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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 10-K/A
AMENDMENT NO. 1
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED 31 DECEMBER 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-20558
McAFEE ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0316593
(State of incorporation) (IRS Employer Identification Number)
2710 WALSH AVENUE
SANTA CLARA, CALIFORNIA 95051-0963
(408) 988-3832
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
---------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.01 par value
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
issuer as of December 31, 1996 was approximately $2,141,149,516. The number of
shares outstanding of the issuer's common stock as of December 31, 1996 was
48,662,489.
Documents incorporated by reference: Items 10, 11, 12, and 13 of Part III are
incorporated by reference from the Registrant's Proxy Statement for the Annual
Meeting of Stockholders to be held June 5, 1997.
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EXPLANATORY NOTE
This amendment amends the Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 28, 1997 by the Registrant. The
cover page and Items 10, 11, 12 and 13 have been amended.
PART III
ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT.
The information required hereunder is incorporated by reference from the
Company's Proxy Statement to be filed in connection with Company's Annual
Meeting of Stockholders to be held June 5, 1997.
ITEM 11. EXECUTIVE COMPENSATION.
The information required hereunder is incorporated by reference from the
Company's Proxy Statement to be filed in connection with Company's Annual
Meeting of Stockholders to be held June 5, 1997.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required hereunder is incorporated by reference from the
Company's Proxy Statement to be filed in connection with Company's Annual
Meeting of Stockholders to be held June 5, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required hereunder is incorporated by reference from the
Company's Proxy Statement to be filed in connection with Company's Annual
Meeting of Stockholders to be held June 5, 1997.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Santa Clara, State of California, on the 7th day of April, 1997.
McAFEE ASSOCIATES, INC.
/s/WILLIAM L. LARSON
- ---------------------------------
William L. Larson
President, Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on April 7, 1997 by the following persons on
behalf of the Registrant and in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
------------------------- ------------------------------
<S> <C>
/s/WILLIAM L. LARSON President, Chief Executive Officer and
------------------------- Chairman of the Board (Principal
(William L. Larson) Executive Officer)
/s/PRABHAT K. GOYAL Vice President of Finance and
------------------------- Administration, Chief Financial
(Prabhat K. Goyal) Officer, Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
/s/JOHN C. BOLGER Director
-------------------------
(John C. Bolger)
/s/JEFFREY T. CHAMBERS Director
-------------------------
(Jeffrey T. Chambers)
/s/LESLIE G. DENEND Director
-------------------------
(Leslie G. Denend)
/s/VIRGINIA GEMMELL Director
-------------------------
(Virginia Gemmell)
/s/EDWIN L. HARPER Director
-------------------------
(Edwin L. Harper)
/s/WALTER G. KORTSCHAK Director
-------------------------
(Walter G. Kortschak)
</TABLE>
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