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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: February 8, 2007
(Date of earliest event reported)
McAFEE, INC.
(Exact Name of Registrant as specified in Charter)
Delaware Commission File No.: 77-0316593
(State or other Jurisdiction 001-31216 (I.R.S. Employer
of incorporation) 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 OPERATIONS AND FINANCIAL CONDITION.
On February 8, 2007, McAfee, Inc. ("McAfee" or the "Registrant") issued
a press release announcing its preliminary results for the fourth quarter and
full year 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 fourth quarter and full year 2006 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 by the Registrant on February 8,
2007, 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 soon as practicable.
The unaudited financial information furnished in Exhibit 99.1,
including fourth quarter and full year 2006 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 meet its
March 1, 2007 filing deadline, or the extended filing deadline of March 16,
2007, for its Form 10-K with the SEC for the year ended December 31, 2006.
McAfee has notified the New York Stock Exchange of these developments and will
be subject to monitoring under the New York Stock Exchange's late filer rules.
McAfee will attempt to file its Form 10-K 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 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 annual report on Form 10-K for the year ended
December 31, 2006.
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 expenses incurred and adjustments recorded as a result of
the restatement of McAfee's historical financial statements, the anticipated
timing for McAfee's filing of its Form 10-K for the full year 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 fourth quarter and full year 2006 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 February 8, 2007 announcing
preliminary fourth quarter and full year 2006 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: February 8, 2007 By: /s/ Eric F. Brown
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Eric F. Brown
Chief Operating Officer and
Chief Financial Officer
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