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 (Date of earliest event reported): August 18, 2005
CYBERGUARD CORPORATION
(Exact name of registrant as specified in its charter)
0-24544
(Commission File Number)
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| Florida
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65-0510339 |
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(I.R.S. Employer Identification No.) |
350 SW 12th Avenue
Deerfield Beach, Florida 33442
(Address of principal executive offices, with zip code)
(954) 375-3500
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On August 18, 2005, CyberGuard Corporation, a Florida corporation (“CyberGuard”) announced that it
has entered into an Agreement and Plan of Merger dated as of August 17, 2005 (the “Merger
Agreement”) with Secure Computing Corporation, a Delaware corporation (“Secure”) and Bailey
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Secure (“Merger Sub”),
providing for the merger of CyberGuard with and into Merger Sub (the “Merger”), with Merger Sub
surviving the Merger as a wholly-owned subsidiary of Secure.
At the effective time and as a result of the Merger, each share of CyberGuard common stock issued
and outstanding immediately prior to the effective time of the Merger shall be automatically
converted into the right to receive that amount of cash and that number of shares of Secure common
stock as set forth in the Merger Agreement. Secure has agreed to acquire all of the common stock
of CyberGuard in exchange for an aggregate of approximately $290 million, 70% of which will be paid
in the form of Secure common stock and 30% of which will be paid in the form of cash.
The transaction has been approved by both companies’ boards of directors and is subject to the
approval of both companies’ stockholders, regulatory approvals and customary closing conditions.
The foregoing description of the Merger and the Merger Agreement is qualified in its entirety by
reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and
incorporated herein by reference.
In connection with the execution of the Merger Agreement, each of the members of the board of
directors and each executive officer of CyberGuard has entered into a voting agreement with Secure,
in which such directors and executive officers have agreed to vote their respective shares of
CyberGuard common stock in favor of the Merger and have granted Secure a proxy to vote their shares
at any CyberGuard stockholder meeting convened to consider the Merger. A copy of the form of voting
agreement entered into by the members of the board of directors and each executive officer of
CyberGuard is attached hereto as Exhibit 2.2 and is incorporated herein by reference.
In connection with the execution of the Merger Agreement, each of the members of the board of
directors and each executive officer of Secure has entered into a voting agreement with CyberGuard,
in which such directors and executive officers have agreed to vote their respective shares of
Secure common stock in favor of the Merger and have granted CyberGuard a proxy to vote their shares
at any Secure stockholder meeting convened to consider the Merger. A copy of the form of voting
agreement entered into by the members of the board of directors and each executive officer of
Secure is attached hereto as Exhibit 2.3 and is incorporated herein by reference.
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In connection with the execution of the Merger Agreement, certain affiliates of CyberGuard have
entered into affiliate agreements with Secure in connection with the Merger Agreement, in which
such affiliates have agreed not to make any sale, transfer or other disposition of Secure common
stock in violation of the Securities Act of 1933, as amended or the Rules and Regulations
promulgated thereunder. A copy of the form of affiliate agreement entered into by certain
affiliates of CyberGuard is attached hereto as Exhibit 2.4 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| 2.1 |
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Agreement and Plan of Merger, dated as of August 17, 2005, by and among Secure Computing
Corporation, Bailey Acquisition Corp. and CyberGuard Corporation. |
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| 2.2 |
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Form of Voting Agreement entered into by Secure Computing Corporation with each of the
members of the board of directors and each executive officer of CyberGuard Corporation. |
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| 2.3 |
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Form of Voting Agreement entered into by CyberGuard Corporation with each of the members of
the board of directors and each executive officer of Secure Computing Corporation. |
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| 2.4 |
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Form of Affiliate Agreement entered into by Secure Computing Corporation with certain
affiliates of CyberGuard Corporation. |
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