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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 0-20558
---------------------
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
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 988-3832
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the issuer as of December 31, 2001 was approximately $3,582,411,290. The number
of shares outstanding of the issuer's common stock as of December 31, 2001 was
140,699,222.
---------------------
EXPLANATORY NOTE
Networks Associates, Inc. hereby amends its Form 10-K for the year ended
December 31, 2001 as set forth in this form 10-K/A. This form 10-K/A amends
Items 10, 11, 12, 13 and 14. Item 14 is amended solely to correct the date of
the report of the company's independent accountants.
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PART III
Set forth below is certain information responsive to Items 10-13 of Form
10-K. This information may be supplemented or amended by the information
contained in Network Associates' 2002 Proxy Statement on Schedule 14A to be
filed with the Commission on or about April 11, 2002.
ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
BOARD OF DIRECTORS
We have a classified board of directors which is divided into three classes
with staggered three-year terms. At each annual meeting, the term of one class
expires. Directors in each class serve for terms of three years. Pursuant to our
bylaws, eight directors are authorized for our board of directors. We currently
have six serving directors and two vacancies.
Leslie Denend has been a director of the company since June 1995. From
December 1997 to April 1998, Mr. Denend was president of the company. From June
1993 to December 1997, Mr. Denend was chief executive officer and president of
Network General Corporation. From February 1993 to June 1993, Mr. Denend was
senior vice president of Network General Corporation. Mr. Denend serves as a
director of Exponent, Inc, Rational Software Corp. and United Services
Automobile Association (USAA).
George Samenuk joined the company in January 2001 as chief executive
officer, and was appointed as a director at that time. In April 2001, Mr.
Samenuk was named chairman of the board of directors. From January 2000 to
January 2001, Mr. Samenuk served as president and chief executive officer of
TradeOut, Inc., a private online exchange company. From April 1999 to January
2000, Mr. Samenuk served as general manager, Americas at IBM Corporation. From
August 1996 to April 1999, Mr. Samenuk was general manager, ASEAN/South Asia at
IBM Corporation. Mr. Samenuk has been a director of McAfee.com Corporation since
January 2001, and has served as the chairman of its board since March 2001.
Robert Dutkowsky has been a director of the company since April 2001. Since
January 2002, Mr. Dutkowsky has served as president and CEO of J.D. Edwards &
Company and in March 2002, Mr. Dutkowsky was named chairman of its board of
directors. From October 2001 to January 2002, Mr. Dutkowsky served as president
of the assembly test division of Teradyne, Inc. From April 2000 to October 2001,
Mr. Dutkowsky served as president and chief executive officer of GenRad Inc.,
which was acquired by Teradyne, Inc. in October 2001. From September 1999 to
April 2000, Mr. Dutkowsky served as executive vice president, Markets and
Channels of EMC Corporation. From September 1997 to September 1999, Mr.
Dutkowsky served as president of Data General, a division of EMC. Prior to
joining EMC, Mr. Dutkowsky spent 20 years with IBM Corporation, in a series of
sales, marketing and senior management roles.
Robert Pangia has been a director of the company since April 2001. Since
1996, Mr. Pangia has been self-employed as a consultant. From April 1987 to
December 1996, Mr. Pangia held a number of senior level management positions at
PaineWebber Incorporated, including director of Investment Banking. Mr. Pangia
currently serves on the board of directors of ICOS Corporation and IDEC
Pharmaceuticals Corporation.
Virginia Gemmell has been a director of the company since September 1996.
Ms. Gemmell founded Glidepath, Inc., a consulting firm, and has served as its
president since August 1995. From May 1986 to August 1995, Ms. Gemmell was a
managing partner of Synectics, Inc., a consulting firm.
Edwin Harper has been a director of the company since January 1993. From
September 1999 to June 2001, Mr. Harper was chief executive officer and
president of Manufacturing Technology Incorporated, a slicing saw manufacturer.
From June 1996 to December 1998, Mr. Harper was president and chief executive
officer of SyQuest Technology, Inc., a manufacturer of computer peripherals.
From June 1993 to April 1996, Mr. Harper was president and chief executive
officer of ComByte, Inc., a privately held PC peripherals company. Mr. Harper
currently serves as a director of Avocent Corporation. In November 1998, SyQuest
filed a petition under Chapter 11 of the United States Bankruptcy Code.
1
NAMED EXECUTIVE OFFICERS
George Samenuk joined the company in January 2001 as chief executive
officer, and was appointed as a director. In April 2001, Mr. Samenuk was named
chairman of the board of directors. From January 2000 to January 2001, Mr.
Samenuk served as president and chief executive officer of TradeOut, Inc., a
private online exchange company. From April 1999 to January 2000, Mr. Samenuk
served as general manager, Americas at IBM Corporation. From August 1996 to
April 1999, Mr. Samenuk was general manager, ASEAN/South Asia at IBM
Corporation. Mr. Samenuk has been a director of McAfee.com Corporation since
January 2001, and has served as the chairman of its board of directors since
March 2001.
Stephen Richards joined the company in April 2001 as executive vice
president and chief financial officer. In April 2001, Mr. Richards was named a
director of McAfee.com Corporation. In November 2001, Mr. Richards was also
named chief operating officer. From April 1996 to August 2000, Mr. Richards
served in several senior level executive positions with E*Trade Group, Inc.,
including chief financial officer. From October 1984 to March 1996, Mr. Richards
served as managing director and chief financial officer of the Correspondent
Clearing Division of Bear Stearns. He has also held management positions with
A.G. Becker Paribas, Jefferies Group, Inc. and Coopers & Lybrand LLP. Mr.
Richards is a director of TradeStation Group.
Gene Hodges has served as president of the company since November 2001. Mr.
Hodges served as president of the McAfee product group from January 2000 to
November 2001, and from August 1998 to January 2000, he served as vice president
of security marketing. Mr. Hodges joined Network Associates in 1995 and served
in numerous other management positions with the company. Prior to joining
Network Associates, Mr. Hodges was vice president of marketing for a wireless
data startup and managed a business unit for Digital Equipment Corporation.
Arthur Matin is currently the president of the company's McAfee product
group. Mr. Matin joined the company in October 2001. From May 2000 to October
2001, Mr. Matin was senior vice president of worldwide sales and marketing at
CrossWorlds Software Inc. From January 2000 to May 2000, Mr. Matin served as
senior vice president of worldwide sales for CrossWorlds. From January 1999 to
January 2000, Mr. Matin served as vice president of the industrial sector at
IBM. From 1980 to 1999, Mr. Matin held various other management positions at
IBM, including general manager, Industries, Asia Pacific, general manager,
Product Management, Asia Pacific and vice president of Sales, Manufacturing
Industry.
Zachary Nelson joined the company in March 1997 as vice president and
general manager of Network Management. From December 1999 to April 2001, Mr.
Nelson served as president and chief executive officer of myCIO.com, our wholly
owned subsidiary. In April 2001, Mr. Nelson became chief strategy officer of the
company. In September 2001, Mr. Nelson's employment as chief strategy officer
was terminated. Mr. Nelson continues to serve as a special advisor to the
company.
Srivats Sampath is currently the chief executive officer and a director of
McAfee.com Corporation. Mr. Sampath joined the company in June 1998 as vice
president of Worldwide Marketing and became president and chief executive
officer of McAfee.com in December 1998. From June 1996 to December 1997, Mr.
Sampath was vice president of Product Marketing for Netscape Communications, a
provider of Internet software and services.
Our officers serve at the discretion of the board of directors. There are
no family relationships among any of our directors and executive officers.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"exchange act"), requires the company's officers and directors, and persons who
own more than ten percent of a registered class of the company's equity
securities, to file certain reports of ownership with the Securities and
Exchange Commission (the "SEC") and with the National Association of Securities
Dealers, Inc. Such officers, directors and stockholders are also required by SEC
rules to furnish us with copies of all Section 16(a) forms they file. All
reports required to be filed during fiscal year 2001 pursuant to Section 16(a)
of the exchange act by directors, executive officers and 10% beneficial owners
were filed on timely basis, except as follows: Edwin Harper purchased 1,305
shares of common stock in November of 2001 in a transaction that was not
reported in a timely manner to the SEC.
2
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following table summarizes the compensation paid to our chief executive
officer and our five other most highly compensated executive officers as of
December 31, 2001, based on salary and bonus figures.
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION AWARDS
--------------------------------------
ANNUAL COMPENSATION SECURITIES SECURITIES
------------------------------------------- UNDERLYING UNDERLYING
OTHER NAI MCAFEE.COM
NAME AND ANNUAL OPTIONS OPTIONS ALL OTHER
PRINCIPAL POSITION AGE YEAR SALARY(1) BONUS COMPENSATION (#) (#) COMPENSATION
------------------ --- ---- --------- -------- ------------ ---------- ---------- ------------
George Samenuk............. 46 2001 $714,922(2) $540,000 $1,971,000(3) 1,600,000 -- $696,428(4)
Chief Executive Officer
and Chairman of the Board
Stephen Richards........... 48 2001 $259,807(5) $175,000 $ 299,500(6) 650,000 -- $ 608(7)
Chief Operating Officer
and Chief Financial
Officer
Gene Hodges................ 50 2001 $290,000 $108,596 -- 600,000 $ 1,242(7)
President
Arthur Matin............... 45 2001 $ 53,077(8) -- $1,894,000(9) 600,000 -- $ 68(10)
President, McAfee Product
Group --
Zachary Nelson(11)......... 41 2001 $250,010 $130,000 -- 400,000 $ 43,719(12)
Chief Strategy Officer 2000 $225,009 $137,955 -- -- -- $ --
1999 $300,013 $156,434 -- 200,000 180,000(13) $ 3,250(14)
Srivats Sampath(15)........ 42 2001 $272,083 $ 29,250 -- -- 250,000 $ 538(16)
President and Chief 2000 $240,000 $ 57,479 -- -- -- $ --
Executive Officer 1999 $240,000 $ 62,608 -- -- 900,000(13) $ 3,250(14)
McAfee.com
---------------
(1) Salary includes amounts deferred under our 401(k) Plan.
(2) Mr. Samenuk joined us on January 3, 2001. Mr. Samenuk's 2001 earnings
reflect an annual salary of $720,000.
(3) Represents the difference between the market price of our common stock and
the exercise price of Mr. Samenuk's 400,000 share option on January 3,
2001, the date of exercise, multiplied by the shares exercised.
(4) Includes the payment of $600,000 of Mr. Samenuk's $800,000 sign-on bonus,
with the balance to be paid in 2002. Also includes relocation benefits of
$95,618 and group term life insurance coverage of $810.
(5) Mr. Richards joined us on April 4, 2001. Mr. Richards' 2001 earnings
reflect an annual base salary of $350,000.
(6) Represents the difference between the market price of our common stock and
the exercise price of Mr. Richards' 50,000 share option on April 4, 2001,
the date of exercise, multiplied by the shares exercised.
(7) Represents group term life insurance coverage paid by us.
(8) Mr. Matin joined us on October 30, 2001. Mr. Matin's 2001 earnings reflect
an annual base salary of $400,000.
(9) Represents the difference between the market price of our common stock and
the exercise price of Mr. Matin's 100,000 share option on October 30, 2001,
the date of exercise, multiplied by the shares exercised.
(10) Represents group term life insurance coverage paid by us. Mr. Matin will be
paid a sign-on bonus of $500,000 in 2002.
3
(11) Since October 1, 2001, Mr. Nelson has served as a special advisor to us and
is not currently an officer of the company. In 2000, Mr. Nelson served as
chief executive officer of myCIO.com, our wholly-owned subsidiary and was
granted 800,000 options for my.CIO.com common stock. In February 2001, we
announced our plan to reintegrate my.CIO.com's operations with our own.
While my.CIO.com options held by Mr. Nelson continue to vest and become
exercisable while Mr. Nelson is employed by us, the fair market value of
his my.CIO.com options are significantly less than the $5.13 per share
exercise price.
(12) Represents payment of Mr. Nelson's accrued paid time off balance of $43,269
and group term life insurance coverage of $450.
(13) In January 1999, options to purchase shares of McAfee.com Class A common
stock were granted to our then chief executive officer and our four most
highly compensated executive officers, including Srivats Sampath, the chief
executive officer of McAfee.com.
(14) Represents contributions made by us pursuant to our 401(k) Plan.
(15) Mr. Sampath was under McAfee.com's compensation plan in 2001, 2000 and 1999
and therefore received no Network Associates options. Compensation
information for Mr. Sampath includes amounts paid by McAfee.com. Network
Associates did not pay Mr. Sampath compensation in 2001, 2000 and 1999.
(16) Represents group term life insurance coverage paid by McAfee.com.
Mr. William Larson and Mr. Prabhat Goyal served as our chief executive
officer and chief financial officer, respectively, until January 2, 2001. From
January 2, 2001 until January 2, 2002 and January 31, 2002, respectively,
Messrs. Larson and Goyal served as special advisors to us and were not officers
during this time. Under the terms of their employment agreements, during 2001 we
paid Mr. Larson $420,000 in salary, $580,008 in bonus, $60,574 for payment of
his accrued paid time off balance and $810 for group term life insurance, and we
paid Mr. Goyal $300,012 in salary, $200,004 in bonus, $43,269 for payment of his
accrued paid time off balance and $810 for group term life insurance.
This table shows stock option grants made by Network Associates and
McAfee.com to our chief executive officer and our five other most highly
compensated executive officers during the year ended December 31, 2001:
OPTION GRANTS IN 2001
INDIVIDUAL GRANTS
-----------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS MARKET
UNDERLYING GRANTED TO PRICE ON
COMPANY OPTIONS EMPLOYEES EXERCISE DATE OF
GRANTING GRANTED IN FISCAL PRICE GRANT EXPIRATION
NAME OPTION (#)(1) YEAR ($/SH)(2) ($/SH) DATE
---- ---------- ---------- ---------- --------- -------- ----------
George Samenuk....... NET 1,200,000 6.52% 4.9375 4.9375 1/3/11
NET 400,000 2.17% 0.01 4.9375 1/3/02
Stephen Richards..... NET 600,000 3.26% 6.00 6.00 4/4/11
NET 50,000 0.27% 0.01 6.00 4/4/02
Gene Hodges.......... NET 300,000 1.63% 4.1875 4.1875 1/2/11
NET 300,000 1.63% 15.59 15.59 10/9/11
Arthur Matin......... NET 500,000 2.72% 18.95 18.95 10/30/11
NET 100,000 0.54% 0.01 18.95 10/30/02
Zachary Nelson....... NET 400,000 2.17% 4.1875 4.1875 1/2/11
Srivats Sampath...... NET -- -- -- -- --
MCAF 250,000 13% 4.969 4.969 1/3/11
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
APPRECIATION FOR
OPTION TERMS(3)
-------------------------------------
NAME 0% 5% 10%
---- ---------- ---------- -----------
George Samenuk....... $ -- $3,726,201 $ 9,442,924
$1,971,000 $2,069,750 $ 2,168,500
Stephen Richards..... $ -- $2,264,021 $ 5,737,473
$ 299,500 $ 314,500 $ 329,500
Gene Hodges.......... $ -- $ 790,049 $ 2,002,139
$ -- $2,941,340 $ 7,453,933
Arthur Matin......... $ -- $5,958,777 $15,100,710
$1,894,000 $1,988,750 $ 2,083,500
Zachary Nelson....... $ -- $1,053,398 $ 2,669,519
Srivats Sampath...... $ -- $ -- $ --
$ -- $ 781,244 $ 1,979,827
---------------
* Less than 1%
(1) Except as noted below, all of the above options for Network Associates'
common stock granted in 2001 vest at the rate of one-fourth (or 25%) one
year from the date of grant and 1/48 per month after that. Mr. Sampath's
McAfee.com options vest in the same manner as Network Associates' options.
1/8 of
4
Mr. Samenuk's option for 400,000 shares vested on each of April 3, 2001,
July 3, 2001, October 3, 2001 and January 3, 2002, the remaining shares vest
in full on January 3, 2003. Mr. Richards' option for 50,000 shares was fully
vested upon grant. Mr. Matin's option for 100,000 shares was fully vested
upon grant. Under the 1997 Stock Incentive Plan, the board of directors is
allowed to modify the terms of outstanding options. The exercisability of
options may be accelerated upon a change in control. Options are cancelled
on an optionee's termination of employment under certain specified
circumstances.
(2) Other than options granted with exercise prices of $0.01 per share, all
options were granted at an exercise price equal to the fair market value of
the common stock on the date of grant. Options granted with an exercise
price below the fair market value of the common stock on the date of grant
have a one-year term.
(3) These columns present hypothetical future values that might be realized on
exercise of the options, less the exercise price. These values assume that
the market price of our stock appreciates at a zero, five and ten percent
compound annual rate over the term of the options. The five and ten percent
rates of stock price appreciation are presented as examples pursuant to the
SEC's proxy rules and do not necessarily reflect management's assessment of
our future stock price performance. The potential realizable values
presented are not intended to indicate the value of the options. For options
granted with an exercise price below the market price on the date of grant,
the potential realizable values in the zero percent appreciation column
reflect the difference between the option exercise price and the market
price on the date of grant.
The following table shows stock option exercises and the value of
unexercised stock options held by our chief executive officer and our five other
most highly compensated executive officers during the year ended December 31,
2001:
AGGREGATE OPTION EXERCISES IN 2001
AND YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
COMPANY SHARES OPTIONS AT 12/31/01(#) 12/31/01(1)
GRANTING ACQUIRED ON VALUE --------------------------- ---------------------------
NAME OPTION EXERCISE(#) REALIZED(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ---------- ----------- ----------- ----------- ------------- ----------- -------------
George Samenuk(3)...... NET 400,000 $1,971,000 1,200,000 0 $25,095,000 $ --
Stephen Richards(4).... NET 50,000 $ 299,500 600,000 0 $11,910,000 $ --
Gene Hodges............ NET -- $ -- 134,821 649,949 $ 1,812,344 $10,046,096
MCAF -- $ -- 5,000 -- $ 136,800 $ --
Arthur Matin(5)........ NET 100,000 $1,894,000 500,000 0 $ 3,450,000 $ --
Zachary Nelson......... NET 76,000 $ 598,940 594,313 404,687 $ 1,904,000 $ 8,665,000
MCAF 53,900 $ 398,704 -- -- $ -- $ --
myCIO.com -- $ -- 316,666 483,334 $ -- $ --
Srivats Sampath........ NET -- $ -- 125,000 25,000 $ -- $ --
MCAF 200,000 $3,660,410 456,250 493,750 $13,798,506 $14,607,054
---------------
(1) Calculated by taking the closing market price on December 31, 2001, of
$25.85 for Network Associates and $33.91 for McAfee.com, as applicable, less
the exercise price, multiplied by the number of options exercisable or
unexercisable. The amounts in these columns may not represent amounts
actually realized by these executive officers.
(2) Calculated by taking the market price on the date of exercise, less the
exercise price, multiplied by the number of options exercised.
(3) Mr. Samenuk holds 200,000 shares of stock acquired upon the exercise of
options that are subject to our repurchase right. The repurchase right for
these shares lapses on January 3, 2003, the second anniversary date of Mr.
Samenuk's employment commencement. 1.2 million options were issued to Mr.
Samenuk on January 3, 2001 and are immediately exercisable. 25% of these
shares vested on January 3, 2002, the first anniversary of Mr. Samenuk's
employment commencement, and the remaining shares vest at a rate of
5
1/48 per month for the remaining 36 months of the vesting period. If Mr.
Samenuk exercises these stock options with respect to the unvested shares,
we have repurchase rights with respect to those unvested shares.
(4) Mr. Richards holds 600,000 options that are immediately exercisable. 25% of
the shares vest on April 4, 2002, the first anniversary of Mr. Richards'
employment commencement and the remaining shares vest at a rate of 1/48 per
month for the remaining 36 months of the vesting period. If Mr. Richards
exercises these stock options with respect to the unvested shares, we have
repurchase rights with respect to those unvested shares.
(5) Mr. Matin holds 500,000 options that are immediately exercisable. 25% of
these shares vest on October 30, 2002, the first anniversary of Mr. Matin's
employment commencement and the remaining shares vest at a rate of 1/48 per
month for the remaining 36 months of the vesting period. If Mr. Matin
exercises the stock options with respect to the unvested shares, we have
repurchase rights with respect to those unvested shares.
COMPENSATION OF DIRECTORS
Directors fees, paid only to directors who are not employees, are as
follows:
- $7,500 quarterly retainer (an additional $1,500 quarterly retainer is
paid to the chairpersons of our committees),
- $1,500 for each regular board meeting attended,
- $1,000 for each special board meeting attended,
- expenses of attending board and committee meetings, and
- medical insurance benefits for directors and their families.
Under our Stock Option Plan for Outside Directors, non-employee directors
are automatically granted an option to purchase 45,000 shares of our common
stock, when they first become a director. Each year after the initial grant,
they are entitled to receive an additional option grant to purchase up to 20,000
shares of our common stock. All options are granted at the fair market value on
the date of grant. The initial grant vests one-third each year over three years
from the date of grant. The subsequent grants vest in full three years from the
date of grant. All options granted under this plan become fully exercisable in
the event of certain mergers, sales of assets or sales of the majority of our
voting stock. In October 2001, we increased the quarterly retainer to $7,500
from $5,000 and provided for a $1,500 quarterly retainer for committee
chairpersons. At that time we also increased the number of common shares
non-employee directors are granted when they first become a director to 45,000
shares from 37,500 shares and increased the annual grant to outside directors to
20,000 shares of common stock from 15,000 shares. These changes became effective
on January 1, 2002.
Our employee directors are eligible to receive options and be issued shares
of common stock directly under the 1997 Stock Incentive Plan and will be
eligible to participate in our 2002 Employee Stock Purchase Plan and, if an
executive officer, to participate in the Executive Bonus Plan.
EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
George Samenuk entered into an agreement with us dated January 2, 2001,
which provides for his at will employment as our chief executive officer. This
agreement also provides that if Mr. Samenuk is terminated other than for cause
or resigns for good reason, he will be entitled to the following severance
benefits: (i) twelve months of additional vesting for stock options and
restricted stock grants, (ii) 24 months of severance payments based on Mr.
Samenuk's base salary and targeted bonus, (iii) any unpaid amount of Mr.
Samenuk's sign-on bonus, and (iv) continued health and other welfare and fringe
benefits through the earlier of (x) 18 months from termination or (y) until Mr.
Samenuk is covered by similar plans by a new employer. If Mr. Samenuk is
terminated other than for cause, or resigns with good reason after (i) the
occurrence of a transaction where our stockholders do not own at least 50% of
the stock of the surviving corporation, (ii) the acquisition of more than 50% of
our stock by another party, or (iii) the sale of substantially all of our
assets,
6
Mr. Samenuk will be entitled to all of the severance benefits noted above, all
of his stock options will become fully vested and any repurchase rights on his
shares of restricted stock will lapse.
Stephen Richards entered into an agreement with us dated April 3, 2001,
which provides for his at will employment as our chief financial officer. The
agreement also provides that if Mr. Richards is actually or constructively
terminated other than for cause he will be entitled to severance benefits equal
to twelve months of base salary and targeted bonus, plus twelve months of
accelerated stock option vesting. If Mr. Richards is actually or constructively
terminated other than for cause, after (i) the occurrence of a transaction where
our stockholders do not own at least 50% of the stock of the surviving
corporation, (ii) the acquisition of more than 50% of our stock by another party
or (iii) the sale of substantially all of our assets, Mr. Richards will be
entitled to the severance noted above, all of his stock options will become
fully vested, and he will be provided with continued health care coverage
through the earlier of twelve months from termination or until he is covered by
similar plans by a new employer.
Gene Hodges entered into an agreement with us dated December 3, 2001, which
provides for his at will employment as our president. This agreement provides
that if Mr. Hodges is terminated for any reason, he shall be entitled to a pro
rata targeted bonus if the relevant goals for the quarter are met, in addition
to his accrued salary and vacation pay. If Mr. Hodges is terminated other than
for cause or resigns for good reason, he will be entitled to the following
severance benefits: (i) twelve months of severance payments based on Mr. Hodges'
base salary and one-third of his targeted bonus, (ii) continued health and other
welfare and fringe benefits through the earlier of (x) twelve months from
termination or (y) until Mr. Hodges is covered by similar plans by a new
employer and (iii) all of Mr. Hodges' stock options will become fully vested
and, if applicable, repurchase rights on his shares of restricted stock will
lapse. After (i) the occurrence of a transaction where our stockholders do not
own at least 50% of the stock of the surviving corporation, (ii) the acquisition
of more than 50% of our stock by another party, or (iii) the sale of
substantially all of our assets, Mr. Hodges' stock options will become fully
vested and, if applicable, any repurchase rights on his shares of restricted
stock will lapse. Under this agreement, we will indemnify Mr. Hodges for any
parachute tax payments that arise pursuant to the agreement.
Arthur Martin entered into an agreement with us dated October 30, 2001,
which provides for his at will employment as the president of our McAfee product
group. This agreement also provides that if Mr. Martin is terminated other than
for cause or resigns for good reason, he will be entitled to the following
severance benefits: (i) twelve months of additional vesting for stock options,
(ii) twelve months of severance payments based on Mr. Martin's base salary and
targeted bonus and (iii) continued health and other welfare and fringe benefits
through the earlier of (x) twelve months from termination or (y) until Mr.
Martin is covered by similar plans by a new employer. If Mr. Martin is
terminated other than for cause, or resigns with good reason after (i) the
occurrence of a transaction where our stockholders do not own at least 50% of
the stock of the surviving corporation; (ii) the acquisition of more than 50% of
our stock by another party; or (iii) the sale of substantially all of our
assets, Mr. Martin will be entitled to all of the severance benefits noted
above, all of his stock options will become fully vested.
Zachary Nelson entered into an agreement with us dated March 20, 1997,
which provides that if his employment with us is terminated other than for cause
within three months of our merger or a sale of substantially all of our assets
due to such transaction, all of his outstanding options will become fully vested
and immediately exercisable ten days prior to the consummation of the
transaction. In addition, the agreement was amended on May 11, 1999 to provide
that in the event that his employment is involuntarily terminated other than for
cause in connection with a change in control, he will be entitled to receive
severance payments for twelve months after such a termination. Mr. Nelson's
prior agreements were supplemented and amended in an agreement with us dated
January 1, 2001, which provides for Mr. Nelson's employment as a senior
executive. The agreement provides that prior to December 31, 2001, either (i)
Mr. Nelson may resign from his senior executive position and become a special
advisor to us for a one year term, or (ii) we may remove Mr. Nelson from his
position and have him serve as a special advisor for a one year term. On October
1, 2001, Mr. Nelson became special advisor and, in accordance with the
agreement, he will continue to serve as such until October 1, 2002.
7
Srivats Sampath entered into a change of control agreement with McAfee.com
dated July 14, 2000. If prior to or within 12 months of a change of control (as
defined in the agreement) of McAfee.com, Mr. Sampath is terminated other than
for cause or voluntarily terminates his employment for good reason (each as
defined in the change of control agreement), then, among other things, Mr.
Sampath is entitled to: (a) salary and a pro-rated portion of his target bonus
for the year through the date of termination; (b) 12 months of total earnings
(salary and targeted bonus); (c) all McAfee.com options granted to Mr. Sampath
become fully vested and exercisable; and (d) continued health care benefits for
up to one year from termination. This agreement was amended on August 1, 2001 to
revise the definitions of change of control and good reason as used in the
agreement to include a termination following Network Associates' acquisition of
all or substantially all outstanding McAfee.com common stock.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During 2001, the compensation committee of the board of directors consisted
of Mr. Dutkowsky, Ms. Gemmell and Mr. Harper, none of whom served as our
employee or officer at any time. The compensation committee is responsible for
setting and administering policies governing compensation of executive officers,
including the annual Executive Bonus Plan, the 2000 Nonstatutory Stock Option
Plan and the 1997 Stock Incentive Plan. In addition, the compensation committee
reviews compensation levels of other management level employees, evaluates the
performance of management and reviews other compensation-related issues.
COMPENSATION POLICIES
Our compensation policy is designed to enable us to attract, retain and
reward executive officers who are likely to contribute to our long-term success.
The compensation committee also believes that a strong correlation should exist
between executive compensation, business objectives and our overall performance.
In preparing the performance graph set forth herein, we have selected the
CRSP Total Return Industry Index for NASDAQ Computer and Data Processing
Services Stock Index ("CRSP Index"). The companies which we use for comparison
of salary and compensation information are not necessarily those included in the
CRSP Index, because they were determined not to be competitive with us for
executive talent or because compensation information was not available.
COMPONENTS OF COMPENSATION
There are three components of our executive compensation program that are
intended to attract and retain executive officers and to motivate them to
improve our financial position and to create value for our shareholders.
Salary
We strive to offer salaries to our executive officers, which are
competitive with salaries offered by companies of similar size and
capitalization in the software industry. Base salaries are reviewed on an annual
basis and are subject to adjustment based upon the individual's contribution to
us and changes in salary levels offered by comparable companies. In determining
executive officers' salaries, the compensation committee considers information
provided by our chief executive officer with respect to individual officer
responsibilities and performance, as well as salary surveys and similar data
available from independent sources.
Bonuses
Awards under our Executive Bonus Plan for 2001 were contingent upon us
achieving certain performance goals established by the board of directors. For
executive officers other than the chief executive officer, awards were also
contingent on the achievement of individual performance objectives. Target
amounts of bonuses for each executive officer are set annually by the
compensation committee and are specifically weighted for identified financial,
management, strategic and operational goals. The compensation committee reviews
performance against the goals and approves payment of the bonuses. In 2001,
bonuses awarded under the plan
8
to Mr. Samenuk, our chief executive officer, totaled $540,000. The bonus
received by Mr. Samenuk under the plan was 28% of his total cash compensation.
Bonuses awarded under the plan in 2001 to other executive officers represented
between 0% and 40% of their total cash compensation. Bonuses awarded to Mr.
Samenuk under this plan were in addition to the $800,000 bonus we awarded Mr.
Samenuk in connection with his joining the company.
Equity Incentives
The compensation committee believes that employee equity ownership is
highly motivating, provides a major incentive to employees in building
stockholder value and serves to align the interests of employees with the
interests of our stockholders. In determining the amount of equity compensation
to be awarded to executive officers in any fiscal year, the compensation
committee considers the position of the officer, the current stock ownership of
the officer, the number of shares which continue to be subject to vesting under
outstanding options and the expected future contribution of the officer to our
performance, giving primary weight to the officer's position and his expected
future contributions. In addition, we compare the stock ownership and options
held by each officer with the other officers' equity positions and the officer's
experience and value to us.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
George Samenuk's annual base salary for 2001 was $720,000. Mr. Samenuk was
paid a performance based bonus of $540,000, and $600,000 out of an $800,000
sign-on bonus in 2001. The remaining portion of Mr. Samenuk's sign-on bonus will
be paid in 2002. Mr. Samenuk's annual base salary for 2002 is $720,000 and Mr.
Samenuk is eligible for a bonus in 2002. In determining these compensation
adjustments, the compensation committee considered, among other things,
compensation data for chief executives of comparable companies and Mr. Samenuk's
performance in 2001.
The chief executive officer evaluates the performance of all other
executive officers on an annual basis and recommends salary adjustments, which
are subject to review and approval by the compensation committee. Performance
evaluations for individual executive officers are based on predetermined
individual goals proposed by management and approved by the compensation
committee.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code limits deductions for federal
income tax purposes, certain executive compensation exceeding $1,000,000 for any
executive officer in any year. Our 1997 Stock Incentive Plan enables
compensation recognized in connection with the exercise of options to qualify as
an exception to the deduction limit. The compensation committee will continue to
evaluate the issues relating to executive compensation and will take appropriate
action where necessary. The compensation committee's policy is to qualify its
executive compensation for deductibility under applicable tax laws, where
possible.
COMPENSATION COMMITTEE
Virginia Gemmell, Chair
Robert Dutkowsky
Edwin Harper
9
COMPARISON OF STOCKHOLDER RETURN
The following graph shows a five-year comparison of cumulative total
returns for our common stock, the CRSP Total Return Index for the NASDAQ Stock
Market and the CRSP Total Return Industry Index for NASDAQ Computer and Data
Processing Services Stocks, each of which assumes an initial value of $100 and
reinvestment of dividends. The information presented in the graph and table is
as of the end of each fiscal year ended December 31.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
[LINE GRAPH]
-----------------------------------------------------------------------------------------------------------
Dec-96 Dec-97 Dec-98 Dec-99 Dec-00 Dec-01
-----------------------------------------------------------------------------------------------------------
Networks Associates, Inc. 100 120.2 225.9 91.0 14.3 88.1
NASDAQ Stock Market-US 100 122.5 172.7 320.9 193.0 153.1
NASDAQ Computer & Data Processing 100 122.9 219.2 481.8 221.9 178.7
Pursuant to the SEC's proxy rules, the Compensation Committee Report and
the Stock Performance Graph are not deemed filed with the SEC and are not deemed
incorporated by reference into any filings with the SEC. Performance for 2001
reflects a December 31, 2001 closing market price on the Nasdaq National Market
of $25.85. Since February 12, 2002, our common stock has been listed for trading
on the New York Stock Exchange and is no longer traded on the Nasdaq National
Market.
ITEM 12. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table shows the number of shares of our common stock owned by
(i) the chief executive officer, each of the five other most highly compensated
executive officers during fiscal 2001, (ii) each of our directors, as of March
15, 2002, and (iii) each stockholder known by us as of March 15, 2002 to be the
beneficial owner of more than 5% of our common stock.
Included in our five highest paid executive officers is Srivats Sampath,
currently the chief executive officer of McAfee.com, our publicly traded
subsidiary. As of March 15, 2002, McAfee.com had 47,790,998 outstanding shares
of its common stock, consisting of 11,790,998 shares of Class A common stock and
36,000,000 shares of Class B common stock. As of March 15, 2002, we owned all
shares of the McAfee.com Class B common stock, entitled to three votes per share
and representing approximately 75.3% of McAfee.com's outstanding common stock
and 90.2% of its total voting power.
10
NUMBER OF PERCENT OF
SHARES RIGHT TO OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNERS OWNED(1) ACQUIRE(2) SHARES(3)
------------------------------------- ---------- ---------- -----------
George Samenuk(4)......................................... 403,000 947,000 *
Robert Dutkowsky.......................................... 50 12,500 *
Robert Pangia............................................. -- 12,500 *
Leslie Denend............................................. 6,300 343,112 *
Virginia Gemmell.......................................... 250 106,875 *
Edwin Harper.............................................. 1,305 70,313 *
Stephen Richards(5)....................................... 25,000 600,000 *
Gene Hodges(6)............................................ -- 98,485 *
Arthur Matin(7)........................................... 100,000 500,000 *
Zachary Nelson(8)......................................... -- 684,333 *
Srivats Sampath(9)........................................ -- 140,625 *
FMR Corp.(10).............................................
82 Devonshire St., Boston MA 02109...................... 13,501,469 -- 9.3%
Putnam Investments, LLC(11)...............................
One Post Office Square, Boston MA 02109................. 6,957,891 -- 5.0%
Executive officers and directors as a group (11
persons)................................................ 535,905 3,515,743 2.7%
---------------
* Less than 1%.
(1) Ownership includes direct and indirect (beneficial) ownership, as defined
by SEC rules. To our knowledge, each person has sole voting and investment
power over the shares unless otherwise noted. The SEC rules for the
determination of beneficial ownership are very complex. Generally, however,
shares owned directly, plus those controlled (e.g., owned by members of
their immediate families), are considered beneficially owned. Excludes
shares that may be acquired through stock option exercises.
(2) Consists of options that are currently exercisable or will become
exercisable within 60 days of March 15, 2002.
(3) Total shares owned (column 1) plus option shares (column 2) divided by
145,934,353 shares outstanding as of March 15, 2002.
(4) Mr. Samenuk holds 200,000 shares of stock acquired upon the exercise of
options that are subject to our repurchase right. The repurchase right for
these shares lapses on January 3, 2003, the second anniversary date of Mr.
Samenuk's employment commencement. Mr. Samenuk holds 47,000 options that
are immediately exerciseable. If Mr. Samenuk exercises these options our
repurchase right for these shares will lapse in full on January 15, 2005.
1.2 million options were issued to Mr. Samenuk on January 3, 2001 and are
immediately exercisable. 25% of these shares vested on January 3, 2002, the
first year anniversary of Mr. Samenuk's employment commencement, and the
remaining shares vest at a rate of 1/48 per month for the remaining 36
months of the vesting period. If Mr. Samenuk exercises these stock options
with respect to unvested shares, we have repurchase rights with respect to
those unvested shares.
(5) Mr. Richards holds 600,000 options that are immediately exercisable. 25% of
the shares vest on April 4, 2002, the first anniversary of Mr. Richards'
employment commencement, and the remaining shares vest at a rate of 1/48
per month for the remaining 36 months of the vesting period. If Mr.
Richards exercises these stock options with respect to unvested shares, we
have repurchase rights with respect to those unvested shares.
(6) Mr. Hodges holds options to acquire 2,500 shares of McAfee.com Class A
common stock. These shares represent less than 1% of the outstanding
capital stock of McAfee.com.
(7) Mr. Matin holds 500,000 options that are immediately exerciseable. 25% of
these shares vest on October 30, 2002, the first anniversary of Mr. Matin's
employment commencement, and the remaining
11
shares vest at a rate of 1/48 per month for the remaining 36 months of the
vesting period. If Mr. Matin exercises the stock options with respect to
unvested shares, we have repurchase rights with respect to those unvested
shares.
(8) Since October 1, 2001, Mr. Nelson has served as a special advisor to us and
is not currently an officer of ours. Prior to October 1, 2001, Mr. Nelson
served as our chief strategy officer.
(9) Mr. Sampath owns 9,394 shares of McAfee.com Class A common stock and has
options to acquire 950,000 shares of McAfee.com Class A common stock,
633,333 shares of which are exercisable within 60 days of March 15, 2002.
These shares represent 5.5% of the outstanding Class A common stock of
McAfee.com.
(10) According to amended Schedule 13G filed on February 14, 2002. FMR Corp.,
Edward C. Johnson 3d, Abigail P. Johnson and certain subsidiaries of FMR
Corp. may be deemed to be members of a "group" as such term is defined in
the rules promulgated by the SEC. FMR Corp. is the beneficial holder of our
common stock as a result of the investment-related activities of certain
subsidiaries of FMR Corp., members of the Edward C. Johnson 3d family and
trusts for their benefit are the predominant owners of Class B Shares of
common stock of FMR Corp., representing approximately 49% of its voting
power. Mr. Johnson 3d, the chairman of FMR Corp., owns 12.0% of the
aggregate outstanding voting stock of FMR Corp. and Ms. Johnson, a director
of FMR Corp., owns 24.5% of the aggregate outstanding voting stock of FMR
Corp. The number of shares of our common stock owned by the group at
December 31, 2001 included 811,229 shares of common stock resulting from
the assumed conversion of $14,659,000 principal amount of our 5.25%
convertible subordinated notes due 2006.
(11) According to Schedule 13G filed February 5, 2002 by Putnam Investments, LLC
on behalf of itself, Marsh & McLennan Companies, Inc. (its parent holding
company), Putnam Investment Management, LLC (a wholly-owned subsidiary of
Putnam Investments, LLC and investment adviser to the Putnam family of
mutual funds) and The Putnam Advisory Company, LLC (a wholly-owned
subsidiary of Putnam Investments, LLC and investment adviser to Putnam's
institutional clients). Both Putnam Investment Management, LLC and The
Putnam Advisory Company, LLC have dispositive power over the shares as
investment managers. However, each of the mutual fund's trustees has voting
power over the shares held by each fund, and The Putnam Advisory, LLC has
shared voting power over the shares held by institutional clients. Putnam
Investments, LLC and The Putnam Advisory Company, LLC have shared voting
power with respect to approximately 681,537 of such shares. Putnam
Investments, LLC has shared dispositive power with respect to approximately
6,957,898 shares, The Putnam Advisory Company, LLC has shared dispositive
power with respect to 1,373,108 shares and Putnam Investments, LLC has
shared dispositive power with respect to approximately 5,584,790 shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INDEBTEDNESS OF MANAGEMENT
Under the terms of Mr. Samenuk's amended and restated employment agreement,
we agreed to loan Mr. Samenuk the funds necessary to pay the taxes due on each
vesting date for the 400,000 shares of restricted stock granted to Mr. Samenuk
on January 3, 2001. As of January 3, 2002, we have extended 4 separate loans to
Mr. Samenuk in the aggregate amount of $1,051,752. The loans each have a two
year maturity and bear interest at the applicable federal rate. The loans are
full recourse and secured by Mr. Samenuk's restricted stock.
We agreed to loan Mr. Samenuk the funds necessary to pay the taxes due on
the 3,000 shares of stock granted to Mr. Samenuk on January 15, 2002. In January
2002 we extended Mr. Samenuk a $27,305 loan for this purpose. This loan has a
two-year maturity and bears interest at the applicable federal rate. This loan
is full recourse and secured by Mr. Samenuk's 3,000 shares.
Under the terms of Mr. Matin's employment agreement, we agreed to loan Mr.
Matin the funds necessary to pay the taxes due on his restricted stock. In 2001,
we extended a $864,413 loan to Mr. Matin. This loan has a two year maturity and
bears interest at the applicable federal rate. The loan is full recourse and
secured by Mr. Matin's restricted stock.
12
CERTAIN TRANSACTIONS
Transactions between us and McAfee.com
We have entered into certain agreements with McAfee.com for the purpose of
defining our ongoing relationship. These agreements were developed in the
context of a parent/subsidiary relationship and therefore are not the result of
arms-length negotiations between independent parties.
Corporate Management Services Agreement. On January 1, 1999, we entered
into a Corporate Management Services Agreement with McAfee.com under which we
provide McAfee.com services relating to tax, accounting, insurance, employee
benefits administration, corporate record keeping, payroll, information
technology infrastructure, and facilities management. In addition, McAfee.com
may request that we provide certain additional services from time to time in the
future, with the fee for such additional services subject to negotiation between
the parties. From January 1, 1999 to December 31, 2000, the monthly fee that we
received for services under the agreement was a portion of the costs we incurred
(based on headcount) plus a 10% mark-up. During the year ended December 31,
2000, we charged McAfee.com $5.8 million under this agreement. In January 2001,
we entered into an amended corporate management services agreement with
McAfee.com whereby McAfee.com will pay $400,000 per calendar quarter for
services related to tax, accounting, insurance, employee benefits and
administration, corporate record keeping, payroll, information technology
infrastructure, and facilities management. Under the amended agreement,
McAfee.com will pay to us 110% of the direct rent paid by us for the use of
facilities made available to McAfee.com. During the year ended December 31,
2001, we charged McAfee.com $1,600,000 under the amended agreement.
The Corporate Management Services Agreement may be terminated either by us
when we cease to own a majority of McAfee.com's outstanding voting stock or by
McAfee.com upon 30 days notice to us.
Cross License Agreement. We, through one of our wholly-owned subsidiaries,
entered into a technology cross license agreement with McAfee.com. Under this
agreement, we granted McAfee.com worldwide non-exclusive patent licenses and
exclusive copyright licenses for the sale or licensing of software products or
software services to certain OEMs and end users solely via the Internet.
Eligible end users include only single-node, individual consumers. In
consideration for the license and rights granted under this license, McAfee.com
is required to pay us a 7% royalty on revenues from related product and
subscription sales. Also under this agreement, McAfee.com granted us
non-exclusive patent licenses and exclusive copyright licenses for the sale of
products to enterprise customers through any method of distribution including
the Internet and to end users through any method excluding the Internet. In
consideration for the rights granted under this license, we are required to pay
McAfee.com a royalty of $250,000 per quarter. Under this cross technology
agreement, we will provide end user support to McAfee.com customers. Charges for
such support are equal to a portion of the costs to us plus a 10% markup. During
the years ended December 31, 2000 and 2001, we charged McAfee.com $2.2 million
and $2.4 million for royalties and support services, respectively.
Reseller Agreements. In March 2001, we entered into reseller agreements
with McAfee.com. Under these agreements, McAfee.com may resell our products to
business customers and, in certain countries, we may sell McAfee.com products to
OEMs and end-users directly or through ASPs. During the year ended December 31,
2001, we charged McAfee.com approximately $1.7 million under the reseller
agreements.
Japanese Distribution Agreement. On April 28, 2000, Network Associates
Co., Ltd. ("NAC"), at that time a majority owned, and as of June 27, 2001, a
wholly-owned Japanese subsidiary of ours, entered into a Master OEM Distributor
Agreement, effective as of January 1, 2000, with McAfee.com. Under the terms of
the agreement, NAC will be the exclusive distributor of certain of McAfee.com's
products in the Japanese PC OEM channel, subject to certain terms and conditions
set forth in the agreement, for an initial term of three years. McAfee.com will
receive a license fee and will in turn pay NAC ten percent (10%) of net sales
revenue McAfee.com initially receives from PC OEM customers that subsequently
purchase a subscription to McAfee Clinic. During the years ended December 31,
2000 and 2001, NAC paid license revenue to McAfee.com of $861,000 and $1.8
million respectively.
In June 2001, McAfee.com and Sourcenext Corporation entered into a Japanese
distribution agreement. At that time, notwithstanding our technology cross
license agreement and the reseller agreements, we agreed
13
Sourcenext was authorized to distribute to both OEM and retail customers in
Japan, Japanese language versions of certain of our and McAfee.com consumer
products. Other than sales to specified OEMs, during the term of the Sourcenext
distribution agreement, we and our Japanese subsidiary, NAC, have not agreed to
distribute the covered products in Japan to retail customers and OEMs.
Tax Sharing Agreement. We have entered into a tax-sharing agreement with
McAfee.com under which McAfee.com calculates its income taxes on a separate
return basis. McAfee.com will be included in our consolidated group for federal
income tax purposes as long as it is eligible to do so. Each member of a
consolidated group is jointly and severally liable for the federal income tax
liability of each other member of the consolidated group. Accordingly, although
the tax-sharing agreement allocates tax liabilities between McAfee.com and us,
during the period in which McAfee.com is included in our consolidated group, we
could be liable in the event that any federal tax liability is incurred, but not
discharged, by McAfee.com or any other members of our consolidated group.
Under the tax sharing agreement, McAfee.com and each other member has
agreed to indemnify us if we are required to pay any tax liability amount in
excess of our hypothetical separate income tax liability, provided we are not in
default of our obligation to pay our hypothetical separate income tax liability.
The tax sharing agreement will terminate if McAfee.com is no longer
eligible to join us in the filing of a consolidated federal income tax return.
In the event of such termination, any net operating losses or other carryforward
amounts would not be available to McAfee.com upon departure from the group.
Under the tax sharing agreement, McAfee.com will not be reimbursed for any such
loss of tax benefits.
Joint Cooperation Agreement. We have entered into a Joint Cooperation and
Master Services Agreement with McAfee.com which governs the provision of
technology services among the parties. Under this agreement, our anti-virus
emergency response team (AVERT) will provide McAfee.com with research and
solutions for virus events. The agreement also contains standard terms and
conditions governing the provision of technology services from one party to the
other under statements of work that may be negotiated from time to time.
Currently, McAfee.com has entered into one such statement of work under which
McAfee.com provides us infrastructure and technical support services for our web
site. We pay McAfee.com a fee for these services in an amount equal to 10% of
McAfee.com's total quarterly technology costs plus a ten-percent (10%) service
charge. McAfee.com is obligated to provide these services until December 31,
2000 under this statement of work. During the years ended December 31, 2000 and
2001, we were charged approximately $200,000 and $0, respectively.
Indemnification and Voting Agreement. We have entered into an
Indemnification and Voting Agreement with McAfee.com which became effective on
December 2, 1999. Except under certain specified circumstances, we will
indemnify McAfee.com for all losses related to any third party claims relating
to events or circumstances arising out of our actions or inactions, including
those of our subsidiaries and officers and directors, on or prior to December 2,
1999. Additionally, for so long as we own at least 20% of McAfee.com's
outstanding voting power, we will vote our shares of McAfee.com's common stock
in favor of the election of two independent McAfee.com directors.
Registration Rights Agreement. We have entered into a registration rights
agreement with McAfee.com that entitles us to include the shares of common stock
we own in McAfee.com in any future registration of common stock McAfee.com
makes, other than any registration statement relating to an acquisition or a
stock option plan. In addition, we or certain of our transferees can request
that McAfee.com file a registration statement so we can publicly sell our
McAfee.com shares. McAfee.com has agreed pursuant to the terms of this
registration rights agreement to pay all costs and expenses, other than
underwriting discounts and commissions, related to shares to be sold by us or
certain of our transferees in connection with any such registration.
14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The report of the Company's independent accountants is set forth below
solely to correct the date of the report:
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Networks Associates, Inc.:
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) on page 48 present fairly, in all material
respects, the financial position of Networks Associates, Inc. and its
subsidiaries at December 31, 2001 and 2000, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 2001 in conformity with accounting principles generally accepted in the
United States of America. In addition, in our opinion, the financial statement
schedule listed in the index appearing under Item 14 (a)(2) on page 48 presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial
statements and financial statement schedule are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
---------------------------------------------------------
PricewaterhouseCoopers LLP
San Jose, California
January 17, 2002
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Santa
Clara, State of California, on the 29th day of March, 2002.
NETWORKS ASSOCIATES, INC.
/s/ GEORGE SAMENUK
--------------------------------------
George Samenuk
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 29, 2002 by the following persons on
behalf of the Registrant and in the capacities indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ GEORGE SAMENUK Chief Executive Officer (Principal March 29, 2002
------------------------------------------------ Executive Officer) and Chairman of
(George Samenuk) the Board
/s/ STEPHEN C. RICHARDS Chief Operating Officer and Chief March 29, 2002
------------------------------------------------ Financial Officer
(Stephen C. Richards)
/s/ EDWIN L. HARPER Director March 29, 2002
------------------------------------------------
(Edwin L. Harper)
/s/ LESLIE G. DENEND Director March 29, 2002
------------------------------------------------
(Leslie G. Denend)
/s/ VIRGINIA GEMMELL Director March 29, 2002
------------------------------------------------
(Virginia Gemmell)
/s/ ROBERT M. DUTKOWSKY Director March 29, 2002
------------------------------------------------
(Robert M. Dutkowsky)
/s/ ROBERT W. PANGIA Director March 29, 2002
------------------------------------------------
(Robert W. Pangia)
16
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ------
2.1 Agreement and Plan of Reorganization, dated October 13,
1997, among McAfee Associates, Inc., Mystery Acquisition
Corp. and Network General Corporation, as amended by the
First Amendment dated as of October 22, 1997.(1)............
2.2 Combination Agreement dated August 16, 1996 among the
Registrant, FSA Combination Corp., FSA Corporation and
Daniel Freedman.(2).........................................
2.3 Stock Exchange Agreement dated January 13, 1997 among the
Registrant, FSA Combination Corp., Kabushiki Kaisha Jade and
the shareholders of Jade.(3)................................
2.4 Agreement and Plan of Reorganization dated December 1, 1997
between the Registrant, Helix Software Company and DNA
Acquisition Corp.(4)........................................
2.5 Agreement and Plan of Reorganization dated December 1, 1997
between the Registrant, PGP and PG Acquisition Corp.(5).....
2.6 Agreement and Plan of Reorganization dated February 22,
1998, between the Registrant, TIS and Thor Acquisition
Corp.(6)....................................................
2.7 Agreement and Plan of Reorganization by and among the
Registrant, Magic Solutions International, Inc., Merlin
Acquisition Corp. and Igal Lichtman dated March 2, 1998.
Amendment Agreement by and among the Registrant, Magic
Solutions International, Inc., Merlin Acquisition Corp., and
Igal Lichtman dated March 24, 1998. Second Amendment
Agreement by and among the Registrant, Magic Solutions
International, Inc., Merlin Acquisition Corp., and Igal
Lichtman dated April 1, 1998.(7)............................
2.8 Stock Purchase Agreement, dated as of February 26, 1998, by
and between FSA Combination Corp., and Brenda Joyce
Cook.(8)....................................................
2.9 Share Purchase Agreement, dated as of March 30, 1998, among
FSA Combination Corp., and Irina Karlsson and Jarmo
Rouvinen.(8)................................................
2.10 Stock Purchase Agreement, dated as of May 10, 1998, among
FSA Combination Corp., and Secure Networks, Inc.(8).........
2.11 Transaction Agreement, dated June 9, 1998, by and between
the Registrant and Dr. Solomon's Group Plc.(16).............
2.12 Agreement and Plan of Merger, dated July 28, 1998, by and
between the Registrant and CyberMedia, Inc.(17).............
3.1 Second Restated Certificate of Incorporation of the
Registrant, as amended on December 1, 1997.(6)..............
3.2 Restated Bylaws of the Registrant.(23)......................
3.3 Certificate of Designation of Series A Preferred Stock of
the Registrant.(9)..........................................
3.4 Certificate of Designation of Series B Participating
Preferred Stock of the Registrant.(18)......................
4.1 Indenture dated as of February 13, 1998 between the
Registrant and State Street Bank and Trust Company of
California, N.A., as Trustee.(10)...........................
4.2 Resale Registration Rights Agreement, dated as of August 17,
2001, by and between the Registrant and Lehman Brothers,
Inc.(24)....................................................
4.3 Indenture dated as of August 17, 2001 between the Registrant
and State Street Bank and Trust Company of
California.(24).............................................
10.1 Lease Assignment dated November 17, 1997 for facility at
3965 Freedom Circle, Santa Clara, California by and between
Informix Corporation and McAfee Associates, Inc.(4).........
10.2 Consent to Assignment Agreement dated December 19, 1997 by
and among Birk S. McCandless, LLC, Guaranty Federal Bank,
F.S.B., Informix Corporation and the Registrant.(4).........
17
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ------
10.3 Subordination, Nondisturbance and Attornment Agreement dated
December 18, 1997, between Guaranty Federal Bank, F.S.B.,
the Registrant and Birk S. McCandless, LLC.(4)..............
10.4 Lease dated November 22, 1996 by and between Birk S.
McCandless, LLC and Informix Corporation for facility at
3965 Freedom Circle, Santa Clara, California.(4)............
10.5 Quota Purchase Agreement, dated as of April 14, 1997 by and
among McAfee Associates, Inc. and McAfee Do Brasil Ltda.,
Compusul-Consultoria E Comercio De Informatica Ltda., and
the stockholders of Compusul-Consultoria E Comercio De
Informatica Ltda.(12).......................................
10.6* 1997 Stock Incentive Plan, as Amended.(11)..................
10.7* Stock Option Plan for Outside Directors.(13)................
10.8* 2000 Nonstatutory Stock Option Plan.(21)....................
10.9* Change in control agreement between the Registrant and Peter
Watkins dated May 11, 1999.(19).............................
10.10* Change in control agreement between the Registrant and
William L. Larson dated May 11, 1999.(19)...................
10.11* Change in control agreement between the Registrant and
Prabhat K. Goyal dated May 11, 1999.(19)....................
10.12* Change in control agreement between the Registrant and
Zachary Nelson, dated May 11, 1999.(19).....................
10.13 Corporate Management Services Agreement between the
Registrant and McAfee.com Corporation, dated as of January
1, 1999.(20)................................................
10.14 Technology Cross License Agreement between the Registrant
and McAfee.com Corporation dated as of January 1,
1999.(20)...................................................
10.15 Registration Rights Agreement between the Registrant and
McAfee.com Corporation, dated as of July 20, 1999.(20)......
10.16 Asset Contribution and Receivables Settlement Agreement
between the Registrant and McAfee.com Corporation, dated as
of January 1, 1999.(20).....................................
10.17 Intercompany Revolving Loan Agreement between the Registrant
and McAfee.com Corporation, dated as of January 1,
1999.(20)...................................................
10.18 Tax Sharing Agreement between the Registrant and McAfee.com
dated as of January 1, 1999.(20)............................
10.19 Indemnification and Voting Agreement between the Registrant
and McAfee.com Corporation, dated as of August 20,
1999.(20)...................................................
10.20 Joint Cooperation and Master Services Agreement between the
Registrant and McAfee.com Corporation, dated as of January
1, 1999.(20)................................................
10.21* Amended and Restated Employment Agreement between George
Samenuk and the Registrant, dated October 9, 2001(26).......
10.22* Agreement between the Registrant and William Larson, dated
January 2, 2001.(21)........................................
10.23* Agreement between the Registrant and Prabhat Goyal, dated
January 2, 2001.(21)........................................
10.24* Agreement between the Registrant and Peter Watkins, dated
December 26, 2000.(21)......................................
10.25* Agreement between the Registrant and Zachary Nelson, dated
January 1, 2001.(22)........................................
10.26 Reseller agreements between the Registrant and McAfee.com,
dated March 31, 2001.(22)...................................
10.27* Employment agreement between Stephen C. Richards and
Registrant, dated April 3, 2001.(22)........................
10.28 1st Amendment to Lease dated March 20, 1998 between Birk S.
McCandless, LLC and the Registrant.(25).....................
18
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ------
10.29 Confirmation, Amendment and Notice of Security Agreement
dated March 20, 1998 among Informix Corporation, Birk S.
McCandless, LLC and the Registrant.(25).....................
10.30 Second Amendment to Lease dated September 1, 1998 among
Informix Corporation, Birk S. McCandless, LLC and the
Registrant.(25).............................................
10.31 Subordination, Nondisturbance and Attornment Agreement dated
June 21, 2000, among Column Financial, Inc., Informix
Corporation, Birk S. McCandless, LLC, and the
Registrant.(25).............................................
10.32 Lease Agreement dated November 14, 1996 between Blue Lake
Partners and McAfee Associates, Inc.(25)....................
10.33 Lease Amendment dated November 24, 1997 between Blue Lake
Partners and McAfee Software, Inc.(25)......................
10.34 Lease Amendment dated March 17, 1998 between Blue Lake
Partners and McAfee Software, Inc.(25)......................
10.35 Lease Amendment dated March 27, 1998 between Blue Lake
Partners and McAfee Software, Inc.(25)......................
10.36 Lease Amendment dated June 4, 1998 between Blue Lake
Partners and McAfee Software, Inc.(25)......................
10.37 Lease Amendment dated July 21, 1998 between Blue Lake
Partners and McAfee Software, Inc.(25)......................
10.38 Lease Amendment dated November 20, 1998 between Blue Lake
Partners and McAfee Software, Inc.(25)......................
10.39 Lease Amendment dated March 18, 1999 between Blue Lake
Partners and McAfee Software, Inc.(25)......................
10.40 Lease Amendment dated June 3, 1999 between Blue Lake
Partners and McAfee Software, Inc.(25)......................
10.41 Lease Amendment dated October 7, 1999 between Blue Lake
Partners and McAfee Software, Inc.(25)......................
10.42 Lease Amendment dated March 25, 2000 between Daltex Centre
LP and the Registrant.(25)..................................
10.43 Lease Amendment dated July 31, 2000 between Daltex Centre LP
and the Registrant.(25).....................................
10.44 Lease Amendment dated January 24, 2001 between Daltex Centre
LP and the Registrant.(25)..................................
10.45 Lease Amendment dated May 31, 2001 between Daltex Centre LP
and the Registrant.(25).....................................
10.46* Employment Agreement between Bakulesh A. Mehta and the
Registrant, dated October 9, 2001(26).......................
10.47* Employment Agreement between Kent H. Roberts and the
Registrant, dated October 9, 2001(26).......................
10.48* Employment Agreement between Arthur R. Matin and the
Registrant, dated October 30, 2001(26)......................
10.49* Employment Contract between Michele Fitzpatrick and the
Registrant, dated September 26, 2001(26)....................
10.50* Employment Agreement between Vernon Gene Hodges and the
Registrant, dated December 3, 2001(26)......................
12.1 Calculation of Ratio of Earnings to Fixed Charges(26).......
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants.................................................
19
---------------
(1) Incorporated by reference from the Registrant's Registration Statement on
Form S-4 filed with the Commission on October 31, 1997.
(2) Incorporated by reference from the Registrant's Current Report on Form 8-K
filed with the Commission on September 24, 1996.
(3) Incorporated by reference from the Registrant's Current Report on Form 8-K
filed with the Commission on March 14, 1997.
(4) Incorporated by reference from the Registrant's Registration Statement on
Form S-3, filed with the Commission on February 11, 1998.
(5) Incorporated by reference from the Registrant's Report on Form 8-K filed
with the Commission on December 11, 1997.
(6) Incorporated by reference from the Registrant's Registration Statement on
Form S-4 filed with the Commission on March 25, 1998.
(7) Incorporated by reference from the Registrant's Report on Form 8-K filed
with the Commission on April 2, 1998.
(8) Incorporated by reference from the Registrant's Registration Statement on
Form S-3 filed with the Commission on May 26, 1998.
(9) Incorporated by reference from the Registrant's Report on Form 10-Q for the
quarter ended September 30, 1996, filed with the Commission on November 4,
1996.
(10) Incorporated by reference from the Registrant's Registration Statement on
Form S-3 filed with the Commission on May 6, 1998.
(11) Incorporated by reference from the Registrant's Registration Statement on
Form S-8 filed with the Commission on July 21, 2000.
(12) Incorporated by reference from the Registrant's Report on Form 10-Q for the
quarter ended March 31, 1997 filed with the Commission on May 15, 1997.
(13) Incorporated by reference from the Registrant's Registration Statement
filed on Form S-8 filed with the Commission on December 2, 1997.
(14) Incorporated by reference from the Registrant's Report on Form 10-Q for the
quarter ended June 30, 1996, filed with the Commission on August 13, 1996.
(15) Incorporated by reference from the Registrant's Report on Form 10-Q for the
quarter ended March 31, 1998, filed with the Commission on May 15, 1998.
(16) Incorporated by reference from the Registrant's Report on Form 8-K filed
with the Commission on June 16, 1998.
(17) Incorporated by reference from CyberMedia Inc.'s Schedule 13D filed by the
Registrant with the Commission on August 7, 1998. CyberMedia Inc.'s filings
with the Commission were made under File Number 0-21289.
(18) Incorporated by reference from the Registrant's Report on Form 8-A filed
with the Commission on October 22, 1998.
(19) Incorporated by reference from the Registrant's report on Form 10-Q for the
quarter ended March 31, 1999, filed with the Commission on May 13, 1999.
(20) Incorporated by reference from the Form S-1 filed by McAfee.com Corporation
with the Commission on September 23, 1999, under File Number 333-87609.
(21) Incorporated by reference from the Registrant's report on Form 10-K for the
year ended December 31, 2000, filed with the Commission on April 2, 2001.
(22) Incorporated by reference from the Registrant's report on Form 10-Q for the
quarter ended March 31, 2001, filed with the Commission on May 15, 2001.
(23) Incorporated by reference from the Registrant's report on Form 10Q for the
quarter ended June 30, 2001 filed with the Commission on August 6, 2001.
20
(24) Incorporated by reference from the Registrant's Registration Statement on
Form S-3 filed with the Commission on November 9, 2001.
(25) Incorporated by reference from the Registrant's report on Form 10-Q for the
quarter ended September 30, 2001, filed with the Commission on November 13,
2001.
(26) Incorporated by reference from the Registrant's report on Form 10-K for the
year ended December 31, 2001, filed with the Commission on February 8,
2002.
* Management contracts or compensatory plans or arrangements covering
executive officers or directors of Networks Associates, Inc.
21