McAfee Inc 8-K 2008
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: November 18, 2008
(Date of earliest event reported)
(Exact Name of Registrant as specified in Charter)
3965 Freedom Circle
Santa Clara, California 95054
(Address of Principal Executive Offices, including zip code)
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. Completion of Acquisition or Disposition of Assets.
On November 18, 2008, McAfee, Inc., a Delaware corporation (McAfee), completed its acquisition (the Acquisition) of Secure Computing Corporation, a Delaware corporation (Secure Computing), pursuant to a previously-announced Agreement and Plan of Merger (the Merger Agreement), dated as of September 21, 2008, by and among McAfee, Seabiscuit Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of McAfee (Merger Sub), and Secure Computing. Pursuant to the Merger Agreement, Merger Sub was merged with and into Secure Computing (the Merger), with Secure Computing continuing as the surviving corporation and as a wholly owned subsidiary of McAfee.
Subject to the terms and conditions of the Merger Agreement, at the effective time and as a result of the Merger:
In total, net of cash held by Secure Computing, the total value of the transaction was approximately $462 million.
Item 9.01. Financial Statements and Exhibits.
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.