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UNITED STATES 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): DECEMBER 8, 1997
NETWORKS ASSOCIATES, INC.
(FORMERLY MCAFEE ASSOCIATES, INC.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COMMISSION FILE NUMBER 0-20558
DELAWARE 77-0316593
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2805 BOWERS AVENUE 95051
SANTA CLARA, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 988-3832
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 9, 1997, Networks Associates, Inc. ("Network Associates" or the
"Company") acquired Pretty Good Privacy, Inc. ("PGP"), a privately-held provider
of applied cryptographic solutions for securing corporate digital assets and
protecting individual privacy based in San Mateo, California. Pursuant to an
Agreement and Plan of Reorganization dated as of December 1, 1997, between the
Company, PGP and PG Acquisition Corp., a wholly owned subsidiary of the Company
("Merger Sub"), Merger Sub merged with and into PGP, with PGP becoming a wholly
owned subsidiary of Network Associates. The aggregate consideration payable in
the acquisition was approximately $36 million (payable at closing in cash and
the assumption of certain liabilities) and warrants to acquire a specified
number of shares of Network Associates common stock. The cash paid in the
acquisition was funded or, in the case of assumed liabilities, will be funded
from Network Associates' cash on hand. The acquisition is being accounted for
under the purchase method of accounting. In accordance with generally accepted
accounting principles, Network Associates expects to incur a charge to earnings
for the December 31, 1997 quarter of approximately $30 million related to the
purchase of in process research and development.
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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.
NETWORKS ASSOCIATES, INC.
By: /s/ Prabhat K. Goyal
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Prabhat K. Goyal
Chief Financial Officer
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