UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 916, 2003

RAINBOW TECHNOLOGIES, INC. ~~(Exact Name of Registrant as Specified in its Charter)~~

Delaware		0-16641		953745398
(State or Other Jurisdiction of Incorporation or Organization		(Commission File Number		(I.R.S.) Employer Identification No.)

(Exact Name of Registrant as Specified in its Charter)


Delaware	0-16641	95-3745398

(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. 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

Not applicable ~~(Former Name or Former Address, if Changed Since Last Report)~~

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

TABLE OF CONTENTS

	ITEM 7. FINANCIAL STATEMENTS
	Item 2. ACQUISITION AND DISPOSITION OF ASSETS
	ITEM 9. REGULATION FD DISCLOSURE
	Item 7. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99
EXHIBIT 2.1
EXHIBIT 99.1

~~ITEM 7~~Item 2. ~~FINANCIAL~~ACQUISITION ~~STATEMENTS~~AND DISPOSITION OF ASSETS

~~(a)~~ Acquisition of ~~Not applicable (b) Not applicable (c) The following exhibit is filed herewith:~~Chrysalis-ITS

~~Exhibit~~ On 99September 5, ~~Press~~2003, ~~Release~~pursuant ~~dated~~to ~~September~~a Business 9Combination Agreement,(“the ~~2003~~Agreement”) RTI Acquisition Corp.,(“RTI”) an Ontario corporation and wholly owned subsidiary of the Registrant, formed for the purpose of the transaction, amalgamated with a privately held hardware security developer and manufacturer, Chrysalis-ITS, Inc., (“Chrysalis”) an Ontario corporation, with headquarters in Ottawa, Canada. The purchase price for the transaction was $20 million cash and was funded by the Registrant’s working capital. The consideration for the transaction was determined through arms’-length negotiations. There was no material relationship between Chrysalis, the Chrysalis Shareholders, the Chrysalis Shareholders’ Representative, or their affiliates with RTI, the Registrant, or their affiliates.

~~ITEM~~ The name 9.of ~~REGULATION~~the FDamalgamated ~~DISCLOSURE~~company is Rainbow-Chrysalis Inc.

On The ~~September 9,~~foregoing ~~2003,~~description ~~Rainbow~~does ~~Technologies,~~not ~~Inc.~~purport ~~issued~~to abe ~~press~~complete ~~release announcing~~and ~~the~~is ~~completion~~qualified in of its ~~acquisition~~entirety ofby ~~Chrysalis-ITS.~~reference Ato ~~copy of~~ the ~~press~~ ~~release~~Agreement, which is attached tohereto ~~this Report~~ as ~~an exhibit and is incorporated~~ ~~herein by reference. The attached exhibit is furnished pursuant to Item~~Exhibit ~~12 of Form 8-K~~2.1.

A copy of the press release issued by the Registrant on September 9, 2003 concerning the foregoing transaction is filed as Exhibit 99.1 hereto.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

Financials Statements.


(a) and (b)		Not applicable.


(c)		Exhibits.

2.1		Business Combination Agreement dated September 5, 2003 by and among the Registrant, RTI, Chrysalis, and the Shareholders’ Representative.

99.1		Text of Press Release dated September 9, 2003

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.	~~RAINBOW TECHNOLOGIES, INC.~~
Date: September 9, 2003		By: /s/ Walter W. Straub
Date: September 16, 2003	By:	/s/ Walter W. Straub
		Walter W. Straub, President and Chief Executive Officer
		Walter W. Straub,
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit		Description
Exhibit No.		Description
99		Press Release dated September 9, 2003
2.1		Business Combination Agreement dated September 5, 2003 by and among the Registrant, Merger Sub, Chrysalis, and the Shareholders’ Representative.
99.1		Text of Press Release dated September 9, 2003

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