================================================================================ 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: April 27, 2006 (Date of earliest event reported) McAFEE, INC. (Exact Name of Registrant as specified in Charter) Delaware Commission File No.: 77-0316593 (State or other Jurisdiction 001-31216 (I.R.S. Employer of incorporation) Identification No.) 3965 Freedom Circle Santa Clara, California 95054 (Address of Principal Executive Offices, including zip code) (408) 346-3832 (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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02 RESULTS OF OPERATION AND FINANCIAL CONDITION. On April 27, 2006, McAfee, Inc. (the "Registrant") issued a press release announcing its first quarter 2006 results. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby furnished and not filed. Unless expressly incorporated into a filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, made after the date hereof, the information contained herein shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. ITEM 8.01 OTHER EVENTS. On April 27, 2006 the Registrant announced a program to repurchase up to $250 million of its common stock. The announcement was made in the press release announcing the Registrant's first quarter 2006 results attached hereto as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 99.1 Press release dated April 27, 2006, announcing first quarter 2006 results (solely furnished and not filed herewith pursuant to item 2.02). 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MCAFEE, INC. Date: April 27, 2006 By: /s/ Eric F. Brown --------------------------- Eric F. Brown Chief Operating Officer and Chief Financial Officer 3