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Securities Exchange Act of 1934
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Re: |
Network General Central Corporation |
Based on the facts presented, the Division will not raise any objection if Network General does not comply with the registration requirements of Section 12(g) of the Securities Exchange Act of 1934, with respect to options granted and to be granted pursuant to the company's 2004 Stock Incentive Plan in the manner and subject to all terms and conditions set forth in your letter. This position will remain in effect until the date at which Network General otherwise becomes subject to the Exchange Act registration or reporting requirements with respect to any other class of its securities.
This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response only represents the Division's position on enforcement and does not purport to express any legal conclusion on the question presented.
Sincerely,
Jeffrey S. Cohan
Special Counsel
The Incoming Letter is in Acrobat format.
http://www.sec.gov/divisions/corpfin/cf-noaction/ngcc052206.htm
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