Secure Computing 8-K 2008
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)
SECURE COMPUTING CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
55 Almaden Boulevard
San Jose, California 95113
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
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:
The discussion under Item 8.01 of this Current Report is incorporated by reference in this Item 3.01.
On November 18, 2008, Secure Computing Corporation (Secure Computing) notified NASDAQ that each outstanding share of Secure Computings common stock, par value $0.01 per share (the Common Stock) and each outstanding share of Secured Computings Series A Convertible Preferred Stock, par value $0.01 per share (the Series A Preferred Stock) was, pursuant to the previously announced merger (the Merger) with Seabiscuit Acquisition Corporation (Merger Sub), a wholly owned subsidiary of McAfee, Inc. (McAfee), converted into the right to receive the merger consideration described under Item 8.01 below, and that, as a wholly owned subsidiary of McAfee, Secure Computing no longer met the listing requirements for inclusion in the NASDAQ Global Select Market set forth in Rule 4426(b) of the NASDAQ Marketplace Rules. Accordingly, Secure Computing requested that NASDAQ file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the SEC) with respect to the Common Stock. In addition, Secure Computing will file with the SEC a certification and notice of termination of registration on Form 15, requesting that the Common Stock be deregistered under Section 12(b) and 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and that the reporting obligations of Secure Computing under Sections 13 and 15(d) of the Exchange Act be suspended.
The discussion under Item 8.01 of this Current Report is incorporated by reference in this Item 3.03.
The discussion under Item 8.01 of this Current Report is incorporated by reference in this Item 5.01.
Pursuant to the terms of the Merger Agreement, upon the effectiveness of the Merger on November 18, 2008, Messrs. Dan Ryan, John McNulty, Robert J. Frankenberg, Stephen M. Puricelli, Alexander Zakupowsky, Jr, Cary J. Davis and Richard L. Scott no longer serve on the board of directors of Secure Computing. The newly appointed board of directors of Secure Computing is comprised of certain officers of McAfee.
As described in the section titled Interests of our Directors and Executive Officers in the Merger in Secure Computings proxy statement on Schedule 14A filed with the SEC on October 16, 2008 in connection with the special meeting of Secure Computings stockholders to approve the adoption of the Merger Agreement (as defined below), each executive officer of Secure Computing has agreed to continue working for the surviving corporation in the positions outlined in the proxy statement.
In connection with the Merger and pursuant to the Merger Agreement, the Certificate of Incorporation of Merger Sub, and the Bylaws of Merger Sub, each as in effect immediately prior to the effective time of the Merger, are now the Certificate of Incorporation and the Bylaws of Secure Computing (except that the name of Merger Sub has been changed to Secure Computing Corporation).
On November 18, 2008, Secure Computing completed the Merger. Secure Computing is the surviving entity and is now a wholly owned subsidiary of McAfee. McAfee owns 100% of the voting securities of Secure Computing. The Merger was effected pursuant to an Agreement and Plan of Merger (the Merger Agreement), dated as of September 21, 2008, by and among Secure Computing, McAfee and Merger Sub. Pursuant to the terms 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 purchase price of the transaction was approximately $462 million. The source of the funds used by McAfee was its working capital.
Pursuant to the terms of the Merger Agreement, the directors and officers of Merger Sub immediately prior to the effective time of the Merger are now the directors and officers, respectively, of the surviving corporation.
A copy of the Merger Agreement was filed as Exhibit 2.1 to Secure Computings Current Report on Form 8-K filed on September 25, 2008. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the agreement.
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.
Date: November 18, 2008