As filed with the Securities and Exchange Commission on March 1, 2011
Registration No. 333-49297
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MCAFEE, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
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77-0316593
(I.R.S. Employer
Identification Number)
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2821 Mission College Blvd.
Santa Clara, CA
(Address of Principal Executive Offices)
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95054
(Zip Code)
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MAGIC SOLUTIONS INTERNATIONAL, INC. 1996 INCENTIVE
PROGRAM
(Full Title of the Plans)
Keith S. Krzeminski
Chief Accounting Officer and
Senior Vice President, Finance
McAfee, Inc.
2200 Mission College Blvd.
Santa Clara, CA 95054
(Name and Address of Agent for Service)
(510) 748-4100
(Telephone Number, Including Area Code, of Agent for Service)
With copies to:
Robert Townsend, Esq.
Jackie Liu, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105
DEREGISTRATION OF SHARES
This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-8 (Registration
No. 333-49297) previously filed by McAfee, Inc., a Delaware corporation (the “Registrant”), on April 2, 1998 (the “Registration Statement”).
On February 28, 2011, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of August 18, 2010, by and among the Registrant, Intel Corporation, a Delaware corporation (“Parent”), and Jefferson Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), Purchaser merged with and into the Registrant (the “Merger”) with the Registrant continuing after the Merger as the surviving corporation. As a result of the Merger, the Registrant has terminated all
offerings of securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. In accordance with an undertaking made by the Registrant to remove from registration, by means of a post-effective amendment, any securities registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration all securities registered under the Registration Statement that remain unsold as of the effective time of the Merger.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (Registration No. 333-49297) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on this 1st day of March, 2011.
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MCAFEE, INC.
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By:
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/s/ Keith S. Krzeminski |
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Keith S. Krzeminski
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Chief Accounting Officer and Senior
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Vice President, Finance
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ David G. DeWalt
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President and Director
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March 1, 2011
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David G. DeWalt
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(Principal Executive Officer)
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/s/ Jonathan Chadwick
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Executive Vice President and
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March 1, 2011
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Jonathan Chadwick
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Chief Financial Officer
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(Principal Financial Officer)
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/s/ Keith S. Krzeminski
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Chief Accounting Officer and
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March 1, 2011
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Keith S. Krzeminski
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Senior Vice President, Finance
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(Principal Accounting Officer)
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/s/ Renée James
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Chairman of the Board of
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March 1, 2011
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Renée James
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Directors
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/s/ Chi Miller
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Director
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March 1, 2011
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Chi Miller
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/s/ Don Harbert
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Director
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March 1, 2011
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Don Harbert
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/s/ David Law
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Director
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March 1, 2011
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David Law
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