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: April 26, 2007
(Date of earliest event reported)
McAFEE, INC.
(Exact Name of Registrant as specified in Charter)
Delaware Commission File No.: 77-0316593
(State or other Jurisdiction 001-31216 I.R.S. Employer
of incorporation) Identification No.)
3965 Freedom Circle
Santa Clara, California 95054
(Address of Principal Executive Offices, including zip code)
(408) 346-3832
(Registrant's telephone number, including area code)
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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 (see General Instruction A.2. below):
|_| 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 2.02 Results of Operations and Financial Condition.
On April 26, 2007, McAfee, Inc. ("McAfee") issued a press release
announcing its preliminary results for the first quarter ended March 31, 2007. A
copy of the press release is attached hereto as Exhibit 99.1 and is hereby
furnished and not filed. Unless expressly incorporated into a filing of McAfee
under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, made after the date hereof, the information contained in this
Item 2.02 and in the furnished press release shall not be incorporated by
reference into any filing of McAfee, whether made before or after the date
hereof, regardless of any general incorporation language in any such filing.
The first quarter 2007 results are preliminary because McAfee (as
previously disclosed) has determined that it will need to restate its historical
financial statements to record additional non-cash charges for stock-based
compensation expense over a ten year period. McAfee currently expects that the
aggregate non-cash charges that will result from the restatement will likely be
in the range of $100 million to $150 million. Further, in addition to non-cash
charges for stock-based compensation, McAfee expects there to be related tax
effects and other expenses incurred and other adjustments recorded as a result
of the restatement. These adjustments could also affect the preliminary results
announced by McAfee on April 26, 2007, which are presented without taking into
account any adjustments which may be required as a result of the restatement.
McAfee intends to file its restated financial results and related periodic
reports as soon as practicable.
The unaudited financial information furnished in Exhibit 99.1, including
first quarter 2007 net income and net income per share, as well as comparisons
of these amounts and related trends between periods are subject to change as a
result of the restatement described above. These changes are likely to affect
the unaudited financial information included in Exhibit 99.1 and some of these
effects may be material. Consequently, as previously disclosed, McAfee has
concluded that its previously filed financial statements and related financial
information for the periods presented herein, including any such information
included in Exhibit 99.1, should no longer be relied upon. The information
furnished in Exhibit 99.1 does not reflect any of the developments relating to
the review of prior period option grants.
While McAfee believes that the unaudited financial information furnished
in Exhibit 99.1 has been prepared in accordance with Generally Accepted
Accounting Principles (GAAP) in the United States except for the uncertainties
for the above-noted items and except where specifically noted in such Exhibit
that a non-GAAP financial measure is used, it can give no assurance that all
adjustments are final and that all adjustments necessary to present its
financial information in accordance with GAAP have been identified. Therefore,
all results reported in the furnished Exhibit 99.1 should be considered
preliminary until McAfee files its quarterly report on Form 10-Q for the quarter
ended March 31, 2007.
This Form 8-K contains forward-looking statements which include those
regarding the expected non-cash charges for stock-based compensation, related
tax effects and other expenses incurred and adjustments recorded as a result of
the restatement of McAfee's historical financial statements, and the timing of
McAfee's filing of its restated financial results and related periodic reports.
Actual results could vary perhaps materially and the expected results may not
occur. In particular, McAfee may be required to make adjustments to its
unaudited preliminary first quarter 2007 results in addition to its financial
results previously reported for prior periods, as a result of its investigation
into its stock option grant practices. The forward-looking statements contained
in this Form 8-K are also subject to other risks and uncertainties, including
those more fully described in McAfee's filings with the SEC including its annual
report on Form 10-K for the year ended December 31, 2005 and its quarterly
reports filed on Form 10-Q.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated April 26, 2007 announcing preliminary first quarter
2007 results. (solely furnished and not filed herewith pursuant to Item
2.02)
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.
CAFEE, INC.
Date: April 26, 2007 By: /s/ Eric F. Brown
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Eric F. Brown
Chief Operating Officer and Chief
Financial Officer