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): July 79, 2009

ENTRUST, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-24733

Maryland

621670648

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

5400 LBJ Freeway, Suite 1340, Dallas, Texas 75240

(Address of principal executive offices, including zip code)

972-728-0447

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2 1.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement

~~On July~~As previously announced, on April 712, 2009, Entrust, Inc., ~~(NASDAQ:~~a ~~ENTU)~~Maryland ~~(“Entrust”~~corporation or (the “Company”), ~~issued~~entered ainto ~~press~~an ~~release~~Agreement ~~announcing~~and ~~preliminary~~Plan ~~financial~~of Merger ~~results~~(the ~~for~~“Merger ~~its~~Agreement”) ~~fiscal~~by ~~quarter~~and ~~ended~~among ~~June 30,~~the ~~2009~~Company, ~~which~~HAC ~~includes~~Acquisition, ~~forward-looking statements~~Inc, ~~relating~~a toDelaware ~~2009~~corporation as(“Newco”), ~~presented~~and inHelen ~~the~~Acquisition ~~press~~Corporation, ~~release.~~a AMaryland ~~copy~~corporation ofand ~~Entrust’s~~a ~~press~~wholly ~~release~~owned issubsidiary ~~being~~of ~~furnished~~Newco ~~as Exhibit 99~~(“Merger Sub”).1 Pursuant to ~~this~~the ~~Report~~terms onof ~~Form~~the ~~8-K~~Merger ~~and~~Agreement, isMerger ~~incorporated~~Sub ~~herein~~will bybe ~~reference.~~merged ~~The~~with ~~information~~and ~~furnished~~into ~~pursuant~~the ~~to this Item 2.02~~Company, ~~including~~and ~~Exhibit~~as ~~99.1,~~a ~~shall~~result ~~not~~the beCompany ~~deemed~~will ~~“filed”~~continue ~~for~~as ~~purposes~~the ofsurviving ~~the~~corporation ~~Securities~~and ~~Exchange~~a ~~Act~~wholly owned subsidiary of ~~1934~~Newco (the “~~Exchange Act~~Merger”)~~, or otherwise subject to the liabilities under that Section and shall not be deemed to~~. beNewco ~~incorporated~~is controlled by ~~reference into any filing of Entrust under~~ the ~~Securities~~private ~~Act~~equity offund ~~1933~~Thoma orBravo, ~~the~~LLC ~~Exchange Act~~(“TB”).

InOn ~~addition~~July 9, to2009, ~~disclosing financial~~the ~~results~~board ~~calculated~~of indirectors ~~accordance~~of ~~with~~the Company ~~U.S.~~approved ~~generally~~the ~~accepted~~execution, ~~accounting~~delivery ~~principles~~and ~~(GAAP),~~performance ~~the~~of ~~Company’s~~an ~~preliminary~~amendment ~~earnings~~to ~~release~~the ~~contains~~Merger ~~non-GAAP~~Agreement ~~financial~~(the ~~measures.~~“Amendment”), ~~For~~pursuant ~~non-GAAP~~to ~~financial~~which ~~measures~~TB ~~presented~~would inacquire ~~the~~through ~~preliminary earnings~~Newco ~~release,~~all of the ~~most~~outstanding ~~directly~~shares ~~comparable~~of ~~financial~~the ~~measure~~Company isfor ~~provided,~~$2.00 ~~along~~per ~~with~~share ain ~~reconciliation~~cash, and of the ~~differences~~consummation ~~between~~of the ~~non-GAAP~~Merger, ~~financial~~with ~~measures.~~eight ~~Additionally,~~directors ~~the~~voting ~~Company~~to ~~offers~~approve the ~~following~~Merger ~~with~~and ~~respect~~one todirector ~~each~~(Douglas ~~non-GAAP adjustment~~Schloss) ~~item:~~abstaining.

•The principal ~~the~~changes ~~reasons~~between ~~why~~ the ~~Company’s~~Merger ~~management~~Agreement ~~believes~~and ~~theses~~the ~~non-GAAP~~Amendment ~~financial~~include ~~measures~~the ~~provides~~following: ~~useful information; and~~

• ifAn ~~material~~increase in the merger consideration from $1.85 per share to $2.00 per share, ~~any~~such ~~additional~~that, ~~purposes~~at ~~for~~the ~~which~~effective time of the Merger, each issued and outstanding share of common stock of the Company’s ~~management~~(collectively, ~~uses~~the “Common Stock”), other than shares owned by the ~~non-GAAP~~Company, ~~financial~~Newco ~~measure~~or Merger Sub, will be canceled and extinguished and automatically converted into the right to receive $2.00 in cash, without interest.

~~STOCK~~• ~~COMPENSATION~~An ~~EXPENSE~~increase in the amount of the “Company Termination Fee” that the Company would be required to pay to TB under certain circumstances from $4,577,200 to $4,948,725 (note that the increased amount represents the same percentage of the overall deal value as in the original Merger Agreement).

~~Management~~• ~~uses non-GAAP~~The ~~financial~~deletion ~~measures~~of ~~excluding~~all ~~Stock~~provisions ~~Compensation~~relating ~~Expense~~to ~~for~~the ~~managerial~~“go-shop” ~~assessment purposes~~process, including as a ~~means~~deletion toof ~~compare~~the ~~prior~~lower ~~periods~~termination ~~and~~fee ~~evaluate~~payable ~~operational~~by ~~results. Internal management reports and reports to~~ the ~~Board of Directors of the~~ Company ~~present~~in ~~both~~ the ~~GAAP~~event ~~and non-GAAP measure. The trend~~ of ~~stock~~transactions ~~option~~with ~~expense~~an is“Excluded ~~generally~~Party” ~~known~~identified ~~and~~pursuant ~~the~~to ~~plan details are fully disclosed in~~ the ~~Company’s~~terms ~~notes~~of ~~to its financial statements and~~ the ~~Company’s~~original ~~critical~~Merger ~~accounting policies further discuss~~Agreement.

~~Management~~• ~~believes~~The ~~stock~~deletion ~~compensation~~of ~~expense~~the ~~non-GAAP~~requirement ~~adjustment~~that isa ~~significant~~“Competing toAcquisition ~~investors~~Transaction” ~~because~~(as ~~stock compensation~~defined ~~expenses~~in ~~are~~the ~~non-cash~~Merger ~~items,~~Agreement) ~~their~~needs ~~fair~~to ~~value~~have inbeen ~~the~~announced ~~financial~~prior ~~statements~~to isthe ~~estimated,~~termination ~~and~~of the ~~non-GAAP~~Merger ~~adjustment~~Agreement ~~allows~~in ~~comparability~~order to ~~prior~~trigger ~~periods~~payment ~~for~~of ~~which~~the ~~they~~Company ~~were~~Termination ~~not~~Fee ~~expensed~~in ~~under~~the ~~GAAP,~~event ~~prior~~that towithin one year following the ~~implementation~~termination of ~~SFAS 123R.~~the Merger Agreement the Company enters into a definitive agreement and consummates alternative transaction.

~~AMORTIZATION~~• OFAn ~~PURCHASED~~increase ~~INTANGIBLES~~in the payment from $1,000,000 to $2,000,000 that the Company would have to pay to TB in the event the Company does not obtain the required stockholder approval of the transaction at the special meeting of stockholders (recently postponed from July 10, 2009 until July 28, 2009).

~~Management~~The ~~excludes~~foregoing ~~the~~description ~~amortization~~ of ~~purchased intangibles when assessing and making decision regarding operational and R&D funding decisions. Management believes~~ the ~~non-GAAP~~Amendment ~~adjustment~~ is ~~significant~~only ~~to investors because the amortization of purchased intangibles is~~ a ~~non-cash item~~summary, ~~and~~does ~~the~~not ~~amount~~purport ~~was~~to ~~determined~~be ascomplete ~~a result of a prior acquisition decision~~ and is ~~not~~qualified ~~indicative~~in ofits ~~future~~entirety ~~cash~~by ~~operating~~reference ~~costs. Disclosure of this amount also allows investors~~ to ~~measure~~ the ~~amount~~Amendment, ofwhich ~~current~~is ~~funding~~attached inas ~~R&D~~Exhibit 2.1 ~~The~~to ~~trend~~this ofCurrent ~~amortization~~Report ison Form ~~known~~8-K and is ~~detailed~~incorporated inherein ~~the~~by ~~notes to the Company’s accounting statements~~reference.

~~ACQUISITION~~On ~~RELATED~~July 10, ~~EXPENSES~~2009, the Company issued a press release (the “Press Release”) announcing that it had entered into the Amendment and describing the terms of the Amendment. A copy of the Press Release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Management evaluates current operational performance by excluding acquisition related expenses, and as a means to compare prior periods which also exclude such expenses. The Company believes the non-GAAP adjustment is significant to investors because it relates to expenses associated with the proposed acquisition by Thoma Bravo. The expenses associated with the proposed acquisition are not indicative of future cash operations costs and they allow comparability to prior periods. The trend of acquisition related expenses is not generally known. However, the cash commitments and estimated recoveries are fully disclosed in the Company’s notes to its financial statements and the Company’s critical accounting policies further discuss the risks associated with the estimates.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated July 7, 2009, announcing preliminary financial results for the fiscal quarter ended June 30, 2009 (furnished herewith).
2.1		Amendment No.1 to the Agreement and Plan of Merger, dated July 9, 2009 by and among the Company, Newco and Merger Sub
99.1		Press Release, dated July 10, 2009.

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.

				ENTRUST, INC.
Date: July 7, 2009				/s/ David J. Wagner
Date: July 10, 2009				/s/ David J. Wagner
				David J. Wagner
				Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated July 7, 2009, announcing preliminary financial results for the fiscal quarter ended June 30, 2009.
2.1		Amendment No.1 to the Agreement and Plan of Merger, dated July 9, 2009 by and among the Company, Newco and Merger Sub
99.1		Press Release, dated July 10, 2009.

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