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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 3)
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.
(Names 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
CYBERMEDIA, 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, Jr., 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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The Amendment No. 3 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 (the "Offer") by Networks Associates,
Inc. (the "Parent") and Cyclone Acquisition Corp. (the "Purchaser"), a
wholly-owned subsidiary of Parent, to purchase all of the outstanding shares of
Common Stock of the Company ("Shares") 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 meaning ascribed to them in
the Schedule 14D-9.
Item 8. Additional Information to be Furnished
At 8:00 p.m. New York City time on September 9, 1998, the Offer expired.
Parent completed its acquisition of the remaining outstanding Shares in the
manner and in the terms described in the Offer to Purchase, dated August 3,
1998, by merging Purchaser into the Company, effective at 6:30 p.m. EDT on
September 10, 1998.
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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: September 10, 1998