirements
  for filing on Form S-8 and has duly caused this Registration Statement to be
  signed on its behalf by the undersigned, thereunto duly authorized, in the Town
  of Bedford, Massachusetts on November 20, 2001.
  
                                    RSA SECURITY INC.
  
                                    By:  /s/ Arthur W. Coviello, Jr.
                                         -----------------------------------------
                                         Arthur W. Coviello, Jr.
                                         President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
  We, the undersigned officers and directors of RSA Security Inc. hereby severally
  constitute Charles R. Stuckey, Jr., Arthur W. Coviello, Jr. and Margaret K.
  Seif, and each of them singly, our true and lawful attorneys with full power to
  them, and each of them singly, to sign for us and in our names in the capacities
  indicated below, the Registration Statement on Form S-8 filed herewith and any
  and all subsequent amendments to said Registration Statement, and generally to
  do all such things in our names and behalf in our capacities as officers and
  directors to enable RSA Security Inc. to comply with all requirements of the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
                                       - 4 -
  Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  Signature                                      Title                                       Date
        ---------                                      -----                                       ----
  /s/ Arthur W. Coviello, Jr.                President, Chief Executive                     November 20, 2001
  -------------------------------------      Officer and Director (Principal
  Arthur W. Coviello, Jr.                     Executive Officer)
  
  /s/ John F. Kennedy                        Senior Vice President, Finance and             November 20, 2001
  -------------------------------------      Operations, and Chief
  John F. Kennedy                            Financial Officer (Principal
                                             Financial and Accounting Officer)
  
  /s/ Charles R. Stuckey, Jr.                Chairman of the Board of                       November 20, 2001
  -------------------------------------      Directors
  Charles R. Stuckey, Jr.
  
  /s/ Robert P. Badavas                      Director                                       November 20, 2001
  -------------------------------------
  Robert P. Badavas
  
  /s/ D. James Bidzos                                                                       November 20, 2001
  -------------------------------------      Director
  D. James Bidzos
  
  /s/ Richard L. Earnest                     Director                                       November 20, 2001
  -------------------------------------
  Richard L. Earnest
  
  /s/ Taher Elgamal                          Director                                       November 20, 2001
  -------------------------------------
  Taher Elgamal
  
  /s/ Gloria C. Larson                       Director                                       November 20, 2001
  -------------------------------------
  Gloria C. Larson
  
  /s/ Joseph B. Lassiter, III                Director                                       November 20, 2001
  -------------------------------------
  Joseph B. Lassiter, III
  
  /s/ James K. Sims                          Director                                       November 20, 2001
  -------------------------------------
  James K. Sims
  - 5 -
  EXHIBIT INDEX
  Exhibit
   Number                    Description
   ------                    -----------
  5.1          Opinion of Kathryn L. Leach, Esq.
  
      23.1          Consent of Deloitte & Touche LLP
  
      23.2          Consent of Ernst & Young LLP, Independent Auditors
  
      23.3          Consent of Kathryn L. Leach, Esq. (included in Exhibit 5.1)
  
      24.1          Power of Attorney (included in the signature pages of this Registration Statement)
  - 6 -