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McAfee, Inc. – ‘8-K’ for 8/30/96

As of:  Tuesday, 9/24/96   ·   For:  8/30/96   ·   Accession #:  891618-96-2109   ·   File #:  0-20558

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/24/96  McAfee, Inc.                      8-K:5       8/30/96    5:243K                                   Bowne - Palo Alto/FA

Current Report   —   Form 8-K
Filing Table of Contents

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 


8-K   —   Form 8-K Dated August 30,1996
Document Table of Contents

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11st Page   -   Filing Submission
2Item 5. Other Events
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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
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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.
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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.
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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
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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
This ‘8-K’ Filing    Date First  Last      Other Filings
Filed on:9/24/96
9/23/964
9/3/9635
For Period End:8/30/9615S-8
8/16/9625
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Filing Submission 0000891618-96-002109   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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