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As filed with the Securities and Exchange Commission on July 21, 2000
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)
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2000 NONSTATUTORY STOCK OPTION PLAN
1997 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLANS)
WILLIAM L. LARSON
PRESIDENT AND 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)
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Copy to:
JEFFREY D. SAPER, ESQ.
KURT J. BERNEY, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Common Stock to be issued under the 3,000,000 $ 24.33(1) $72,990,000(1) $19,270(1)
Network Associates, Inc. 2000
Nonstatutory Stock Option Plan
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Common Stock to be issued under 6,000,000 $ 22.57(2) $135,420,000(2) $35,751(2)
the Network Associates, Inc.
1997 Stock Incentive Plan
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TOTAL: 9,000,000 $208,410,000 $55,021
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(1) Estimated in part pursuant to Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), and in part pursuant to Rule 457(c)
under the Securities Act. With respect to 2,692,660 shares subject to
outstanding options to purchase Common Stock under the Plan, the Proposed
Maximum Offering Price Per Share is equal to the exercise price of $24.53
per share pursuant to Rule 457(h) under the Securities Act. With respect to
307,340 shares of Common Stock available for future grant under the Plan,
the estimated Proposed Maximum Offering Price Per Share was estimated
pursuant to Rule 457(c) under the Securities Act whereby the per share
price is the average between the high and low price reported on the Nasdaq
National Market on July 19, 2000, which average was $22.57. The Proposed
Maximum Offering Price Per Share represents a weighted average of the
foregoing estimates calculated in accordance with Rules 457(c) and 457(h)
under the Securities Act.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on the average of the high and low
prices per share of the Common Stock as reported on The Nasdaq National
Market on July 19, 2000.
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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 Security and Exchange Commission (the "Commission") allows us to
"incorporate by reference" the information we file with them, which means that
we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and later information filed with the Commission will update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the Commission under Section 13a, 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 until our offering is
completed:
(1) Our Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the commission on March 30, 2000; and
(2) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000, filed with the Commission on May 15, 2000.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Prabhat K. Goyal
Vice President of Administration and Chief Financial Officer
Network Associates, Inc.
3965 Freedom Circle
Santa Clara, CA 95054
(408) 988-3832
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the document.
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
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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.
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.
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Network Associates, Inc. 2000 Nonstatutory Stock Option Plan.
4.2 Network Associates, Inc. 1997 Stock Incentive Plan, as amended.
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
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(4) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(4) 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.
(4) 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;
(4) That, for the purpose of determining any liability under the
Securities Act of 1933, the 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.
(4) 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 of 1933, as
amended, 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.
(4) 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, 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 this 21st
day of July, 2000.
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 hereby constitutes and appoints William L. Larson and Prabhat
Goyal, and each of them acting individually, as his or her attorney-in-fact,
each with full power of substitution, for him or her in any and all capacities,
to sign any and all amendments 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 each of said attorneys-in-fact, or any substitute, 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 and on the dates indicated:
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SIGNATURE TITLE DATE
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/s/ WILLIAM L. LARSON Chairman of the Board and Chief Executive July 21, 2000
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William L. Larson
/s/ PRABHAT GOYAL Chief Financial Officer July 21, 2000
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Prabhat Goyal
/s/ LESLIE DENEND Director July 21, 2000
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Leslie Denend
/s/ VIRGINIA GEMMELL Director July 21, 2000
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Virginia Gemmell
/s/ EDWIN HARPER Director July 21, 2000
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Edwin Harper
/s/ ENZO TORRESI Director July 21, 2000
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Enzo Torresi
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Network Associates, Inc. 2000 Nonstatutory Stock Option Plan.
4.2 Network Associates, Inc. 1997 Stock Incentive Plan, as amended.
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
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