AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 2002
REGISTRATION NO. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MCAFEE.COM CORPORATION
(NAME OF SUBJECT COMPANY)
NETWORKS ASSOCIATES, INC.
AND
MCAFEE.COM HOLDINGS CORPORATION
(NAMES OF FILING PERSONS -- OFFERORS)
CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
579062-100
(CUSIP NUMBER OF CLASS OF SECURITIES)
GEORGE SAMENUK
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
C/O NETWORKS ASSOCIATES, INC.
3965 FREEDOM CIRCLE
SANTA CLARA, CA 95054
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
Copy to:
JEFFREY D. SAPER, ESQ.
KURT J. BERNEY, ESQ.
MICHAEL J. KENNEDY, ESQ.
JACK HELFAND, ESQ.
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
TELEPHONE: (650) 493-9300
CALCULATION OF FILING FEE
TRANSACTION VALUATION (*) AMOUNT OF FILING FEE (*)
------------------------- ------------------------
$192,647,732 $17,724
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act
of 1934, based on the product of (i) $15.03, the average of the high and
low sales prices of McAfee.com Class A common stock on the Nasdaq National
Market on March 26, 2002 and (ii) 12,817,547, the expected maximum number
of shares of McAfee.com common stock to be acquired in the Offer and the
merger. The amount of the filing fee, calculated in accordance with Rule
0-11(a)(2) under the Securities Exchange Act of 1934, as amended, and Fee
Rate Advisory No. 8 of 2002 issued by the Securities and Exchange
Commission on January 16, 2002, equals 0.0092% of the Transaction Value.
/x/ Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: $ 17,724 FILING PARTY: Networks Associates, Inc.
FORM OF REGISTRATION NO.: Form S-4 DATE FILED: March 29, 2002
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender Offer:
Check the appropriate boxes below to designate any transactions to which
the statement relates:
/x/ third-party tender Offer subject to Rule 14d-1.
/ / issuer tender Offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender Offer: / /
ITEMS 1 THROUGH 11.
This Tender Offer Statement on Schedule TO (this "Schedule TO"), is
filed by Networks Associates, Inc. ("Network Associates"), a Delaware
corporation, and McAfee.com Holdings Corp. ("McAfee.com Holdings"), a Delaware
corporation and a wholly-owned subsidiary of Network Associates. This Schedule
TO relates to the Offer by McAfee.com Holdings to exchange 0.675 shares of
Network Associates common stock, par value $0.01 per share (the "Network
Associates Common Shares"), for each outstanding share of Class A common stock,
par value $0.001 per share, of McAfee.com Corporation ("McAfee.com"), a Delaware
corporation, that Network Associates and its subsidiaries do not own (the
"Shares"), upon the terms and subject to the conditions set forth in the
Prospectus dated March 29, 2002, (the "Prospectus") and in the related Letter of
Transmittal, copies of which are incorporated by reference herein as Exhibits
(a)(1) and (a)(2) (which, together with any amendments, supplements or exhibits
thereto, collectively constitute the "Offer"). See the section of the Prospectus
captioned "Summary."
ITEM 12. EXHIBITS.
(a)(1) Prospectus dated March 29, 2002, (incorporated by reference from
Network Associates ' Registration Statement on Form S-4 filed on March
25, 2002 (the "Form S-4")).
(a)(2) Form of Letter of Transmittal (incorporated by reference to Exhibit
99.1 to the Form S-4).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference to
Exhibit 99.2 to the Form S-4).
(a)(4) Form of Letter from McAfee.com Holdings to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by reference to
Exhibit 99.3 to the Form S-4).
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies
and Nominees to Clients (incorporated by reference to Exhibit 99.4 to
the Form S-4).
(a)(6) Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 (incorporated by reference to Exhibit 99.5 to
the Form S-4).
(a)(7) Summary Advertisement as published in The Wall Street Journal on March
29, 2002 (incorporated by reference to Exhibit 99.6 to the Form S-4).
(a)(8) Press Release issued by Network Associates on March 29, 2002,
(incorporated by reference to Exhibit 99.8 to the Form S-4).
(a)(9) Request from Network Associates for stockholder list of McAfee.com
(incorporated by reference to Exhibit 99.7 to the Form S-4).
(a)(10) Complaint titled Stephen Bank v. McAfee.com, Srivats Sampath, George
Samenuk, Stephen C. Richards, Richard M. Schell, Frank C. Gill and
Network Associates Inc., filed on March 18, 2002 in the Chancery Court
of the State of Delaware, County of New Castle (Civil Action No.)
(incorporated by reference to Exhibit 99.10 to the Form S-4).
(a)(11) Complaint titled Justin Peyton v. Stephen C. Richards, Srivats Sampath,
Richard M. Schell, George Samenuk, Frank C. Gill, Network Associates,
Inc., filed on March 19, 2002 in the Superior Court of the State of
California, County of Santa Clara (Case No. CV806199) (incorporated by
reference to Exhibit 99.11 to the Form S-4).
(a)(12) Complaint titled Ezra Birnbaum v. Srivats Sampath, Frank Gill, George
Samenuk, Stephen Richards, Richard Schell, McAfee.com Corporation, and
Network Associates, Inc., filed on March 18, 2002 in the Chancery Court
of the State of Delaware, County of New Castle (Civil Action No.
19482NC) (incorporated by reference to Exhibit 99.12 to the Form S-4).
(a)(13) Complaint titled Carl Brown v. Srivats Sampath, Frank Gill, George
Samenuk, Stephen Richards, Richard Schell, Network Associates, Inc. and
McAfee.com Corp., filed on March 18, 2002 in the Chancery Court of the
State of Delaware, County of New Castle (Civil Action No. 19483NC)
(incorporated by reference to Exhibit 99.13 to the Form S-4).
(a)(14) Complaint titled Nick Monastero v. Srivats Sampath, Stephen Richards,
George Samenuk, Frank Gill, Richard Schell, Network Associates, Inc.,
and McAfee.com Corporation, filed on March 18, 2002 in the Chancery
Court of the State of Delaware, County of New Castle (Civil Action No.
19485NC) (incorporated by reference to Exhibit 99.14 to the Form S-4).
(a)(15) Complaint titled Elizabeth Ebner v. Srivats Sampath, Frank Gill, George
Samenuk, Stephen Richards, Richard Schell, Networks Associates, Inc.
and McAfee.com Corporation, filed on March 18, 2002 in the Chancery
Court of the State of Delaware, County of New Castle (Civil Action No.
19487NC) (incorporated by reference to Exhibit 99.15 to the Form S-4).
(a)(16) Complaint titled Adrian Chin v. McAfee.com Corp., Srivats Sampath,
George Samenuk, Stephen Richards, Richard M. Schell, Frank C. Gill and
Network Associates Inc., filed on March 18, 2002 in the Chancery Court
of the State of Delaware, County of New Castle (Civil Action No.
19484NC) (incorporated by reference to Exhibit 99.16 to the Form S-4).
(b) None.
(d) None.
(g) None.
(h)(1) Tax opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (incorporated by reference to Exhibit 5.1 to the Form S-4).
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13e-3.
Not applicable.
After due 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.
NETWORKS ASSOCIATES, INC.
By: /s/ GEORGE SAMENUK
-------------------------------------------
Name: George Samenuk
Title: Chairman and Chief Executive Officer
MCAFEE.COM HOLDINGS CORPORATION
By: /s/ GEORGE SAMENUK
-------------------------------------------
Name: George Samenuk
Title: President
Dated: March 29, 2002