<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------------
CYBERMEDIA, INC.
(NAME OF SUBJECT COMPANY)
NETWORKS ASSOCIATES, INC.
CYCLONE ACQUISITION CORP.
(BIDDERS)
------------------------
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
23249P107
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
PRABHAT K. GOYAL
CHIEF FINANCIAL OFFICER
NETWORK ASSOCIATES, INC.
3965 FREEDOM CIRCLE
SANTA CLARA, CA 95054
(408) 988-3832
------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPIES TO:
DENNIS C. SULLIVAN, ESQ.
BRADLEY J. ROCK, ESQ.
GRAY CARY WARE & FREIDENRICH LLP
400 HAMILTON AVENUE
PALO ALTO, CA 94301
(650) 328-6561
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
This Amendment No. 2 dated September 8, 1998 to the Tender Offer Statement
on Schedule 14D-1 dated August 3, 1998 (the "Schedule 14D-1") relates to the
offer by Cyclone Acquisition Corp., a Delaware corporation ("Purchaser"), and a
wholly-owned subsidiary of Networks Associates, Inc., a Delaware corporation
("Parent"), to purchase all of the outstanding shares of Common Stock, par value
$0.01 per share (collectively, the "Shares"), of CyberMedia, Inc., a Delaware
corporation (the "Company"), at a price of $9.50 per Share, net to the seller in
cash and without interest thereon, on the terms and subject to the conditions
set forth in the Offer to Purchase, dated August 3, 1998 (the "Offer to
Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal,"
which together with the Offer to Purchase, constitutes the "Offer"). Capitalized
terms used and not otherwise defined herein have the meanings given such terms
in the Offer to Purchase.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by addition of the following
information thereto:
A copy of the joint press release announcing that the U.S. Department of
Justice and the Federal Trade Commission have notified the parties that their
request for early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976 has been granted and that the Offer has been
extended and that the Offer and withdrawal rights will now expire at 8:00 p.m.
New York City time, on Wednesday, September 9, 1998, is filed as Exhibit (a)(11)
to this Schedule 14D-1 and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<C> <S>
(a)(11) Press Release, as issued by Parent and the Company on
September 7, 1998.
</TABLE>
2
<PAGE> 3
SIGNATURES
After due inquiry and to the best of the knowledge and belief of each of
the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
NETWORKS ASSOCIATES, INC.
By: /s/ WILLIAM L. LARSON
------------------------------------
William L. Larson
Chief Executive Officer
and Chairman of the Board
CYCLONE ACQUISITION CORP.
By: /s/ RICHARD HORNSTEIN
------------------------------------
Richard Hornstein
President
Dated: September 8, 1998
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<C> <S>
(a)(11) Press Release, as issued by Parent and the Company on
September 7, 1998.
</TABLE>
<PAGE> 1
Network Associates Extends Offer for CyberMedia;
HSR Early Termination Granted
SANTA CLARA, Calif., Sept. 7/PRNewswire/--Network Associates (Nasdaq:NETA)
and CyberMedia, Inc. (Nasdaq:CYBR) today announced that the U.S. Department of
Justice and the Federal Trade Commission have notified the parties that their
request for early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976 has been granted with respect to the pending
$9.50 per share cash tender offer by a Network Associates subsidiary for all
outstanding shares of CyberMedia. Networks Associates announced that it has
extended the expiration date, for the tender offer until 8:00 p.m., Eastern
Daylight Time, on September 9, 1998.
As of 3:00 p.m. Eastern Daylight Time on September 4, 1998, approximately
11,480,101 shares of common stock of CyberMedia had been tendered in the tender
offer, This constitutes approximately 85.9 percent of the CyberMedia shares
outstanding as of the commencement of the tender offer.
With headquarters in Santa Clara, California, Network Associates, Inc. is a
leading supplier of enterprise network security and management software.
Network Associates NetTools Secure and NetTools Manager offer best-of-breed,
suite-based network security and management solutions. NetTools Secure and
NetTools Manager suites combine to create NetTools, which centralizes these
point solutions within an easy-to-use, integrated systems management
environment. For more information, Network Associates can be reached at
408-989-3832 or on the internet at http://www.nai.com
