UNITED STATES
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) April 15, 1996
CHEYENNE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-9189 13-3175893
(State or Other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
3 Expressway Plaza, Roslyn Heights, NY 11577
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 484-5110
Page 1 of 7<PAGE>
ITEM 5. OTHER EVENTS.
On April 15, 1996, Cheyenne Software, Inc., issued
a press release in the form attached hereto as Exhibit 20,
which is hereby incorporated herein by reference.
Page 2 of 7<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
20 Press release dated April 15, 1996.
Page 3 of 7<PAGE>
SIGNATURE
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.
CHEYENNE SOFTWARE, INC.
Date April 16, 1996 /s/ ReiJane Huai
Name: ReiJane Huai
Title: President and Chief
Executive Officer
Page 4 of 7<PAGE>
EXHIBIT LIST
20 Press release dated April 15, 1996.
EXHIBIT 20
Contacts: Roy Winnick/Richard Wolff
Kekst and Company
(212) 593-2655
CHEYENNE SOFTWARE, INC.'S BOARD UNANIMOUSLY REJECTS
McAFEE'S UNSOLICITED REQUEST TO DISCUSS MERGER
ROSLYN HEIGHTS, N.Y., April 15, 1996 -- The Board of Directors
of Cheyenne Software, Inc. (AMEX: CYE), of Roslyn Heights, New
York, announced today that it has unanimously rejected an unso-
licited request from McAfee Associates, Inc., of Santa Clara,
California, to meet to discuss a potential stock-for-stock
business combination between Cheyenne and McAfee.
ReiJane Huai, Chairman, President and Chief Executive Officer
of Cheyenne, said: "Cheyenne's Board of Directors and manage-
ment are keenly focused on increasing shareholder value, and we
have carefully considered McAfee's request to discuss a merger
between our two companies. However, we believe that the trans-
action proposed by McAfee is not in the best interest of
Cheyenne's shareholders. A transaction between McAfee and
Cheyenne would likely be highly dilutive to Cheyenne sharehold-
ers, and its value would be dependent upon McAfee's ability to
continue growth rates in its primary business -- anti-virus
software -- at their historical pace.
"The timing of McAfee's proposal reveals it to be a transparent
ploy designed to exploit the recent decline in Cheyenne's stock
price. We believe that the proposed exchange ratio represent-
ing $27.50 per share does not reflect the long-term value of
Cheyenne's stock, nor our expectation that pretax profit mar-
gins before one-time charges for the fiscal year ending June
30, 1996 will be approximately 25%, on a 30% gain in sales over
the prior fiscal year. In rejecting the McAfee proposal,
Cheyenne's Board of Directors was advised by Broadview Associ-
ates, L.P., Cheyenne's investment banker, that the implied
exchange ratio resulting from McAfee's $27.50 stock-for-stock
valuation is inadequate, from a financial point of view, to
Cheyenne shareholders.
"The valuation proposed by McAfee also fails to take into ac-
count the long-term strengths of Cheyenne that have been widely
recognized by industry analysts, including the growth potential
of our NetWare product line led by the ARCserve family of prod-
ucts, with an installed base of more than 500,000 copies; the
growth of our Windows NT product line; our excellent position
in the lucrative Japanese markets; and our expansion in the
Pacific Rim, including Taiwan and China. While we are commit-
ted to examining any and every option that will provide value
to our shareholders, we will not allow Cheyenne to be snapped
up by an opportunistic would-be predator at a discount to its
true long-term value.
(more)<PAGE>
"In sum, McAfee's $27.50 proposal is unattractive and unaccept-
able. We do not believe that a merger with McAfee offers a
compelling strategic benefit to Cheyenne's shareholders and we
are skeptical of McAfee's ability to maintain its current lofty
valuation. The Board of Directors of Cheyenne believes that
pursuing merger discussions with McAfee is not the best strat-
egy to achieve long-term growth and maximize shareholder
value," Mr. Huai said.
Cheyenne also announced that its Board of Directors has taken
certain actions to protect shareholder interests and share-
holder value. These actions include the adoption of a Share-
holder Rights Plan and certain amendments to its by-laws which,
among other things, define procedures governing consent solici-
tations.
Except for any statements of historical fact, the above state-
ments constitute forward looking statements. The actual re-
sults of Cheyenne may differ materially from the forward-look-
ing statements noted above based on a number of important fac-
tors including, but not limited to: receipt and fulfillment of
expected orders; the level of returns and exchanges; changes in
general business conditions; the growth in computer networking;
market volatility related to the competition between Novell,
Microsoft and other network operating system vendors and other
factors; the successful expansion of Cheyenne into the Windows
NT and desktop markets; the ability to expand successfully into
new geographic regions; the maintenance and expansion of stra-
tegic partnerships; the effectiveness of price and other compe-
tition faced by Cheyenne; the market acceptance of new products
like ARCserve Version 6 and the timing of such acceptance;
changes in distributors' and other customers' buying patterns;
changes in the company's and the industry's sales practices;
one-time events; and other important factors disclosed from
time to time in the company's Form 10K and Form 10Q and other
Securities and Exchange Commission filings, including the Form
10Q for the quarter ended Dec. 31, 1995.
About Cheyenne Software
Cheyenne Software, Inc. is an international developer of es-
sential software solutions for NetWare, Windows NT, UNIX,
Macintosh, OS/2, Windows 3.1 and Windows 95 operating systems.
Its enterprise-wide offerings include an array of storage man-
agement, security, and communications products, including
Cheyenne[R] HSM, JETserve[TM], InocuLAN[R], FAXserve[TM], and
its flagship product line, the ARCserve[R] family of network
backup software. Cheyenne can be contacted at (800) 243-9462
(U.S. or Canada) or (516) 465-4000, or by visiting its WWW home
page at: http://www.cheyenne.com.
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