<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
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. 1 dated August 31, 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
term used and not otherwise defined herein have the meanings given such terms in
the Schedule 14D-1.
2
<PAGE> 3
ITEM 10. ADDITIONAL INFORMATION.
The last full paragraph set forth on Page 10 of the Offer to Purchase under
Section 8 "Certain Information Concerning the Company" is hereby deleted and
replaced in its entirety by the following paragraph.
The Company does not as a matter of course make public any estimates as to
future performance or earnings, and the estimates set forth above are included
in this Offer to Purchase only because the information was made available to
Parent by the Company. The Company has informed Parent that the estimates were
not prepared with a view to public disclosure or compliance with the published
guidelines of the Commission or the guidelines established by the American
Institute of Certified Public Accountants regarding estimates or forecasts. The
Company has also informed Parent that its internal financial forecasts (upon
which the estimates provided to Parent were based in part) are, in general,
prepared solely for internal use and capital budgeting and other management
decision-making purposes and are subjective in many respects and thus
susceptible to various interpretations and periodic revision based on actual
experience and business developments. Projected information of this type is
based on estimates and assumptions that are inherently subject to significant
economic and competitive uncertainties and contingencies, all of which are
difficult to predict and many of which are beyond the control of the Company,
Purchaser or Parent. Many of the assumptions upon which the estimates were
based, none of which was approved by Parent or Purchaser, are dependent upon
economic forecasting (both general and specific to the Company's businesses),
which is inherently uncertain and subjective. The inclusion of the foregoing
estimates should not be regarded as an indication that the Company, Purchaser,
Parent or any other person who received such information considers it an
accurate prediction of future events, and neither Purchaser nor Parent has
relied on them as such. Neither Purchaser nor Parent assumes any responsibility
for the accuracy or validity of any of the estimates or any obligation to update
any such estimates.
Item 10 is hereby amended and supplemented by addition of the following
information thereto:
A copy of the joint press release announcing that Parent and the Company
have resubmitted their Notification and Report Forms filed under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 is filed as Exhibit (a)(9)
to this Schedule 14D-1 and is incorporated herein by reference.
A copy of Parent's press release announcing that the Offer has been
extended and that the Offer and withdrawal rights will now expire at 11;00 p.m.
New York City time, on Friday, September 4, 1998, is filed as Exhibit (a)(10) 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)(9) Press Release, as issued by Parent and the Company on August
26, 1998.
(a)(10) Press Release, as issued by Parent on August 28, 1998.
</TABLE>
3
<PAGE> 4
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: August 31, 1998
4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<C> <S>
(a)(9) Press Release, as issued by Parent and the Company on August
26, 1998.
(a)(10) Press Release, as issued by Parent on August 28, 1998.
</TABLE>
<PAGE> 1
EXHIBIT (a)(9)
NETWORK ASSOCIATES RESUBMITS HSR FILING FOR CYBERMEDIA, INC.
SANTA CLARA, Calif., Aug. 26/PRNewswire/ -- Network Associates (Nasdaq: NETA),
and CyberMedia, Inc. (Nasdaq: CYBR) announced that based on discussions with
the Antitrust Division of the Department of Justice, they have today
voluntarily withdrawn and then resubmitted their Notification and Report Forms
filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
concerning the previously announced $9.50 per share cash tender offer by a
Network Associates' subsidiary for all outstanding shares of CyberMedia, Inc.
The withdrawals and resubmissions effectively extends the initial 15 day
waiting period under the HSR Act to September 9, allowing additional time for
the Antitrust Division to request and evaluate information concerning the
proposed transaction.
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 Net Tools which centralizes these
point solutions within an easy-to-use, integrated systems management
environment. For more information, Network Associates can be reached at
408-988-3832 or on the Internet at http://www.nai.com.
<PAGE> 1
EXHIBIT (a)(10)
NETWORK ASSOCIATES EXTENDS OFFER FOR CYBERMEDIA, INC.
TO DATE MORE THAN 82 PERCENT OF CYBERMEDIA SHAREHOLDERS
HAVE TENDERED SHARES TO NETWORK ASSOCIATES
SANTA CLARA, Calif., Aug. 28/PRNewswire/--Network Associates (Nasdaq: NETA)
today announced that they have extended the expiration date for the previously
announced $9.50 per share cash tender offer by a Network Associates' subsidiary
for all outstanding shares of CyberMedia, Inc. (Nasdaq: CYBR), until 11:00 p.m.,
Eastern Daylight Time, on September 4, 1998. This extension is the result of
the previously announced resubmission by Network Associates and CyberMedia of
their Notification and Report Forms filed under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976 and the resulting extension of the waiting period
under the HSR Act.
At the close of business on August 28, 1998, approximately 11,030,576 shares of
common stock of CyberMedia, Inc. had been tendered in the tender offer. This
constitutes approximately 82 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 Net Tools which centralizes these
point solutions within an easy-to-use, integrated systems management
environment. For more information, Network Associates can be reached at
408-988-3832 or on the Internet at http://www.nai.com.
