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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 2)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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CYBERMEDIA, INC.
(Name of Subject Company)
CYBERMEDIA, INC.
(Names of Person(s) Filing Statement)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
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23249P107
(CUSIP Number of Class of Securities)
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KANWAL REKHI
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
CYBERMEDIA, INC.
2850 OCEAN PARK BLVD., SUITE 100
SANTA MONICA, CA 90405
(310) 664-5000
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
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WITH A COPY TO:
Arthur F. Schneiderman, Esq.
Blair W. Stewart, Jr., Esq.
Daniel R. Mitz, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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This Amendment No. 2 amends the Solicitation/Recommendation Statement on
Schedule 14D-9 (as amended, the "Schedule 14D-9") filed by CyberMedia, Inc. (the
"Company") relating to the tender offer by Networks Associates, Inc. ("Parent")
and Cyclone Acquisition Corp. ("Purchaser"), a wholly-owned subsidiary of
Parent, to purchase all of the outstanding shares of Common Stock of the Company
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated August 3, 1998. Capitalized terms used and not otherwise defined herein
have the meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
A copy of the joint press release of the Parent and the Company announcing
that the U.S. Department of Justice and the Federal Trade Commission have
notified the parties that their request for early termination of the waiting
period under the Hard-Scott-Rodino Antitrust Improvement Act of 1976 has been
granted and that the Offer will now expire at 8:00 p.m. New York City time, on
Wednesday, September 9, 1998, is filed as Exhibit 18 to this Schedule 14D-9 and
is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
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EXHIBIT NUMBER DESCRIPTION
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18 Press Release, as issued by Parent and the Company on
September 7, 1998.
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SIGNATURE
After reasonable 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.
By: /s/ KANWAL REKHI
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Name: Kanwal Rekhi
Title: Chief Executive Officer and
Chairman of the Board
Dated: September 8, 1998
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION
<S> <C>
18 Press Release, as issued by Parent and the Company on
September 7, 1998.
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Network Associates Extends Offer for CyberMedia;
HSR Early Termination Granted
SANTA CLARA, Calif., Sept. 7/PRNewswire/--Network Associates (Nasdaq:NETA)
and CyberMedia, Inc. (Nasdaq:CYBR) today announced that the U.S. Department of
Justice and the Federal Trade Commission have notified the parties that their
request for early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976 has been granted with respect to the pending
$9.50 per share cash tender offer by a Network Associates subsidiary for all
outstanding shares of CyberMedia. Networks Associates announced that it has
extended the expiration date, for the tender offer until 8:00 p.m., Eastern
Daylight Time, on September 9, 1998.
As of 3:00 p.m. Eastern Daylight Time on September 4, 1998, approximately
11,480,101 shares of common stock of CyberMedia had been tendered in the tender
offer, This constitutes approximately 85.9 percent of the CyberMedia shares
outstanding as of the commencement of the tender offer.
With headquarters in Santa Clara, California, Network Associates, Inc. is a
leading supplier of enterprise network security and management software.
Network Associates NetTools Secure and NetTools Manager offer best-of-breed,
suite-based network security and management solutions. NetTools Secure and
NetTools Manager suites combine to create NetTools, which centralizes these
point solutions within an easy-to-use, integrated systems management
environment. For more information, Network Associates can be reached at
408-989-3832 or on the internet at http://www.nai.com
