Schedule 13D Page 1 of 10
SEC 1746 POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
(2-98) INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO
RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 2002
Estimated average burden
hours per response 14.9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
McAfee.com Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
579062 10 0
--------------------------------------------------------------------------------
(CUSIP Number)
George Samenuk
Network Associates, Inc.
3965 Freedom Circle
Santa Clara, CA 95054
(408) 988-3832
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 16, 2002
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [X]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.579062 10 0
--------------------------------------------------------------------------------
1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Networks Associates, Inc. (I.R.S. employer identification number
77-0316593)
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions) OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power
Number of 36,000,000* shares
Shares -----------------------------------------------------------------
8 Shared Voting Power
Beneficially
0
Owned by
-----------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting 36,000,000 shares
Person -----------------------------------------------------------------
10 Shared Dispositive Power
With
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
36,000,000 shares
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
75.4%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Class A Common Stock of McAfee.com
Corporation ("McAfee.com"). The principal business address of the Issuer is 535
Oakmead Parkway, Sunnyvale, California 94085.
------------------
* Generally, each holder of the Issuer's Class A Common Stock is
entitled to one vote per share and each holder of the Issuer's Class B Common
Stock is entitled to three votes per share.
-2-
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Networks Associates, Inc. ("NAI"). NAI
is a corporation organized under the laws of the State of Delaware and is
principally engaged in the business of the development, marketing and sale of
software products. The principal business address is 3965 Freedom Circle, Santa
Clara, California 95054.
Reference is made to the announcement on March 18, 2002, by Network
Associates, Inc. ("NAI") that NAI intends to commence an exchange offer to
acquire each of the outstanding shares of McAfee.com Class A Common Stock in
exchange for 0.675 shares of NAI common stock. The related press release is
filed as an exhibit herewith and is incorporated by reference herein. Also filed
as an exhibit hereto is the letter sent to the McAfee.com board of directors
advising them of the exchange offer.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Prior to the announcement of the exchange offer, NAI owned 36,000,000
shares of McAfee.com Class B Common Stock, which comprises all the shares of
such class which are outstanding. Pursuant to the exchange offer, NAI is
proposing to acquire all of the outstanding shares of McAfee.com Class A Common
Stock at an exchange ratio of 0.675 shares of NAI common stock for every share
of McAfee.com Class A Common Stock. It is expected that the shares of NAI Common
Stock that NAI proposes to use in the exchange offer will be newly issued shares
of common stock to be registered pursuant to a registration statement on Form
S-4 that NAI expects to file on or about March 25, 2002.
ITEM 4: PURPOSE OF TRANSACTION
Upon completion of the exchange offer, NAI intends to effectuate a
short-form merger whereby the remaining holders of McAfee.com Class A Common
Stock will receive 0.675 shares of NAI common stock in exchange for each share
held by them of McAfee.com Class A Common Stock (unless appraisal rights are
properly perfected), and a wholly-owned subsidiary of NAI will be merged with
McAfee.com pursuant to the Delaware General Corporation Law.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Schedule, NAI beneficially owns
36,000,000 shares of McAfee.com Class B Common Stock, which
shares are convertible into 36,000,000 shares of McAfee.com
Class A Common Stock. The NAI holdings represent 75.4% of the
outstanding shares of McAfee.com Class A Common Stock.
(b) Sole Voting Power: 36,000,000 shares of Class B Common Stock*
Shared Voting Power: 0 shares
Sole Dispositive Power: 36,000,000 shares of Class B Common Stock*
Shared Dispositive Power: 0 shares
(c) NAI has not effected any other transactions in the shares of
McAfee.com Class A Common Stock during the past 60 days.
(d) Not applicable.
------------------
* Generally, each holder of the Issuer's Class A Common Stock is
entitled to one vote per share and each holder of the Issuer's Class B Common
Stock is entitled to three votes per share.
-3-
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See Item 2 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Press release dated March 18, 2002, announcing exchange offer.
Letter from Network Associates, Inc. to the board of directors of
McAfee.com
-4-
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date
/S/ Stephen C. Richards
--------------------------------------------------------------------------------
Signature
Stephen C. Richards
--------------------------------------------------------------------------------
Name
Chief Operating Officer and Chief Financial Officer
--------------------------------------------------------------------------------
Title
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
-5-
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
1 Press release dated March 18, 2002, announcing exchange offer.
2 Letter from Network Associates, Inc. to the board of directors
of McAfee.com
-6-
EXHIBIT 1
Network Associates Announces Plans to Acquire Publicly Held Shares of
McAfee.com
SANTA CLARA, Calif., March 18 / -- Network Associates, Inc. (NYSE: NET) today
announced that it plans to commence an exchange offer for all outstanding
publicly held shares of Class A common stock of McAfee.com (Nasdaq: MCAF).
Network Associates currently owns approximately 75% of McAfee.com.
"This recombination is intended to deliver on the promise we made 14 months ago
to focus Network Associates on customer needs, eliminate confusion across
business units, and streamline our operations," said George Samenuk, chairman
and CEO of Network Associates. "We believe this move is good for customers,
allowing us to combine the powerful Network Associates security technologies
with the innovative services and distribution offered by McAfee.com."
"Through their ownership of Network Associates shares, McAfee.com stockholders
will have the opportunity to continue to participate in McAfee.com's business as
well as Network Associates' ongoing new product roll-outs and strategic business
initiatives," added Samenuk.
Network Associates intends on filing an exchange offer with the Securities and
Exchange Commission on or about March 25, 2002, through which Network Associates
would acquire all of the outstanding publicly held shares of McAfee.com Class A
common stock.
McAfee.com stockholders will be offered 0.675 shares of Network Associates
common stock in a tax-free exchange for each outstanding share of McAfee.com
Class A common stock. Based on a per share closing price of $27.61 for Network
Associates common stock and $15.54 for McAfee.com Class A common stock on March
15, 2002, the offer represents a value of approximately $18.64 per share of
McAfee.com Class A common stock, or a premium of approximately 20% over
McAfee.com's closing stock price on March 15, 2002. The offer will be
conditioned on the tender of a sufficient number of McAfee.com Class A shares
such that, after the offer is completed, Network Associates would own at least
90% of all outstanding shares of McAfee.com common stock as well as other
customary conditions. If the conditions to the offer are met and the offer is
completed, Network Associates will effect a "short-form" merger of McAfee.com
with a Network Associates subsidiary. In the merger, each remaining McAfee.com
Class A share will be exchanged (unless holders perfect appraisal rights under
Delaware law) into the same number of shares of Network Associates common stock
as is paid in the exchange offer.
If completed, the offer and merger are expected to result in a $0.01 per share
reduction in the 2002 pro forma earnings for the consolidated entity, due to the
issuance of approximately 8 million shares in the transaction. 2002 pro forma
earnings for the consolidated entity include Network Associates' and
McAfee.com's previously announced expected operating results for 2002 and
exclude interest expense on Network Associates' convertible debt, amortization
expense, compensation charges relating to employee stock options and one-time
charges.
Network Associates will host a conference call today at 8:30 a.m. Eastern time,
5:30 a.m. Pacific time. Participants should call (888) 603-6977 (domestic) or
(712) 257-2860 (international), pass code: NET. Attendees should dial in at
least 15 minutes prior to the conference call. A playback of the call will be
available through May 17, 2002 by calling (888) 299-2239 (domestic), (402)
998-1228 (international), pass code: NET.
-7-
Additional Information and Where to Find It
In connection with the proposed transaction, Network Associates will file an
exchange offer prospectus and related materials with the Securities and Exchange
Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THIS DOCUMENT AND
RELATED MATERIALS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of the
exchange offer prospectus (when available) and other documents filed by Network
Associates with the Commission at the Commission's web site at
http://www.sec.gov. Free copies of the exchange offer prospectus, once
available, as well as Network Associates' related filings made with the
Commission, may also be obtained from Network Associates by directing a request
to Network Associates' Investor Relations Department at: 3965 Freedom Circle,
Santa Clara, CA 95054.
About Network Associates
With headquarters in Santa Clara, Calif., Network Associates, Inc. is a leading
supplier of network security and availability solutions. Network Associates is
comprised of three product groups: McAfee Security, delivering world-class
anti-virus and security products; Sniffer Technologies, a leader in network
availability and system security; and Magic Solutions, a leader in innovative
service management solutions. For more information, Network Associates can be
reached at 972-308-9960 or on the Internet at http://www.nai.com.
Safe Harbor Statement
The foregoing news release contains forward-looking statements. Forward- looking
statements include those regarding Network Associates' exchange offer, the
anticipated benefits of the recombination of Network Associates and McAfee.com,
expected operating results for 2002 and the financial impact of the exchange
offer on 2002 pro forma operating results for the consolidated entity. Neither
Network Associates nor McAfee.com has updated prior guidance as to expected 2002
operating results, and the statements in this news release should not be
construed as an update of such guidance. Actual results may vary, perhaps
materially, from those contained in the forward-looking statements and the
expected results may not occur. Actual operating results for Network Associates
and McAfee.com may differ from prior guidance. Network Associates may not
realize the expected benefits from the recombination with McAfee.com and, if the
offer and merger occur, 2002 pro forma operating results for the consolidated
entity may be impacted by more than $0.01 per share. Network Associates may not
commence or complete the exchange offer or merger described in this news
release. Investors should read Network Associates' prospectus and tender offer
statement, when these documents are available, describing the proposed exchange
offer and merger and the documents incorporated therein for a more detailed
discussion of the offer and merger and the associated risks and uncertainties.
Network Associates is under no obligation and does not intend to update any of
these forward-looking statements, even if experience or future changes make it
clear that any proposed results experienced or implied therein will not be
realized.
-8-
EXHIBIT 2
March 16, 2002
Board of Directors
McAfee.com Corporation
535 Oakmead Parkway
Sunnyvale, California 95051
Dear McAfee.com Board of Directors:
Our Board of Directors has determined that it is desirable to recombine
McAfee.com and Network Associates. We believe this step is strategically and
operationally compelling. Among other things, a recombination will allow for a
more targeted market approach, particularly in the consumer and small to
medium-sized business market for our products, and will serve to reduce or
eliminate market, customer and brand confusion due to similarities in our
products, customers and Web sites.
Our Board of Directors has authorized us to make an exchange offer
pursuant to which the public stockholders of McAfee.com will be offered 0.675
shares of common stock of Network Associates in a tax-free exchange for each
outstanding share of McAfee.com Class A common stock. Based on the $27.61
closing price of our shares on March 15, 2002, our offer represents a value of
approximately $18.64 per Class A share and a 20% premium to the closing price of
McAfee.com Class A common stock on that date.
Our offer is being made directly to McAfee.com's stockholders, and we
believe that it should be well received by them. As noted, our offer represents
a meaningful premium to your market price. Furthermore, McAfee.com stockholders,
through their ownership of Network Associates common stock, will continue to
participate in McAfee.com's business and will also participate in our other
businesses.
Our offer is conditioned on the tender of a sufficient number of shares
of McAfee.com Class A common stock such that, after the offer is completed, we
would own at least 90% of the outstanding shares of McAfee.com common stock.
Other conditions to the offer will be customary.
Assuming that the conditions to the offer are satisfied and that the offer is
completed, we will then effect a "short form" merger of McAfee.com with a
subsidiary of Network Associates as soon as practicable thereafter. In this
merger, the remaining McAfee.com public stockholders will receive the same
consideration as in the offer, subject to the exercise of appraisal rights, if
any.
We intend to file our offering materials with the Securities and
Exchange Commission and commence our exchange offer on or about March 25, 2002.
Network Associates is not seeking, and as the offer is being made directly to
McAfee.com's stockholders Delaware law does not require, approval of the offer
from McAfee.com's Board of Directors. We, however, encourage you to consult with
your outside counsel as to the obligations of McAfee.com's Board of Directors to
respond to our offer under the U.S.
-9-
tender offer rules. Also enclosed is a copy of the press release that will be
issued in connection with the offer.
Sincerely,
/s/ George Samenuk
----------------------------
George Samenuk
Chairman and Chief Executive