3965 Freedom Circle | ||||
Delaware | Santa Clara, California 95054 | 77-0316593 | ||
(State of Incorporation) | (Address of principal executive offices, including zip code) | (IRS Employer Identification Number) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed | Proposed | |||||||||||||
Maximum | Maximum | Amount of | ||||||||||||
Amount to be | Offering Price | Aggregate | Registration | |||||||||||
Title of Securities to be Registered | Registered | Per Share | Offering Price | Fee | ||||||||||
Common Stock, par value $0.01 per
share, to be issued under the
Safeboot Option Plan 2006 |
500,000(1) | $34.70(2) | $17,350,000.00 | $681.86 | ||||||||||
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement shall also cover any additional shares of our common stock which become issuable under the Safeboot Option Plan 2006, as amended, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of our common stock. | |
(2) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee based on the price of $34.70 per share, which was the average of the high and low prices per share of our common stock as reported on the New York Stock Exchange on May 7, 2008. |
1) | Our Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Commission on February 27, 2008; | |
2) | Our Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Commission on April 29, 2008; | |
3) | Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 filed with the Commission on May 12, 2008; | |
4) | Our Current Report on Form 8-K filed with the Commission on March 27, 2008; | |
5) | Our Current Report on Form 8-K filed with the Commission on April 24, 2008; | |
6) | Our Current Report on Form 8-K filed with the Commission on April 30, 2008; and | |
7) | The description of our Common Stock which is contained in the Registration Statement on Form 8-A (File No. 001-31216), filed January 25, 2002, under Section 12(b) of the Exchange Act and any further amendment or report filed hereafter for the purpose of updating such description. |
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Exhibit | ||
Number | Description | |
4.1
|
Safeboot Option Plan 2006, as amended | |
5.1
|
Opinion of Wilson Sonsini Goodrich & Rosati, P.C. | |
23.1
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm | |
23.2
|
Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit 5.1) | |
24.1
|
Power of Attorney (Page II-A) |
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(a) | We hereby undertake: |
(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 this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective Registration Statement; | ||
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this 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 the time shall be deemed to be the initial bona fide offering thereof; and | ||
(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) | We hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of an annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the 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 company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as |
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expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the company 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, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
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MCAFEE INC. |
||||
By: | /s/ Mark D. Cochran | |||
Mark D. Cochran | ||||
Executive Vice President and General Counsel |
Signature | Title | |
/s/ David G. DeWalt
|
Chief Executive Officer and President | |
/s/ Keith S. Krzeminski
|
Chief Accounting Officer and Senior Vice President of Finance | |
/s/ Charles J. Robel
|
Chairman of the Board | |
Charles J. Robel |
||
/s/ Carl Bass
|
Director | |
Carl Bass |
||
/s/ Robert B. Bucknam
|
Director | |
Robert B. Bucknam |
||
/s/ Thomas E. Darcy
|
Director | |
Thomas E. Darcy |
||
/s/ Leslie G. Denend
|
Director | |
Leslie G. Denend |
||
/s/ Denis J. OLeary
|
Director | |
Denis J. OLeary |
||
/s/ Robert W. Pangia
|
Director | |
Robert W. Pangia |
||
/s/ Liane Wilson
|
Director | |
Liane Wilson |
II-A
Exhibit | ||
Number | Description | |
4.1
|
Safeboot Option Plan 2006, as amended | |
5.1
|
Opinion of Wilson Sonsini Goodrich & Rosati, P.C. | |
23.1
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm | |
23.2
|
Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit 5.1) | |
24.1
|
Power of Attorney (Page II-A) |