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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 26, 2006
(Date of earliest event reported)
McAFEE, INC.
(Exact Name of Registrant as specified in Charter)
Delaware 001-31216 77-0316593
(State or other Jurisdiction Commission (I.R.S. Employer
of incorporation) File No. 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):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02 RESULTS OF OPERATION AND FINANCIAL CONDITION.
On October 26, 2006, McAfee, Inc. ("McAfee" or the "Registrant") issued a
press release announcing its preliminary results for the third quarter ended
September 30, 2006. 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 the Registrant 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 the Registrant, whether made
before or after the date hereof, regardless of any general incorporation
language in any such filing.
The third quarter results are preliminary because McAfee (as previously
disclosed) has determined that it will need to restate its historical financial
statements to record additional non-cash charges for stock-based compensation
expense over a ten year period. McAfee currently expects that the aggregate
non-cash charges that will result from the restatement will likely be in the
range of $100 million to $150 million. Further, in addition to non-cash charges
for stock-based compensation, McAfee expects there to be related tax effects and
other expenses incurred and other adjustments recorded as a result of the
restatement. These adjustments could also affect the preliminary results
announced in the furnished October 26, 2006 press release, which are presented
without taking into account any adjustments which may be required as a result of
the restatement.
McAfee intends to file its restated financial results and related periodic
reports as quickly as practicable.
The unaudited financial information furnished in Exhibit 99.1, including
third quarter 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.
Because of the restatement, McAfee is not in a position to timely file its
Form 10-Q with the SEC for the third quarter ended September 30, 2006. McAfee
will attempt to file its Form 10-Q as soon as it has sufficient certainty as to
the impact of these matters on its financial statements. In addition, 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, 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 third quarter ended September 30,
2006.
This Form 8-K contains forward-looking statements which include those
regarding the expected non-cash charges for stock-based compensation as a result
of the restatement of McAfee's historical financial statements, the anticipated
timing for McAfee's filing of its Form 10-Q for the third quarter of 2006.
Actual results could vary perhaps materially and the expected results may not
occur. In particular, McAfee may be required to make adjustments to its
unaudited preliminary third quarter 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.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press Release dated October 26, 2006 announcing preliminary
third quarter results. (solely furnished and not filed
herewith pursuant to Item 2.02)
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SIGNATURES
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.
MCAFEE, INC.
Date: October 26, 2006 By: /s/ Eric F. Brown
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Eric F. Brown
Chief Operating Officer and
Chief Financial Officer
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