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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
August 12, 1998
NETWORKS ASSOCIATES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or other jurisdiction of incorporation)
0-20558 77-0316593
(Commission File No.) (IRS Employer Identification Number)
3965 Freedom Circle
Santa Clara, California 95054
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(Address of Principal Executive Offices)
(408) 988-3832
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(Registrant's Telephone Number, Including Area Code)
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Item 2. Acquisition or Disposition of Assets
On August 12, 1998, pursuant to the terms of the Transaction
Agreement, dated June 9, 1998 (the "Transaction Agreement"), by and between Dr
Solomon's Group PLC, a corporation duly organized and existing under the laws of
England and Wales ("Dr Solomon's"), and Networks Associates, Inc., a Delaware
corporation ("Network Associates" or the "Company"), Network Associates acquired
all the issued share capital of Dr Solomon's (the "Acquisition") by means of a
Scheme of Arrangement in accordance with Section 425 of the Companies Act (as
amended) of England and Wales, and Dr Solomon's became a wholly-owned subsidiary
of Network Associates. The consideration paid by Network Associates in the
Acquisition consisted of an aggregate of approximately 15.3 million shares of
Network Associates Common Stock (including 1.7 million shares held in trust
pending the exercise of certain outstanding Dr Solomon's options). Holders of Dr
Solomon's Ordinary Shares received 0.27625 shares of Network Associates Common
Stock for each Dr Solomon's Ordinary Share. As one Dr Solomon's American
Depository Share ("ADS") represented three Dr Solomon's Ordinary Shares, this is
equivalent to 0.82875 shares of Network Associates Common Stock for each Dr
Solomon's ADS.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The financial statements of Dr Solomon's for the periods specified
in Section 210.3-50(b) of the Exchange Act of 1934 (the "Act") required to be
filed by this item are hereby incorporated by reference to the Company's Report
on Form 8-K/A filed with the Commission on July 1, 1998.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item and
Article 11 of Regulation S-X of the Act is hereby incorporated by reference to
the Company's Report on Form 8-K/A filed with the Commission on July 1, 1998.
(c) Exhibits
2.1 Press Release, dated August 12, 1998.
2.2 Press Release, dated August 12, 1998.
99.1 Financial Statements of Business Acquired (1).
99.2 Pro Forma Financial Information (1).
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(1) Incorporated by reference to the Company's Report on From 8-K/A filed
with the Commission on July 1, 1998.
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SIGNATURE
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.
Dated: August 13, 1998 By: /s/ Prabhat K. Goyal
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Prabhat K. Goyal
Chief Financial Officer
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NETWORKS ASSOCIATES, INC.
CURRENT REPORT ON FORM 8-K
INDEX TO EXHIBITS
Exhibit No. Description
2.1 Press Release, dated August 12, 1998.
2.2 Press Release, dated August 12, 1998.
99.1 Financial Statements of Business to be Acquired (1).
99.2 Pro Forma Financial Information (1).
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(1) Incorporated by reference to the Company's Report on From 8-K/A filed
with the Commission on July 1, 1998.
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Exhibit 2.1
Wednesday August 12, 8:02 am Eastern Time
Company Press Release
SOURCE: Networks Associates, Inc.
Networks Associates, Inc., Dr Solomon's Group PLC Scheme Of Arrangement Court
Approval
SANTA CLARA, Calif. and AYLESBURY, United Kingdom, Aug. 12 /PRNewswire/ --
Networks Associates, Inc. (Nasdaq: NETA - news) and Dr Solomon's Group PLC
(EASDAQ: SOLL; Nasdaq: SOLLY) announce that at the High Court hearing held
earlier today, the Scheme of Arrangement (under Section 425 of the Companies Act
1985) ("the Scheme"), under which Network Associates is to acquire the entire
issued share capital of Dr Solomon's, was sanctioned by the Court.
Accordingly, the Scheme is expected to become effective later today upon
registration of the Court Order sanctioning the Scheme with the UK Registrar of
Companies. Upon the Scheme becoming effective, each Dr Solomon's Ordinary Share
in issue at 10:00 pm (London time) on August 11 will be cancelled and an equal
number of new Dr Solomon's Ordinary Shares will be issued to Network Associates
so that Dr Solomon's will become a wholly-owned subsidiary of Network
Associates. As consideration for the Acquisition, Network Associates will issue
to the holders of Dr Solomon's Ordinary Shares 0.27625 shares of new Network
Associates Common Stock for each Dr Solomon's Ordinary Share and to the holders
of Dr Solomon's ADSs (each representing 3 Dr Solomon's Ordinary Shares) 0.82875
shares of new Network Associates Common Stock for each Dr Solomon's ADS.
Enquiries:
<TABLE>
<S> <C> <C>
Dr Solomon's David Stephens +44 1296 318 700
Goldman Sachs International Fergal O'Driscoll +44 171 774 1000
Greg Lemkau +1 415 393 7500
Shandwick Consultants Rollo Head +44 171 329 0096
Network Associates Richard Hornstein +1 408 346 3832
Jennifer Keavney +1 408 346 3278
Morgan Stanley Andrew Bell +44 171 425 5555
Nicholas Osborne +1 415 234 5700
Copithorne & Bellows Alissa Bushnell +1 415 975 2224
</TABLE>
This announcement is published on behalf of Network Associates and Dr Solomon's
and has
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been approved by Morgan Stanley & Co. Limited and Goldman Sachs International,
each of which is regulated by The Securities and Futures Authority Limited, for
the purposes of section 57 of the Financial Services Act 1986.
Morgan Stanley and Co. Limited, which is regulated by The Securities and Futures
Authority Limited, is acting for Network Associates in connection with the
Acquisition and no-one else and will not be responsible to anyone other than
Network Associates for providing the protections afforded to customers of Morgan
Stanley and Co. Limited, nor for providing advice in relation to the
Acquisition.
Goldman Sachs International, which is regulated by the Securities and Futures
Authority Limited, is acting for Dr Solomon's in connection with the Acquisition
and no-one else and will not be responsible to anyone other than Dr Solomon's
for providing the protections afforded to customers of Goldman Sachs
International, nor for providing advice in relation to the Acquisition.
This announcement does not constitute an offer or an invitation to purchase any
securities.
SOURCE: Networks Associates, Inc.
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Exhibit 2.2
Wednesday August 12, 12:14 pm Eastern Time
Company Press Release
SOURCE: Networks Associates, Inc.
Networks Associates, Inc. Dr Solomon's Group PLC Scheme of Arrangement
Registration of Court Order
SANTA CLARA, Calif. and AYLESBURY, UK, Aug. 12 /PRNewswire/ -- Networks
Associates, Inc. (Nasdaq: NETA - news) and Dr Solomon's Group PLC (Easdaq: SOLL;
Nasdaq: SOLLY) confirm that the Order of the High Court of England and Wales
approving the Scheme of Arrangement has now been registered with the UK
Registrar of Companies and, accordingly the entire issued share capital of Dr
Solomon's has been acquired by Network Associates. Following completion of the
acquisition, Dr Solomon's American Depository Shares will be de-listed from
Nasdaq and Easdaq and shares of Network Associates Common Stock issued to former
holders of Dr Solomon's Ordinary Shares and American Depository Shares will be
quoted on Nasdaq.
Enquiries:
<TABLE>
<S> <C> <C>
Dr Solomon's David Stephens +44 1296 318 700
Goldman Sachs International Fergal O'Driscoll +44 171 774 1000
Greg Lemkau +1 415 393 7500
Shandwick Consultants Rollo Head +44 171 329 0096
Network Associates Richard Hornstein +1 408 346 3832
Jennifer Keavney +1 408 346 3278
Morgan Stanley Andrew Bell +44 171 425 5555
Nicholas Osborne +1 415 234 5700
Copithorne & Bellows Alissa Bushnell +1 415 975 2224
</TABLE>
This announcement is published on behalf of Network Associates and Dr Solomon's
and has been approved by Morgan Stanley & Co. Limited and Goldman Sachs
International, each of which is regulated by The Securities and Futures
Authority Limited, for the purposes of section 57 of the Financial Services Act
1986.
Morgan Stanley and Co. Limited, which is regulated by The Securities and Futures
Authority Limited, is acting for Network Associates in connection with the
Acquisition and no-one else and will not be responsible to anyone other than
Network Associates for providing the
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protections afforded to customers of Morgan Stanley and Co. Limited, nor for
providing advice in relation to the Acquisition.
Goldman Sachs International, which is regulated by the Securities and Futures
Authority Limited, is acting for Dr Solomon's in connection with the Acquisition
and no-one else and will not be responsible to anyone other than Dr Solomon's
for providing the protections afforded to customers of Goldman Sachs
International, nor for providing advice in relation to the Acquisition.
This announcement does not constitute an offer or an invitation to purchase any
securities.
SOURCE: Networks Associates, Inc.
