Item 8.01 Other Events As described in the press release attached hereto as Exhibit 99.1 SafeNet, Inc. announced that NASDAQ's Listing and Hearing Review Council notified SafeNet on February 7, 2007 that it has stayed the Nasdaq Listing Qualifications Panel's (the "Panel") decision to suspend trading in SafeNet's securities, pending a review of the decision by the Listing Council. SafeNet may submit any additional information it wishes to the Listing Council to consider as part of this review by March 30, 2007. After receipt of SafeNet's submission by March 30th, the Listing Council will review the Panel's decision on the basis of the written record. Item 9.01 Financial Statements and Exhibits (d) Exhibits 99.1 Press Release dated February 8, 2007 -------------------------------------------------------------------------------- SIGNATURE 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. Dated: February 8, 2007 SAFENET, INC. By: /s/ John W. Frederick ------------------------------------- John W. Frederick, Chief Financial Officer