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As filed with the Securities and Exchange Commission on May 4, 1998
Registration No. 333-_________________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NETWORKS ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0316593
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3965 Freedom Circle
Santa Clara, California 95054
(408) 988-3832
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
TRUSTED INFORMATION SYSTEMS, INC. AMENDED AND RESTATED
1996 DIRECTORS' STOCK OPTION PLAN
TRUSTED INFORMATION SYSTEMS, INC. AMENDED AND RESTATED 1996 STOCK OPTION PLAN
TRUSTED INFORMATION SYSTEMS, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
William L. Larson
Chief Executive Officer
Networks Associates, Inc.
3965 Freedom Circle
Santa Clara, California 95054
(408) 988-3832
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
Jeffrey D. Saper, Esq.
Kurt J. Berney, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered(1) Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock (par value $0.01 per share) to be issued
under the Trusted Information Systems, Inc. Amended 5,761 $23.34(2) $ 134,461.74 $ 40.75
and Restated 1996 Directors' Stock Option Plan.
Common Stock (par value $0.01 per share) to be issued
under the Trusted Information Systems, Inc. Amended 135,081 $18.51(3) $2,500,349.31 $ 757.84
and Restated 1996 Stock Option Plan.
Common Stock (par value $0.01 per share) to be issued
under the Trusted Information Systems, Inc. 1997 119,275 $57.43(4) $6,849,963.25 $2,075.74
Employee Stock Purchase Plan. 9,925 $26.32(4) $ 261,226.00 $ 79.15
Totals 270,042 $9,746,000.00 $2,953.48
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</TABLE>
(1) Represents the number of shares of the Registrant's Common Stock which
may be issued to the Registrant's employees in the form of incentive
stock options pursuant to the Trusted Information Systems, Inc. Amended
and Restated 1996 Directors' Stock Option Plan (the "Directors' Plan"),
the Trusted Information Systems, Inc. Amended and Restated 1996 Stock
Option Plan (the "Option Plan") and the Trusted Information Systems,
Inc. 1997 Employee Stock Purchase Plan (the "ESPP"). Pursuant to Rule
416(a), this Registration Statement shall also cover any additional
shares of the Registrant's Common Stock that become issuable under the
aforementioned plans by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration that increases the number of the Registrant's
outstanding shares of Common Stock.
(2) The Proposed Maximum Offering Price Per Share is calculated pursuant to
Rule 457(h) under the Act, and as such, is based upon the exercise
prices of each outstanding option under the Directors' Plan. The
weighted average exercise price of the shares subject to outstanding
options under the Directors' Plan is $23.34 per share.
(3) The Proposed Maximum Offering Price Per Share is calculated pursuant to
Rule 457(h) under the Act, and as such, is based upon the exercise
prices of each outstanding option under the Option Plan. The weighted
average exercise price of the shares subject to outstanding options
under the Option Plan is $18.51 per share.
(4) The Proposed Maximum Offering Price Per Share is calculated, in part,
pursuant to Rule 457(h) under the Act, and as such, is based upon the
exercise prices of each outstanding option under the ESPP. The weighted
average exercise price of the shares subject to outstanding options
under the ESPP is $26.32 per share. With respect to those shares
available for future grant under the ESPP, the offering price per share
is calculated pursuant to Rule 457(c), and as such, is determined to be
85% of the average between the high and the low of the Registrant's
Common Stock as reported on The Nasdaq Stock Market as of April 30,
1998, or $57.43.
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REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by Networks Associates,
Inc. (the "Company") are hereby incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997, filed pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(b) The Company's Current Report on Form 8-K, dated April 29, 1998,
filed pursuant to the Section 12 of the Exchange Act.
(c) The description of the Company's Common Stock which is contained in
the Company's Registration Statement on Form 8-A, filed pursuant to Section 12
of the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, prior to
the filing of a post-effective amendment which indicates that all securities
registered have been sold or which deregisters all securities then remaining
unsold under this registration statement, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Second Restated Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law. Delaware
law provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except for
liability (i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company's Restated Bylaws provide that the Company shall indemnify
its directors and officers and may indemnify its employees and other agents to
the fullest extent permitted by law. The Company believes that
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indemnification under its Restated Bylaws covers at least negligence and gross
negligence on the part of indemnified parties. The Company's Restated Bylaws
also permit the Company to secure insurance on behalf of any officer, director,
employee or other agent for any liability arising out of his or her actions in
such capacity, regardless of whether the Company would have the power to
indemnify him or her against such liability under the General Corporation Law of
Delaware. The Company currently has secured such insurance on behalf of its
officers and directors.
The Company has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Company's Restated
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Company's directors and officers for certain expenses (including
attorney's fees), judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
the Company, arising out of such person's services as a director or officer of
the Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Trusted Information Systems, Inc. Amended and Restated 1996 Directors' Stock Option Plan.(1)
4.2 Trusted Information Systems, Inc. Amended and Restated 1996 Stock Option Plan.(2)
4.3 Trusted Information Systems, Inc. 1997 Employee Stock Purchase Plan.(3)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants.
23.2 Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
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(1) Exhibit 4.1 is incorporated by reference to the Registration Statement
on Form S-8 filed by Trusted Information Systems, Inc. on April 9, 1997
(Registration No. 333-24849).
(2) Exhibit 4.2 is incorporated by reference to the Registration Statement
on Form S-8 filed by Trusted Information Systems, Inc. on January 24,
1997 (Registration No. 333-20313).
(3) Exhibit 4.3 is incorporated by reference to the Schedule 14A filed by
Trusted Information Systems, Inc. on April 24, 1997 (Registration No.
000-21067)
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amend ment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Exchange Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Exchange Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto, duly
authorized, in the City of Santa Clara, State of California, on May 4, 1998.
NETWORKS ASSOCIATES, INC.
By: /s/ PRABHAT K. GOYAL
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Prabhat K. Goyal,
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Prabhat K. Goyal, his attorney-in-fact,
with the power of substitution, for him in any and all capacities, to sign any
amendment to this Registration Statement on Form S-8, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on May 4, 1998 by the following persons in the
capacities indicated.
SIGNATURE TITLE
/s/ WILLIAM L. LARSON Chairman and Chief Executive
------------------------------- Officer
William L. Larson
/s/ PRAHAT K. GOYAL Chief Financial Officer
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Prabhat K. Goyal
/s/ LESLIE G. DENEND President and Director
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Leslie G. Denend
/s/ EDWIN L. HARPER Director
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Edwin L. Harper
/s/ VIRGINIA GEMMELL Director
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Virginia Gemmell
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Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Trusted Information Systems, Inc. Amended and Restated 1996 Directors' Stock Option Plan.(1)
4.2 Trusted Information Systems, Inc. Amended and Restated 1996 Stock Option Plan.(2)
4.3 Trusted Information Systems, Inc. 1997 Employee Stock Purchase Plan.(3)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants.
23.2 Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
</TABLE>
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(1) Exhibit 4.1 is incorporated by reference to the Registration Statement
on Form S-8 filed by Trusted Information Systems, Inc. on April 9, 1997
(Registration No. 333-24849).
(2) Exhibit 4.2 is incorporated by reference to the Registration Statement
on Form S-8 filed by Trusted Information Systems, Inc. on January 24,
1997 (Registration No. 333-20313).
(3) Exhibit 4.3 is incorporated by reference to the Schedule 14A filed by
Trusted Information Systems, Inc. on April 24, 1997 (Registration No.
000-21067)
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EXHIBIT 5.1
May 1, 1998
Networks Associates, Inc.
3965 Freedom Circle
Santa Clara, CA 95054
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission on or about May 1, 1998 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 270,042 shares of your Common Stock to be
issued under the Trusted Information Systems, Inc. Amended and Restated 1996
Stock Option Plan, the Trusted Information Systems, Inc. Amended and Restated
1996 Directors' Stock Option Plan and the Trusted Information Systems, Inc. 1997
Employee Stock Purchase Plan (the "Plans") (collectively the "Shares"). As legal
counsel for Networks Associates, Inc., we have examined the proceedings taken
and are familiar with the proceedings proposed to be taken by you in connection
with the sale and issuance of the Shares under the Plan.
It is our opinion that, when issued and sold in the manner referred
to in the Plan, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments to it.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 (File No. ) of our report dated January 20, 1998,
except for the matters discussed in Notes 14 and 16, as to which the date is
February 13, 1998, on our audits of the consolidated financial statements of
Networks Associates, Inc.
COOPERS & LYBRAND L.L.P.
San Jose, California
April 30, 1998
