As filed with the Securities and Exchange Commission on March 1, 2011
Registration No. 333-49297
 
UNITED STATES
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)

Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
 
77-0316593
(I.R.S. Employer
Identification Number)
     
2821 Mission College Blvd.
Santa Clara, CA
(Address of Principal Executive Offices)
 
95054
(Zip Code)

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
(415) 268-7000
 
 
 

 
 
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.
 
 
MCAFEE, INC.
   
 
By:
/s/ Keith S. Krzeminski
   
Keith S. Krzeminski
   
Chief Accounting Officer and Senior
   
Vice President, Finance
 
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.
 
Signature
 
Title
 
Date
         
/s/ David G. DeWalt
 
President and Director
 
March 1, 2011
David G. DeWalt
 
(Principal Executive Officer)
   
         
/s/ Jonathan Chadwick
 
Executive Vice President and
 
March 1, 2011
Jonathan Chadwick
 
Chief Financial Officer
   
   
(Principal Financial Officer)
   
         
/s/ Keith S. Krzeminski
 
Chief Accounting Officer and
 
March 1, 2011
Keith S. Krzeminski
 
Senior Vice President, Finance
   
   
(Principal Accounting Officer)
   
         
/s/ Renée James
 
Chairman of the Board of
 
March 1, 2011
Renée James
 
Directors
   
         
/s/ Chi Miller
 
Director
 
March 1, 2011
Chi Miller
       
         
/s/ Don Harbert
 
Director
 
March 1, 2011
Don Harbert
       
         
/s/ David Law
  
Director
  
March 1, 2011
David Law