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As filed with the Securities and Exchange Commission on August 11, 2000
Registration No. 333-_________________
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)
Network Associates, Inc. Tax Deferred Savings Plan
(Full title of the plan)
---------------
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)
---------------
Copies to:
Jeffrey D. Saper, Esq. and Kurt J. Berney, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================= =================== =================== =================== ===================
Proposed Proposed
Title of Securities Amount Maximum Maximum Amount of
to be Registered to be Offering Aggregate Registration
Registered Price Offering Fee*
Per Share* Price*
------------------------------------------------- ------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock** to be issued under the Network
Associates, Inc. Tax Deferred Savings Plan. 5,000,000 shares $20.09375 $100,468,750 $26,523.75
================================================= =================== =================== =================== ===================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on
the basis of $ 20.09375 per share, the average of the high and low prices
per share of the Common Stock on August 4, 2000 as reported by NASDAQ.
** In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Network Associates, Inc.
Tax Deferred Savings Plan described herein.
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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 are incorporated by reference in this registration
statement: (i) the latest annual reports of Networks Associates, Inc. (the
"Registrant") and the Network Associates, Inc. Tax Deferred Savings Plan, as
amended (the "Plan") filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); (ii) all other reports
filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the annual reports referred to in clause (i) above;
and (iii) the description of the Registrant's common stock set forth in the
Registrant's Registration Statement on Form 8-A relating thereto, including any
amendment or report filed for the purpose of updating such description. All
documents filed by the Registrant or the Plan after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment (that indicates
all securities offered have been sold or deregisters all securities then
remaining unsold), shall be deemed to be incorporated by reference in this
registration statement and to be a 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 Registrant'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 Registrant's Restated Bylaws provide that the Registrant shall
indemnify its directors and officers and may indemnify its employees and other
agents to the fullest extent permitted by law. The Registrant believes that
indemnification under its Restated Bylaws covers at least negligence and gross
negligence on the part of indemnified parties. The Registrant's Restated Bylaws
also permit the Registrant 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 Registrant would have the
power to indemnify him or her against such liability under the General
Corporation Law of Delaware. The Registrant currently has secured such insurance
on behalf of its officers and directors.
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The Registrant has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Registrant's
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Registrant'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 Registrant, arising out of such person's services as a director or
officer of the Registrant, any subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities and Exchange Act of 1933, as amended. The
Registrant's Certificate of Incorporation, as amended, and Bylaws provide for
indemnification of its officers, directors, employees and other agents to the
maximum extent permitted by the Delaware Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Network Associates, Inc. Tax Deferred Savings Plan, as amended.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
5.2 Undertaking re Status of Favorable Determination Letter Covering the Plan.
The Registrant has received a favorable determination letter from the
Internal Revenue Service (the "IRS") concerning the qualification of
the Network Associates, Inc. Tax Deferred Savings Plan (the "Plan")
under Section 401(a) and related provisions of the Internal Revenue
Code of 1986, as amended. The Registrant will submit any future
material amendments to the Plan to the IRS with a request for a
favorable determination that the Plan, as amended, continues to so
qualify.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
24.1 Power of Attorney of the Directors (see page 7).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) 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:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and
(iii) 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(b) 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 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.
(c) 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 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 Securities Act and will be governed by final
adjudication of such issue.
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SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 August 11, 2000.
NETWORKS ASSOCIATES, INC.
By: /s/ Prabhat K. Goyal
--------------------------
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 or her
attorney-in-fact, with the power of substitution, for him or her in any and all
capacities, to sign a Registration Statement on Form S-8 relating to up to
5,000,000 shares of common stock of Networks Associates, Inc. and an
indeterminate number of plan interests issuable under the Network Associates,
Inc. Tax Deferred Savings Plan, as amended, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated below:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ William L. Larson Chairman of the Board and Chief Executive 8/11/00
----------------------------------- Officer (Principal Executive Officer)
William L. Larson
/s/ Prabhat K. Goyal Chief Financial Officer (Principal Financial
----------------------------------- and Accounting Officer) 8/11/00
Prabhat K. Goyal
/s/ Leslie G. Denend President and Director 8/2/00
-----------------------------------
Leslie G. Denend
/s/ Edwin L. Harper Director 8/3/00
-----------------------------------
Edwin L. Harper
/s/ Virginia Gemmell Director 8/2/00
-----------------------------------
Virginia Gemmell
/s/ Enzo Torresi Director 8/11/00
-----------------------------------
Enzo Torresi
</TABLE>
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THE PLAN
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Network Associates, Inc. Tax Deferred Savings Plan 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 the dates
indicated:
NETWORK ASSOCIATES, INC. TAX
DEFERRED SAVINGS PLAN
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Sylvia Garcia-Lechelt Member of the 7/27/00
------------------------------------- Plan Committee
Sylvia Garcia-Lechelt
/s/ Terry Davis Member of the
------------------------------------- Plan Committee 7/27/00
Terry Davis
/s/ Mary Champion Member of the
------------------------------------- Plan Committee 7/27/00
Mary Champion
/s/ Ruben Reyes Member of the
------------------------------------- Plan Committee 7/27/00
Ruben Reyes
</TABLE>
A majority of the members of the Plan Committee for the Network Associates,
Inc. Tax Deferred Savings Plan.
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Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Network Associates, Inc. Tax Deferred Savings Plan, as amended.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
5.2 Undertaking re Status of Favorable Determination Letter Covering the Plan.
The Registrant has received a favorable determination letter from the
Internal Revenue Service (the "IRS") concerning the qualification of
the Network Associates, Inc. Tax Deferred Savings Plan (the "Plan")
under Section 401(a) and related provisions of the Internal Revenue
Code of 1986, as amended. The Registrant will submit any future
material amendments to the Plan to the IRS with a request for a
favorable determination that the Plan, as amended, continues to so
qualify.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
24.1 Power of Attorney of the Directors (see page 7).
</TABLE>
