-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LQYVocCQ6Tujdi91XuC15tocTtYHA8f8ZgrHmJHKxbWXSdYEOb3iGCJO3+qK3aDz 8j88djvz0DxUOM0nhIHpVg== 0000891618-98-003896.txt : 19980817 0000891618-98-003896.hdr.sgml : 19980817 ACCESSION NUMBER: 0000891618-98-003896 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980812 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETWORKS ASSOCIATES INC/ CENTRAL INDEX KEY: 0000890801 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770316593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-11155 FILM NUMBER: 98687495 BUSINESS ADDRESS: STREET 1: 3965 FREEDOM CIRCLE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089883832 MAIL ADDRESS: STREET 1: 3965 FREEDOM CIRCLE CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: MCAFEE ASSOCIATES INC DATE OF NAME CHANGE: 19930328 8-K 1 FORM 8-K 1 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) August 12, 1998 NETWORKS ASSOCIATES, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware -------------------------------------------------- (State or other jurisdiction of incorporation) 0-20558 77-0316593 (Commission File No.) (IRS Employer Identification Number) 3965 Freedom Circle Santa Clara, California 95054 ---------------------------------------- (Address of Principal Executive Offices) (408) 988-3832 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 2 Item 2. Acquisition or Disposition of Assets On August 12, 1998, pursuant to the terms of the Transaction Agreement, dated June 9, 1998 (the "Transaction Agreement"), by and between Dr Solomon's Group PLC, a corporation duly organized and existing under the laws of England and Wales ("Dr Solomon's"), and Networks Associates, Inc., a Delaware corporation ("Network Associates" or the "Company"), Network Associates acquired all the issued share capital of Dr Solomon's (the "Acquisition") by means of a Scheme of Arrangement in accordance with Section 425 of the Companies Act (as amended) of England and Wales, and Dr Solomon's became a wholly-owned subsidiary of Network Associates. The consideration paid by Network Associates in the Acquisition consisted of an aggregate of approximately 15.3 million shares of Network Associates Common Stock (including 1.7 million shares held in trust pending the exercise of certain outstanding Dr Solomon's options). Holders of Dr Solomon's Ordinary Shares received 0.27625 shares of Network Associates Common Stock for each Dr Solomon's Ordinary Share. As one Dr Solomon's American Depository Share ("ADS") represented three Dr Solomon's Ordinary Shares, this is equivalent to 0.82875 shares of Network Associates Common Stock for each Dr Solomon's ADS. -2- 3 Item 7. Financial Statements and Exhibits (a) Financial Statements of Business Acquired. The financial statements of Dr Solomon's for the periods specified in Section 210.3-50(b) of the Exchange Act of 1934 (the "Act") required to be filed by this item are hereby incorporated by reference to the Company's Report on Form 8-K/A filed with the Commission on July 1, 1998. (b) Pro Forma Financial Information. The pro forma financial information required by this item and Article 11 of Regulation S-X of the Act is hereby incorporated by reference to the Company's Report on Form 8-K/A filed with the Commission on July 1, 1998. (c) Exhibits 2.1 Press Release, dated August 12, 1998. 2.2 Press Release, dated August 12, 1998. 99.1 Financial Statements of Business Acquired (1). 99.2 Pro Forma Financial Information (1). - ------------ (1) Incorporated by reference to the Company's Report on From 8-K/A filed with the Commission on July 1, 1998. -3- 4 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. NETWORKS ASSOCIATES, INC. Dated: August 13, 1998 By: /s/ Prabhat K. Goyal ------------------------------------- Prabhat K. Goyal Chief Financial Officer -4- 5 NETWORKS ASSOCIATES, INC. CURRENT REPORT ON FORM 8-K INDEX TO EXHIBITS Exhibit No. Description 2.1 Press Release, dated August 12, 1998. 2.2 Press Release, dated August 12, 1998. 99.1 Financial Statements of Business to be Acquired (1). 99.2 Pro Forma Financial Information (1). - ------------ (1) Incorporated by reference to the Company's Report on From 8-K/A filed with the Commission on July 1, 1998. EX-2.1 2 PRESS RELEASE, DATED AUGUST 12, 1998 1 Exhibit 2.1 Wednesday August 12, 8:02 am Eastern Time Company Press Release SOURCE: Networks Associates, Inc. Networks Associates, Inc., Dr Solomon's Group PLC Scheme Of Arrangement Court Approval SANTA CLARA, Calif. and AYLESBURY, United Kingdom, Aug. 12 /PRNewswire/ -- Networks Associates, Inc. (Nasdaq: NETA - news) and Dr Solomon's Group PLC (EASDAQ: SOLL; Nasdaq: SOLLY) announce that at the High Court hearing held earlier today, the Scheme of Arrangement (under Section 425 of the Companies Act 1985) ("the Scheme"), under which Network Associates is to acquire the entire issued share capital of Dr Solomon's, was sanctioned by the Court. Accordingly, the Scheme is expected to become effective later today upon registration of the Court Order sanctioning the Scheme with the UK Registrar of Companies. Upon the Scheme becoming effective, each Dr Solomon's Ordinary Share in issue at 10:00 pm (London time) on August 11 will be cancelled and an equal number of new Dr Solomon's Ordinary Shares will be issued to Network Associates so that Dr Solomon's will become a wholly-owned subsidiary of Network Associates. As consideration for the Acquisition, Network Associates will issue to the holders of Dr Solomon's Ordinary Shares 0.27625 shares of new Network Associates Common Stock for each Dr Solomon's Ordinary Share and to the holders of Dr Solomon's ADSs (each representing 3 Dr Solomon's Ordinary Shares) 0.82875 shares of new Network Associates Common Stock for each Dr Solomon's ADS. Enquiries: Dr Solomon's David Stephens +44 1296 318 700 Goldman Sachs International Fergal O'Driscoll +44 171 774 1000 Greg Lemkau +1 415 393 7500 Shandwick Consultants Rollo Head +44 171 329 0096 Network Associates Richard Hornstein +1 408 346 3832 Jennifer Keavney +1 408 346 3278 Morgan Stanley Andrew Bell +44 171 425 5555 Nicholas Osborne +1 415 234 5700 Copithorne & Bellows Alissa Bushnell +1 415 975 2224
This announcement is published on behalf of Network Associates and Dr Solomon's and has -5- 2 been approved by Morgan Stanley & Co. Limited and Goldman Sachs International, each of which is regulated by The Securities and Futures Authority Limited, for the purposes of section 57 of the Financial Services Act 1986. Morgan Stanley and Co. Limited, which is regulated by The Securities and Futures Authority Limited, is acting for Network Associates in connection with the Acquisition and no-one else and will not be responsible to anyone other than Network Associates for providing the protections afforded to customers of Morgan Stanley and Co. Limited, nor for providing advice in relation to the Acquisition. Goldman Sachs International, which is regulated by the Securities and Futures Authority Limited, is acting for Dr Solomon's in connection with the Acquisition and no-one else and will not be responsible to anyone other than Dr Solomon's for providing the protections afforded to customers of Goldman Sachs International, nor for providing advice in relation to the Acquisition. This announcement does not constitute an offer or an invitation to purchase any securities. SOURCE: Networks Associates, Inc. EX-2.2 3 PRESS RELEASE, DATED AUGUST 12, 1998 1 Exhibit 2.2 Wednesday August 12, 12:14 pm Eastern Time Company Press Release SOURCE: Networks Associates, Inc. Networks Associates, Inc. Dr Solomon's Group PLC Scheme of Arrangement Registration of Court Order SANTA CLARA, Calif. and AYLESBURY, UK, Aug. 12 /PRNewswire/ -- Networks Associates, Inc. (Nasdaq: NETA - news) and Dr Solomon's Group PLC (Easdaq: SOLL; Nasdaq: SOLLY) confirm that the Order of the High Court of England and Wales approving the Scheme of Arrangement has now been registered with the UK Registrar of Companies and, accordingly the entire issued share capital of Dr Solomon's has been acquired by Network Associates. Following completion of the acquisition, Dr Solomon's American Depository Shares will be de-listed from Nasdaq and Easdaq and shares of Network Associates Common Stock issued to former holders of Dr Solomon's Ordinary Shares and American Depository Shares will be quoted on Nasdaq. Enquiries: Dr Solomon's David Stephens +44 1296 318 700 Goldman Sachs International Fergal O'Driscoll +44 171 774 1000 Greg Lemkau +1 415 393 7500 Shandwick Consultants Rollo Head +44 171 329 0096 Network Associates Richard Hornstein +1 408 346 3832 Jennifer Keavney +1 408 346 3278 Morgan Stanley Andrew Bell +44 171 425 5555 Nicholas Osborne +1 415 234 5700 Copithorne & Bellows Alissa Bushnell +1 415 975 2224
This announcement is published on behalf of Network Associates and Dr Solomon's and has been approved by Morgan Stanley & Co. Limited and Goldman Sachs International, each of which is regulated by The Securities and Futures Authority Limited, for the purposes of section 57 of the Financial Services Act 1986. Morgan Stanley and Co. Limited, which is regulated by The Securities and Futures Authority Limited, is acting for Network Associates in connection with the Acquisition and no-one else and will not be responsible to anyone other than Network Associates for providing the 2 protections afforded to customers of Morgan Stanley and Co. Limited, nor for providing advice in relation to the Acquisition. Goldman Sachs International, which is regulated by the Securities and Futures Authority Limited, is acting for Dr Solomon's in connection with the Acquisition and no-one else and will not be responsible to anyone other than Dr Solomon's for providing the protections afforded to customers of Goldman Sachs International, nor for providing advice in relation to the Acquisition. This announcement does not constitute an offer or an invitation to purchase any securities. SOURCE: Networks Associates, Inc. -----END PRIVACY-ENHANCED MESSAGE-----