Document/Exhibit Description Pages Size
1: 8-K Form 8-K Dated August 30,1996 5 15K
2: EX-2.1 Combination Agreement Dated August 16,1996 46 203K
3: EX-4.1 Voting and Exchange Trust Agreement 41 113K
4: EX-4.2 Registration Rights Agreement 11 44K
5: EX-99.1 Press Release 3 8K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 30, 1996
McAFEE ASSOCIATES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 0-20558 77-0316593
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2710 Walsh Avenue, Santa Clara, California 95051
(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (408) 988-3832
Same
(Former name or former address, if changed since last report.)
Exhibit Index on Page Five
ITEM 5. OTHER EVENTS
FSA Combination Corp. ("Sub"), a Delaware corporation and an
indirect subsidiary of McAfee Associates, Inc. ("McAfee" or the "Company"), a
Delaware corporation, acquired a controlling interest in FSA Corporation
("FSA"), an Alberta, Canada corporation, pursuant to a reorganization of capital
and other transactions (the "Combination"). The Combination was accomplished
pursuant to the terms of a Combination Agreement (attached as Exhibit 2.1
hereto), dated August 16, 1996, by and among the Company, Sub, FSA and Daniel
Freedman ("Freedman"), the sole shareholder of FSA (the "Combination Agreement")
and was consummated on August 30, 1996. The Combination will be recorded as a
pooling of interests for accounting purposes. The terms of the Combination
Agreement reflected the arm's-length negotiations among the parties.
Pursuant to the terms of the Combination Agreement, the
Company is obligated to issue to Freedman an aggregate of 250,042 shares of
McAfee common stock in exchange for Class F Exchangeable Non-Voting Shares of
FSA held by Freedman (the "Exchangeable Shares") under certain terms and
conditions. Under the terms of the Combination Agreement, ten percent (10%) of
the Exchangeable Shares were placed in an escrow account with Cupertino National
Bank & Trust as security for the agreement of FSA and Freedman to indemnify
McAfee for certain contingencies.
Under the terms of the Combination Agreement, Freedman was
granted certain registration rights in connection with the common stock of the
Company issuable to Freedman upon exchange of the Exchangeable Shares in
accordance with certain terms and conditions. In addition, effective upon the
consummation of the Combination, Freedman was appointed as Vice President of
Security Products of McAfee.
The Company has registered on Form S-8 approximately 106,000
additional shares of the Company's common stock for issuance upon the exercise
of stock options formerly exercisable for shares of FSA common stock, which
options were exchanged for options to purchase shares of McAfee common stock in
connection with the Combination.
A copy of the press release announcing the effectiveness of
the Combination is attached as Exhibit 99.1 and is incorporated herein by
reference.
Exhibit
Number Description
2.1 Combination Agreement, dated August 16, 1996, by
and among McAfee, Sub, FSA and Freedman.
4.1 Voting and Exchange Trust Agreement, dated August
30, 1996, by and among McAfee, Sub, FSA and John
T. Ramsay.
4.2 Registration Rights Agreement, dated August 30,
1996, by and between McAfee and Freedman.
99.1 Press Release, dated September 3, 1996,
announcing the effectiveness of the Combination.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MCAFEE ASSOCIATES, INC.
Dated: September 23, 1996 By: /s/ R. Terry Duryea
-------------------------------------
R. Terry Duryea
Vice President of Professional
Services and Corporate Development
and Secretary
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
2.1 Combination Agreement, dated August 16, 1996, by and
among the McAfee, Sub, FSA and Freedman.
4.1 Voting and Exchange Trust Agreement, dated August 30,
1996, by and among McAfee, Sub, FSA and John T. Ramsay.
4.2 Registration Rights Agreement, dated August 30, 1996, by
and between McAfee and Freedman.
99.1 Press Release, dated September 3, 1996, announcing the
effectiveness of the Combination.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 9/24/96 |
| | 9/23/96 | | 4 |
| | 9/3/96 | | 3 | | 5 |
For Period End: | | 8/30/96 | | 1 | | 5 | | | S-8 |
| | 8/16/96 | | 2 | | 5 |
| List all Filings |
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