|
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report: October 25, 2007
(Date
of earliest event reported)
McAFEE,
INC.
(Exact
Name of Registrant as specified in Charter)
|
|
Delaware
(State
or other Jurisdiction
of
incorporation)
|
Commission
File No.:
001-31216
|
77-0316593
(I.R.S.
Employer Identification No.)
|
|
3965
Freedom Circle
Santa
Clara, California 95054
(Address
of Principal Executive Offices, including zip code)
(408) 346-3832
(Registrant’s
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
2.02 Results of Operations and Financial Condition.
On
October 25, 2007, McAfee, Inc. ("McAfee") issued a press release announcing
its
preliminary results for the third quarter ended September 30, 2007. A copy
of
the press release is attached hereto as Exhibit 99.1 and is hereby furnished
and
not filed. Unless expressly incorporated into a filing of McAfee under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as
amended, made after the date hereof, the information contained in this Item
2.02
and in the furnished press release shall not be incorporated by reference
into
any filing of McAfee, whether made before or after the date hereof, regardless
of any general incorporation language in any such filing.
The
third
quarter 2007 results are preliminary because, as previously announced, McAfee
has determined that it will restate its historical financial statements to
record additional non-cash charges associated with past stock option grants
and
to reflect the related tax impact for stock-based compensation expense over
a
ten-year period. McAfee believes
this restatement is likely to result in aggregate non-cash charges in the
range
of $100 million to $150 million. In
addition, McAfee expects the restatement to include other adjustments to
certain
balance sheet and income statement accounts that will affect its previously
reported results, as well as its
preliminary results announced on October 25, 2007, which are presented without
taking into account any adjustments required as a result of the
restatement.
McAfee
intends to file its restated financial results and related periodic reports
as
soon as practicable.
The
unaudited financial information furnished in Exhibit 99.1, including third
quarter 2007 net income and net income per share, as well as comparisons
of
these amounts and related trends between periods are subject to change as
a
result of the restatement described above. These changes are likely to affect
the unaudited financial information included in Exhibit 99.1 and some of
these
effects may be material. Consequently, as previously disclosed, McAfee has
concluded that its previously filed financial statements and related financial
information for the periods presented herein, including any such information
included in Exhibit 99.1, should no longer be relied upon. The information
furnished in Exhibit 99.1 does not reflect any of the developments relating
to
the review of prior period option grants.
While
McAfee believes that the unaudited financial information furnished in Exhibit
99.1 has been prepared in accordance with Generally Accepted Accounting
Principles (GAAP) in the United States except for the uncertainties for the
above-noted items and except where specifically noted in such Exhibit that
a
non-GAAP financial measure is used, it can give no assurance that all
adjustments are final and that all adjustments necessary to present its
financial information in accordance with GAAP have been identified. Therefore,
all results reported in the furnished Exhibit 99.1 should be considered
preliminary until McAfee files its quarterly report on Form 10-Q for the
quarter
ended September 30, 2007.
This
Form
8-K contains forward-looking statements which include those regarding the
expected non-cash charges for stock-based compensation, related tax effects
and
other adjustments recorded as a result of the restatement of McAfee’s historical
financial statements, and the timing of McAfee’s filing of its restated
financial results and related periodic reports. Actual results could vary
perhaps materially and the expected results may not occur. In particular,
McAfee
will be required to make adjustments to its unaudited preliminary third quarter
2007 results in addition to its financial results previously reported for
prior
periods, as a result of its investigation into its stock option grant practices.
The forward-looking statements contained in this Form 8-K are also subject
to
other risks and uncertainties, including those more fully described in McAfee's
filings with the SEC including its annual report on Form 10-K for the year
ended
December 31, 2005 and its quarterly reports filed on Form 10-Q.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| |
99.1
|
Press
Release dated October 25, 2007 announcing preliminary third quarter
2007
results. (solely furnished and not filed herewith pursuant to Item
2.02)
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
|
|
| |
McAFEE,
INC. |
|
|
|
| Date:
October 25, 2007 |
By: |
/s/
Eric F. Brown
|
| |
Eric
F.
Brown |
| |
Chief
Operating Officer and
Chief
Financial Officer
|