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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 1)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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CYBERMEDIA, INC.
(Name of Subject Company)
CYBERMEDIA, INC.
(Name of Person(s) Filing Statement)
Common Stock, $.01 par value
(Title of Class of Securities
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23249P107
(CUSIP Number of Class of Securities)
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Kanwal Rekhi
Chief Executive Officer and Chairman of the Board
CyberMerdia, Inc.
2850 Ocean Park Blvd., Suite 100
Santa Monica, CA 90405
(310) 664-5000
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
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With a copy to:
Arthur F. Schneiderman, Esq.
Blair W. Stewart, Esq.
Daniel R. Mitz, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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This Amendment No. 1 amends the Solicitation/Recommendation Statement on
Schedule 14D-9 (as amended, the "Schedule 14D-9") filed by CyberMedia, Inc. (the
"Company") relating to the tender offer by Networks Associates, Inc. ("Parent")
and Cyclone Acquisition Corp. ("Purchaser"), a wholly-owned subsidiary of
Parent, to purchase all of the outstanding shares of Common Stock of the Company
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated August 3, 1998. Capitalized terms used and not otherwise defined herein
have the meanings ascribed to them in the Schedule 14D-9.
Item 8. Additional Information to be Furnished
On August 28, 1998, the Parent issued a press release announcing the
extension of the Offer until 11:00 p.m. New York City time, on Friday, September
4, 1998.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: /s/ Kanwal Rekhi
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Name: Kanwal Rekhi
Title: Chief Executive Officer and
Chairman of the Board
Dated August 31, 1998