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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): NOVEMBER 24, 1997
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 5. OTHER EVENTS
On November 24, 1997, McAfee Associates, Inc. ("McAfee") released to its
stockholders a Supplement to its Joint Proxy Statement/Prospectus dated October
31, 1997 filed by McAfee with The Securities and Exchange Commission on Form S-4
(333-39233) (the "Joint Proxy Statement/Prospectus"). The text of such
Supplement is set forth below and is hereby incorporated by reference into the
Joint Proxy Statement/Prospectus (with capitalized terms used but not defined
herein having the meanings set forth in the Joint Proxy Statement/Prospectus):
Proposal Two under "Additional Matters Being Submitted to a Vote of Only
McAfee Stockholders -- Proposal Two -- Amendment to Second Restated Certificate
of Incorporation -- Name Change" to be presented for a stockholder vote at the
McAfee Special Meeting is hereby modified to provide that subject to McAfee
stockholder approval of this proposal and consummation of the Merger, McAfee's
Second Restated Certificate of Incorporation shall be amended and restated to
change McAfee's name to "Network Associates, Inc." or, if that name is not
available, to "Networks Associates, Inc." (and not to "Network Associates,
Inc.").
PROXY CARDS PREVIOUSLY DELIVERED BY MCAFEE STOCKHOLDERS VOTING IN FAVOR OF
THE NAME CHANGE WILL BE VOTED IN FAVOR OF THE FOREGOING MODIFIED PROPOSAL TWO.
MCAFEE STOCKHOLDERS WHO PREVIOUSLY VOTED IN FAVOR OF PROPOSAL TWO AND WHO WISH
TO CHANGE THEIR VOTE SHOULD PROMPTLY CONTACT MCAFEE'S PROXY SOLICITOR, MACKENZIE
PARTNERS, INC., AT (800) 322-2885 TOLL-FREE OR (212) 929-5500 COLLECT FOR
INSTRUCTIONS ON HOW TO CHANGE THEIR VOTE. THIS SUPPLEMENT WAS RELEASED TO
MCAFEE STOCKHOLDERS ON NOVEMBER 24, 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.
MCAFEE ASSOCIATES, INC.
By: /s/ Prabhat K. Goyal
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Prabhat K. Goyal
Chief Financial Officer
