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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Secure Computing (MM) | NASDAQ:SCUR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.75 | 0 | 01:00:00 |
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):
x | No fee required. |
¨ | 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: |
|
(5) | Total fee paid: |
|
¨ | 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.: |
|
(3) | Filing Party: |
|
(4) | Date Filed: |
|
©
2007 McAfee, Inc.
McAfee to Acquire Secure Computing
Dave DeWalt
CEO & President, McAfee
Dan Ryan,
CEO & President, Secure Computing
This filing consists of the PowerPoint presentation from the September 23, 2008 conference
call.
|
Cautionary
Statement
This discussion may contain forward-looking statements. These
statements include, among others, those regarding our future
investments in
complementary businesses, products and technologies, our expectation that our financial results will continue to fluctuate,
our expectation that international revenue will remain a significant percentage of our
net revenue, our expectation that both product and
pricing competition will
increase, our expectation that product-related expenses will increase, our expectations about future sales to our
top ten distributors and our sales efforts through the channel and other partners, the
expected geographic composition of our future
revenue, our expected future
revenue mix, our expected revenue realization rates, the anticipated future trend of specific categories of
expenses,
the
expected
future
impact
related
to
change
in
senior
management,
our
expected
benefits
from
acquisitions
and
strategic
relationships
or
partnerships
or
our
expected
future
growth
from
those
acquisitions,
relationships
or
partnerships,
stock-based
compensation
expense,
our
expected
settlement
of
pending
federal
and
state
stockholder
derivative
lawsuits,
our
use
of
cash
for
acquisitions, our expected ability to meet our obligations through available cash and
internally-generated funds, our expectation of
generating positive
working capital through operations, our expectations regarding growth opportunities, our expected continuing
investment in our global systems and infrastructure and our belief as to working capital
being sufficient to meet our cash requirements in
future periods.
Forward looking statements are based on managements current expectations and are
subject to risks and uncertainties. In addition, we
may not achieve our
planned revenue realization rates, succeed in our efforts to grow the business, combat effectively the security
threats of the future, build upon our technology leadership, leverage our relationships
and opportunities to the degree expected, or
capture market share, benefit
from our acquisitions and strategic relationships or partnerships or our partnership distribution model as
anticipated,
notwithstanding
related
commitment
or
related
investment;
our
customers
may
not
respond
as
favorably
as
anticipated
to
our
product
or
technical
support
offerings,
we
may
not
satisfactorily
anticipate
or
meet
our
customers
needs
or
expectations,
and
the
industry
shift
to
security
suites
may
not
be
adopted
to
the
extent
anticipated;
our
product
and
service
offerings
may
not
continue
to
interoperate
effectively with newly-developed operating systems; we may not benefit from our
investments in systems, personnel and infrastructure as
anticipated; we may
experience delays in product development or the release of previously-announced products; we may choose not to
deliver
a
previously-announced
product;
we
may
experience
delays
or
losses
in
revenue
resulting
from
outages
in
the
integrated
systems
on which we are highly dependent, and further risks may arise from our past stock option
granting practices. In addition, a number of
operational and other factors,
from new product introductions, the mix of products and services sold, the size of deals closed in a quarter,
the amount of revenue deferred in a quarter, the integration of acquired businesses,
changes in senior management, the competition we
face in the market,
currency fluctuations, to the greater macroeconomic environment, to name a few, may cause our revenue, gross
margins and operating results to fluctuate significantly from period to period.
We
caution
you
that
actual
results
may
vary,
perhaps
materially,
from
the
forward-looking
statements
referenced
in
this
discussion.
We
encourage you to review the risk factors contained in our filings with the Securities
and Exchange Commission, including our annual
report on Form 10-K for
the year ended December 31, 2007 and our quarterly report on Form 10-Q for the quarter ended June 30, 2008
for more detailed information on the risks and uncertainties related to McAfee and our
business. We do not undertake to update any
forward looking
statements.
|
Worlds
Largest Dedicated Security Company
21 year history
Leading security research experts
Recognized by top analysts, publications
$1.3B+ cash, no debt, balanced revenue through multiple markets
Customer Leadership
All market segments, from consumer to enterprise
The top 10 of the Forbes Global 2000 use McAfee
More than 125 million users
Over 55 million enterprise endpoints managed and protected
Shipped on 62 million mobile devices
125 million SiteAdvisor downloads
Global Presence
Strong management team & 4,500+ dedicated employees
Presence in 120 countries
Development & research in 26 countries
Anytime, anywhere, local language support
Award Winning Portfolio
World class endpoint security, network security and risk & compliance
solutions on multiple platforms, integrated in suites
Portfolio-wide console management
Third-party integration
315 patents & many more patents pending
Win an award, or product review, every 11 days on average
9/23/2008
|
Market
Leadership
#1 in Web Security Appliances
#2 in messaging security appliance
#2 in URL seats
60% of Fortune 500; 56% of DJ Global 50; 70% of top 25 banks
Technology Leadership
TrustedSource, real-time Internet reputation system for proactive security
Most comprehensive, integrated application gateway security solution
>150 patents pending or
granted
Scale and Financial Strength
Annual run rate ~$300M
Profitable
900+ Employees
2000+ global partners
Solutions deployed in 106 countries
Singular Focus
Comprehensive & integrated enterprise gateway security
Network & application gateways, inbound & outbound
One of the worlds largest independent security companies
|
With
Secure Computing, McAfee Becomes one of the
Largest Network Security
Vendors
With $500M network security portfolio, McAfee
becomes one the largest network security players,
along with Cisco, Juniper, and Check Point
Following closing, Secure Computing will become
part of McAfees Network Security Business Unit, to
be led by Dan Ryan, currently President & CEO of
Secure Computing
Secure Computing brings 2,000+ network security
partners and 200+ person sales team specializing in
network security
Network Security business unit is presented with
$10B+ market opportunity in 09
5
9/23/2008
Secure Computing has a best of
breed security line up as
broad as Cisco.
-
Gartner Group
|
Secure
Computing Strengthens McAfees Network
Security Leadership
|
With Secure
Computing, McAfee Offers Industrys
Most Complete Network Security
Solution
Flexible Delivery
Options
Industrys Most Complete
Network Security Solution
Centrally
Managed &
Integrated
Best-of-
breed
Products
All-in-one,
easy-to-use
solutions
Solution for
Businesses of All Sizes
Appliance
SaaS
Software
Virtual
Appliance
IPS
Data
Protection
NAC
Firewall
Web
Security
Email
Security
SMB
Enterprise
|
$10B+
Network Security Market Opportunity in 09
8
9/23/2008
Source: IDC, Infonetics
$M
|
9
Industrys Most Complete Solution Across Endpoint, Network, Data
and Risk & Compliance
Anti-virus
Anti-spyware
Host IPS
NAC
Desktop FW
Policy Auditor
Industrys most
complete
endpoint
security solution
Full Disk encryption
File & Folder
encryption
Device Control
DLP Host
Network IPS
Web Security
Email Security
NAC
Vulnerability
Management
Policy Auditor
Remediation
Manager
Risk Analyzer
Industrys most
complete data
security solution
Industrys most
complete
network security
solution
Industrys most
complete risk &
compliance
solution
|
With
Secure Computing, McAfee offers Complete Life-
Cycle Management for Critical
Content & Data
Internet
In-the-Cloud
Protection
Endpoint
Protection
Monitor
Filter
Protect
Encrypt
Discover
Classify
Monitor
Protect
Filter
Encrypt
Archive
Monitor
Filter
Protect
Archive
Encrypt
Comprehensive total protection strategy
Avert Labs
Network
Protection
IPS
Data
Protection
NAC
Firewall
Web
Security
Email
Security
|
General Messages
100 Billion per month
Enterprise Messages
10 Billion per month
Millions of
URLs per
month
Firewall
Web
Messaging
Analytics
Engine
Reputation Score
Analyze
Behavior
Volume
Social network
Persistence
Longevity
Verify
Identities
IP
Domain
URL
Image
Message
Data
Store
Collective
Threat
Intelligence
In the Cloud
SECURITY
TrustedSource Technology Extends McAfees
In-the-Cloud
Security Intelligence
consumer
SMB
enterprise
Secure Computing
TrustedSource
Vulnerability
Research
Risk and
Compliance
HIPs
Malware
Research
SPAM
Research
SiteAdvisor
Artemis
McAfee Avert
|
Secure
Computing: 22,000+ Customers in 106 Countries
Secure Computings 22,000+
customers & 2,000 partners in 106 countries
can rely upon McAfee as a
single source for complete security portfolio
spanning endpoint, network,
data and risk & compliance offerings
60% Fortune 500
Penetration
Trusted by
Governments
Around the
World
Tremendous
Cross-sell
Opportunity
Public Sector
Public Sector
Retail, Services
Manufacturing Distribution
Retail, Services
Manufacturing Distribution
Healthcare and
Pharmaceuticals
Healthcare and
Pharmaceuticals
Financial Services
Financial Services
Misc. Verticals
Misc. Verticals
Public Sector
Public Sector
Retail, Services
Manufacturing Distribution
Retail, Services
Manufacturing Distribution
Healthcare and
Pharmaceuticals
Healthcare and
Pharmaceuticals
Financial Services
Financial Services
Misc. Verticals
Misc. Verticals
|
IMPORTANT INFORMATION
Secure Computing Corporation (Secure Computing) intends to file 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 proxy statement will be mailed to the stockholders of Secure Computing. 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 when they become available because they will 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 will be 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 approval of the Agreement and Plan of Merger. 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 .
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