UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
¨
|
Preliminary Proxy Statement
|
¨
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
¨
|
Definitive Proxy Statement
|
¨
|
Definitive Additional Materials
|
x
|
Soliciting Material Pursuant to §240.14a-12
|
Secure
Computing Corporation
(Name
of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
¨
|
Fee paid previously with preliminary materials.
|
¨
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
(1)
|
Amount Previously Paid:
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
This filing consists of a press release issued by Secure Computing Corporation on October 16, 2008 regarding the
special meeting of stockholders to approve the sale of Secure Computing Corporation to McAfee and the early termination of HSR review.
|
|
|
Editorial Contact:
Ally Zwahlen
ally_zwahlen@securecomputing.com
925-207-4573
|
|
Investor Contact:
Jane Underwood
jane_underwood@securecomputing.com
408-494-2186
|
SECURE COMPUTING ANNOUNCES SPECIAL MEETING OF STOCKHOLDERS TO APPROVE SALE TO MCAFEE
Company also announces early termination of HSR review
SAN JOSE, CA, Oct. 16, 2008
Secure Computing Corporation (NASDAQ: SCUR) announced today that a record date and a special meeting date have been established for the Companys stockholders to consider
and vote on the proposal to adopt the previously announced agreement and plan of merger by and among Secure Computing Corporation, McAfee, Inc. and Seabiscuit Acquisition Corporation, a wholly owned subsidiary of McAfee, Inc. The merger agreement
provides for the merger of Seabiscuit Acquisition Corporation with and into Secure Computing Corporation, with Secure Computing Corporation continuing as the surviving corporation and as a wholly owned subsidiary of McAfee, Inc.
Secure Computing Corporation stockholders of record at the close of business on October 10, 2008 are entitled to notice of the special meeting and to vote on
the adoption of the merger agreement. The special meeting is scheduled to be held on Friday, November 14, 2008 at 9:00 a.m., local time, at Secure Computing Corporations offices located at 2340 Energy Park Drive, St. Paul, Minnesota
55108. The definitive proxy statement for the special meeting has been filed with the Securities and Exchange Commission, and is first being mailed to stockholders on October 16, 2008.
On October 15, 2008, Secure Computing Corporation received notification that the U.S. Department of Justice and Federal Trade Commission had granted early
termination of the Hart-Scott-Rodino waiting period for the proposed merger. The closing of the merger remains subject to receipt of antitrust approvals under the laws of the Federal Republic of Germany, adoption of the merger agreement by the
Secure Computing Corporation stockholders, as well as other customary closing conditions. The parties intend to consummate the transaction as soon as practicable and currently anticipate that the closing will occur in the fourth quarter of calendar
year 2008.
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements, which include those regarding anticipated completion of the merger and the expected closing date of the merger. These forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause
actual results or outcomes to be materially different from those anticipated in this release including, among others, the inability of the parties to the
merger agreement to obtain necessary regulatory approval or to obtain them on acceptable terms; the inability to obtain necessary Secure Computing Corporation stockholder approval; material changes in the economic environment or the industries in
which Secure Computing Corporation and McAfee, Inc. operate; and other factors relating to Secure Computing Corporation and McAfee, Inc. that may impact the timing or occurrence of closing. In addition, actual outcomes are subject to other risks and
uncertainties that relate more broadly to Secure Computing Corporations overall business, including those more fully described in Secure Computing Corporations filings with the Securities and Exchange Commission, including its Annual
Report on Form 10-K for the year ended December 31, 2007, and its Quarterly Report filed on Form 10-Q for the second quarter of 2008. Secure Computing Corporation assumes no obligation to update these forward-looking statements.
About Secure Computing
Secure Computing Corporation (NASDAQ: SCUR),
a leading provider of enterprise gateway security, delivers a comprehensive set of solutions that help customers protect their critical Web, email and network assets. Over half the Fortune 50 and Fortune 500 are part of its more than 22,000 global
customers, supported by a worldwide network of more than 2,000 partners. The company is headquartered in San Jose, California, and has offices worldwide. For more information, see
http://www.securecomputing.com
.
About McAfee, Inc.
McAfee, Inc. is the leading dedicated security
technology company. Headquartered in Santa Clara, California, McAfee, Inc. delivers proactive and proven solutions and services that secure systems and networks around the world. With its unmatched security expertise and commitment to innovation,
McAfee, Inc. empowers home users, businesses, the public sector, and service providers with the ability to block attacks, prevent disruptions and continuously track and improve their security.
http://www.mcafee.com
.
Important Information
Secure Computing Corporation (Secure
Computing) has filed with the Securities and Exchange Commission (the SEC) preliminary and definitive proxy statements and other relevant materials in connection with its proposed acquisition by McAfee, Inc. (McAfee).
The definitive proxy statement is first being mailed to the stockholders of Secure Computing on October 16, 2008. Before making any voting or investment decision with respect to the transaction, investors and security holders of Secure
Computing are urged to read the proxy statement and the other relevant materials because they contain important information about the transaction, Secure Computing and McAfee. Investors and security holders may obtain free copies of these documents
(when they are available) and other documents filed with the SEC at the SECs web site at
www.sec.gov
. In addition, investors and security holders may obtain free copies of the documents filed with the SEC from Secure Computings
investor relations website at
www.securecomputing.com/invest.cfm
or by writing its investor relations department at 55 Almaden Boulevard, Suite 500 San Jose, CA 95113.
Information Regarding Participants
Secure Computing and its officers and directors may be deemed to be participants in the solicitation of proxies from Secure Computings stockholders with respect to the transaction. A description of any interests
that these officers and directors have in the transaction is available in the proxy statement. In addition, McAfee may be deemed to have participated in the solicitation of proxies from Secure Computings stockholders in favor of the adoption
of the merger agreement. Information concerning McAfees directors and executive officers is set forth in McAfees proxy statement for its 2008 annual meeting of stockholders, which was filed with the SEC on June 26, 2008. These
documents are available free of charge at the SECs web site at www.sec.gov or by going to McAfees investor relations page on its corporate website at
www.mcafee.com
.
Secure Computing (MM) (NASDAQ:SCUR)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Secure Computing (MM) (NASDAQ:SCUR)
Historical Stock Chart
Von Jul 2023 bis Jul 2024