-----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, V/QLsbR/3PG5foHP8zWLox4M+Zs+lKT4xqX7jBLuwswZTZCDOKscgexVWZEnN5+E 8iTmqG9f/73HERY/jDG6Ng== 0000891618-98-004231.txt : 19980918 0000891618-98-004231.hdr.sgml : 19980918 ACCESSION NUMBER: 0000891618-98-004231 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980917 EFFECTIVENESS DATE: 19980917 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: S-8 SEC ACT: SEC FILE NUMBER: 333-63627 FILM NUMBER: 98711128 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 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on September 17, 1998 Registration No. 333-_________________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NETWORKS ASSOCIATES, INC. (Exact name of registrant as specified in its charter) Delaware 77-0316593 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3965 Freedom Circle Santa Clara, California 95054 (408) 988-3832 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) NETWORKS ASSOCIATES, INC. 1997 STOCK INCENTIVE PLAN NETWORKS ASSOCIATES, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN PRETTY GOOD PRIVACY, INC. 1996 STOCK OPTION PLAN CYBERMEDIA, INC. 1993 STOCK PLAN (Full titles of the plans) William L. Larson Chief Executive Officer Networks Associates, Inc. 3965 Freedom Circle Santa Clara, California 95054 (408) 988-3832 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Jeffrey D. Saper, Esq. Kurt J. Berney, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304 ================================================================================ 2 CALCULATION OF REGISTRATION FEE
==================================================================================================================================== Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Securities to be Price Offering Registration to be Registered Registered(1) Per Share Price Fee - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock (par value $0.01 per share) to be issued under the Networks Associates, Inc. 1997 Stock Incentive Plan. 3,000,000 $39.8125(2) $119,437,500.00 $35,234 Common Stock (par value $0.01 per share) to be issued under the Networks Associates, Inc. 1994 Employee Stock Purchase Plan. 1,500,000 $39.8125(2) $ 59,718,750.00 $17,617 Common Stock (par value $0.01 per share) to be issued under the Pretty Good Privacy, Inc. 1996 Stock Option Plan. 34,488 $18.9393(3) $ 653,178.58 $ 193 Common Stock (par value $0.01 per share) to be issued under the CyberMedia, Inc. 1993 Stock Plan. 350,000 $26.4500(4) $ 9,257,500.00 $ 2,731 Totals 4,884,488 $189,066,928.50 $55,775 ==================================================================================================================================
(1) Represents the number of shares of the Registrant's Common Stock which may be issued to the Registrant's employees in the form of stock options pursuant to the Networks Associates, Inc. (the "Company") 1997 Stock Incentive Plan, the Company's 1994 Employee Stock Purchase Plan, the Pretty Good Privacy, Inc. 1996 Stock Option Plan and the Cybermedia, Inc. 1993 Stock Plan (collectively the "Plans"). Pursuant to Rule 416(a), this Registration Statement shall also cover any additional shares of the Registrant's Common Stock that become issuable under the aforementioned Plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant's outstanding shares of Common Stock. (2) The Proposed Maximum Offering Price Per Share is calculated pursuant to Rule 457(c) under the Act, and as such, is based upon the average of the high and low prices of the Company's Common Stock as reported on the Nasdaq National Market System within five (5) business days of the file date of this Registration Statement. On September 16, 1998, the average of the high and low prices of the Company's Common Stock was $39.8125. (3) The Proposed Maximum Offering Price Per Share is calculated pursuant to Rule 457(h) under the Act, and as such, is based upon the exercise prices of each outstanding option under the Pretty Good Privacy, Inc. 1996 Stock Option Plan (the "PGP Plan"). The weighted average exercise price of the shares subject to outstanding options under the PGP Plan is $18.9393 per share. (4) The Proposed Maximum Offering Price Per Share is calculated pursuant to Rule 457(h) under the Act, and as such, is based upon the exercise prices of each outstanding option under the CyberMedia, Inc. 1993 Stock Plan (the "CyberMedia Plan"). The weighted average exercise price of the shares subject to outstanding options under the CyberMedia Plan is $26.45 per share. 3 REGISTRATION STATEMENT ON FORM S-8 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents and information previously filed (File No. 000-20558) with the Securities and Exchange Commission (the "Commission") by Networks Associates, Inc. (the "Company") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are hereby incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1997; (b) The Company's Quarterly Report on Form 10-Q, for the Quarter ended June 30, 1998; (c) The Company's Current Reports on Form 8-K as filed on: August 14, 1998, June 16, 1998, as amended on July 1, 1998, April 29, 1998, April 3, 1998, March 28, 1998, February 25, 1998, February 12, 1998, February 10, 1998, December 11, 1997, November 24, 1997 and March 14, 1997; and (d) The description of the Company's Common Stock which is contained in the Company's Registration Statement on Form 8-A, filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, prior to the filing of a post-effective amendment which indicates that all securities registered have been sold or which de-registers all securities then remaining unsold under this registration statement, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's Second Restated Certificate of Incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability (i) for any breach of their duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. The Company's Restated Bylaws provide that the Company shall indemnify its directors and officers and may indemnify its employees and other agents to the fullest extent permitted by law. The Company believes that II-1 4 indemnification under its Restated Bylaws covers at least negligence and gross negligence on the part of indemnified parties. The Company's Restated Bylaws also permit the Company to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether the Company would have the power to indemnify him or her against such liability under the General Corporation Law of Delaware. The Company currently has secured such insurance on behalf of its officers and directors. The Company has entered into agreements to indemnify its directors and officers, in addition to indemnification provided for in the Company's Restated Bylaws. Subject to certain conditions, these agreements, among other things, indemnify the Company's directors and officers for certain expenses (including attorney's fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person's services as a director or officer of the Company, any subsidiary of the Company or any other company or enterprise to which the person provides services at the request of the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
Exhibit Number Description - ------ ------------------------------------------------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. 23.1 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.2 Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). 24.1 Power of Attorney (see page II-4).
ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: II-2 5 (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amend ment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Exchange Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Exchange Act and will be governed by the final adjudication of such issue. II-3 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 City of Santa Clara, State of California, on this 17th day of September, 1998. NETWORKS ASSOCIATES, INC. By: /s/ PRABHAT K. GOYAL ------------------------ Prabhat K. Goyal, Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Prabhat K. Goyal, his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendment to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on September 17, 1998 by the following persons and in the capacities indicated. SIGNATURE TITLE /s/ WILLIAM L. LARSON Chairman and Chief Executive ------------------------------- Officer William L. Larson /s/ PRAHAT K. GOYAL Chief Financial Officer ------------------------------- Prabhat K. Goyal /s/ LESLIE G. DENEND Director ------------------------------- Leslie G. Denend /s/ EDWIN L. HARPER Director ------------------------------- Edwin L. Harper /s/ VIRGINIA GEMMELL Director -------------------------------- Virginia Gemmell II-4 7 Index to Exhibits
Exhibit Number Description - ------ ------------------------------------------ 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. 23.1 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.2 Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). 24.1 Power of Attorney (see page II-4).
EX-5.1 2 OPINION OF WILSON SONSINI GOODRICH & ROSATI 1 EXHIBIT 5.1 September 17, 1998 Networks Associates, Inc. 3965 Freedom Circle Santa Clara, CA 95054 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about September 17, 1998 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 4,884,488 shares of your Common Stock to be issued under the Networks Associates, Inc. 1997 Stock Incentive Plan, the Networks Associates, Inc. 1994 Employee Stock Purchase Plan, the Pretty Good Privacy, Inc. 1996 Stock Option Plan and the CyberMedia, Inc. 1993 Stock Plan (collectively the "Shares"). As legal counsel for Networks Associates, Inc., we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares. It is our opinion that, when issued and sold in the manner referred to in the aforemention employee benefit plans, the Shares will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any amendments to it. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati ------------------------------------- EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 (File No. ) of our report dated January 20, 1998, except for the matters discussed in Notes 14 and 16, as to which the date is February 13, 1998, on our audits of the consolidated financial statements of Networks Associates, Inc. PricewaterhouseCoopers LLP San Jose, California September 17, 1998 -----END PRIVACY-ENHANCED MESSAGE-----