Document/Exhibit Description Pages Size
1: 8-K Current Report 5 14K
2: EX-2.1 Stock Exchange Agreement, Dated January 13, 1997 28 101K
3: EX-4.1 Registration Rights Agreement 8 32K
4: EX-99.1 Press Release, Dated January 30, 1997 4 11K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): FEBRUARY 28, 1997
McAFEE ASSOCIATES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 0-20558 77-0316593
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2710 Walsh Avenue, Santa Clara, California 95051
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (408) 988-3832
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Same
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(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 Kabushiki Kaisha Jade ("Jade"), a Japanese
corporation, in exchange for shares of Common Stock of McAfee (the "Exchange").
The Exchange was accomplished pursuant to the terms of a Stock Exchange
Agreement (attached as Exhibit 2.1 hereto), dated January 13, 1997 (the "Stock
Exchange Agreement"), by and among the Company, Sub, Jade and all the
shareholders of Jade (collectively, the "Shareholders") and was consummated
after trading closed on February 28, 1997. The Exchange will be recorded as a
pooling of interests for accounting purposes. The terms of the Stock Exchange
Agreement reflected the arm's-length negotiations among the parties.
Pursuant to the terms of the Stock Exchange Agreement, all
shares of issued and outstanding par value stock of Jade were exchanged for an
aggregate of 336,071 shares of Common Stock of McAfee. Under the terms of the
Stock Exchange Agreement, approximately ten percent (10%) of the shares of the
Company's Common Stock to be received by the Shareholders were placed in an
escrow account with Cupertino National Bank & Trust as security for the
agreement of the Shareholders to indemnify McAfee for certain contingencies.
Under the terms of the Stock Exchange Agreement, the
Shareholders were granted certain registration rights in connection with the
Common Stock of the Company received by the Shareholders in the Exchange
pursuant to a Registration Rights Agreement (attached as Exhibit 4.1 hereto),
dated January 13, 1997, by and between the Company and the Shareholders.
A copy of the press release announcing that the Company
entered into the Stock Exchange Agreement is attached as Exhibit 99.1 and is
incorporated herein by reference.
Exhibit
Number Description
2.1 Stock Exchange Agreement, dated January 13, 1997, by and
among McAfee, Sub, Jade and the Shareholders.
4.1 Registration Rights Agreement, dated January 13, 1997,
by and between McAfee and the Shareholders.
99.1 Press Release, dated January 30, 1997, announcing that
McAfee entered into the Stock Exchange Agreement.
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: March 14, 1997 By: /s/ Prabhat Goyal
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Prabhat Goyal
Chief Financial Officer, Vice
President of Administration,
Treasurer and Secretary
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
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2.1 Stock Exchange Agreement, dated January 13, 1997,
by and among McAfee, Sub, Jade and the Shareholders.
4.1 Registration Rights Agreement, dated January 13, 1997,
by and between McAfee and the Shareholders.
99.1 Press Release, dated January 30, 1997, announcing
that McAfee entered into the Stock Exchange Agreement.
Dates Referenced Herein and Documents Incorporated by Reference
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