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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) October 13, 1997
Network General Corporation
(Exact name of registrant as specified in charter)
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Delaware 0-17431 77-0115204
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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4200 Bohannon Drive, Menlo Park, California 94025
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (650) 473-2000
(Former name or former address, if changed since last report)
This Current Report, including exhibits, contains 6 pages.
The Exhibit Index is located on page 4.
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ITEM 5. OTHER EVENTS.
On October 13, 1997, Network General Corporation, a Delaware corporation
(the "Company"), announced that it had executed a definitive Agreement and Plan
of Reorganization (the "Agreement") with McAfee Associates, Inc. ("McAfee"),
pursuant to which the Company will become a wholly-owned subsidiary of McAfee
and each outstanding share of the Company's common stock will be converted into
the right to receive .4167 of a share of McAfee common stock.
The merger has been approved by the boards of directors of the Company and
McAfee but is still subject to certain conditions as described in the Agreement,
including, but not limited to, expiration or early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, approval of the Agreement by the stockholders of the Company, and
approval of the issuance of McAfee common stock pursuant to the Agreement by the
stockholders of McAfee.
A copy of the press release announcing the execution of the Agreement is
attached as EXHIBIT 99.1 and is incorporated herein by reference.
ITEM 7. EXHIBITS.
Exhibit No. Description
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99.1 Press Release dated October 13, 1997
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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.
NETWORK GENERAL CORPORATION
Date: October 20, 1997 By: /s/ Scott C. Neely
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Scott C. Neely
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
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99.1 Press Release dated October 13, 1997 5
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EXHIBIT 99.1
MCAFEE TO COMBINE WITH NETWORK GENERAL; TWO
COMPANIES JOIN TO FORM NETWORK ASSOCIATES
World's Largest Network Security and Management Software Company;
Tenth Largest Independent Software Company
SANTA CLARA, Calif., Oct. 13 -- McAfee Assoc. (Nasdaq:MCAF) and Network General
Company (NETG) jointly announced today that they have signed a definitive
agreement to combine in a stock-for-stock merger valued at over $1.3 billion.
The two companies would be combined in a new company named Network Associates,
Inc., which would represent the world's largest network security and management
software company, and the tenth largest independent software company. In
addition, Network Associates would be the largest third-party software provider
for Microsoft/Intel-based personal computers and server computers.
The union would bring together the market leaders in network security and
network management, one of the industry's most rapidly growing and critical
areas of computing. McAfee is a leading provider of enterprise anti-virus,
security and help desk automation software while Network General is a leading
provider of network fault and performance management solutions. Product
offerings from the two companies complement each other on many fronts and
with very little overlap in functionality.
"In the age of network computing, there is no more significant market than
network security and management," said Bill Larson, president, CEO and
chairman of McAfee. "This transaction would solidify our position as a
leading supplier of the core technologies in this high-growth market."
"There is powerful synergy across our product lines, our markets and our
organizations," said Leslie G. Denend, president and CEO of Network General.
"VirusScan and Sniffer are two of the most recognized brands in the network
security and management markets. We believe these products, combined with the
companies' new products, will establish Network Associates as the premier
partner for enterprise customers as they evolve to fully leverage the
benefits of a secure, reliable network computing architecture."
Under the terms of the transaction, McAfee will offer 0.4167 shares for each
share of Network General stock. Both boards have approved the transaction,
and the companies plan to complete it within approximately 90 days, subject
to regulatory reviews, approval of each company's shareholders, and other
customary closing conditions. Bill Larson will serve as chairman and chief
executive officer of Network Associates, and Leslie Denend will serve as
president.
The newly formed Network Associates would bring together two industry leaders
to form the largest company catering to the network security and management
markets. Network Associates' new product family would offer both new and
existing McAfee and Network General customers the broadest most comprehensive
array of products to protect, manage and monitor corporate
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networks. Network Associates will ease the process by which customers
determine their enterprise network security and management needs with a broad
product offering and a wealth of experience to help them implement systems
that will take them into the next century.
There will be a conference call with Bill Larson and Leslie Denend today at
5:30 Eastern. Press and analysts may call 800-857-6632, and reference
password "McAfee" to participate. A copy of the presentation for the
conference call can be accessed at McAfee's web site (www.mcafee.com).
Network General Corporation (Nasdaq:NETG) is a leading provider of fault,
performance and security management solutions for networks worldwide. Founded
in 1986, the Company has extensive experience in complex heterogeneous
network environments and offers a comprehensive suite of products and
services designed to provide Total Network Visibility(R). Worldwide
headquarters are located at 4200 Bohannon Drive, Menlo Park, CA 94025.
Telephone: 650-473-2000, or 800-SNIFFER (764-3337).
Founded in 1989, McAfee is the leading worldwide vendor of network security
and management solutions for enterprise networks. The company is also the
leader in Internet- and Web-based electronic software distribution. McAfee is
headquartered in Santa Clara, California, and can be reached at 408-988-3832
or on the Internet at www.mcafee.com.
This news release may contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended which reflect the Company's
current judgment on certain issues. Because such statements apply to future
events, they are subject to risks and uncertainties that could cause the
actual results to differ materially, including without limitation,
integration risks related to the proposed transaction, risks that the
contemplated benefits of the proposed transaction will not be realized and
the risk that the proposed transaction will not be consummated. Important
factors which could cause actual results to differ materially are described
in McAfee's and Network General's reports on Form 10-K and 10-Q on file with
the Securities and Exchange Commission.
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