SEC Division of Corporation Finance no-action letter: Network General Central Corporation

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May 11, 2006
VIA FEDERAL EXPRESS
Mr. Jeff Cohan
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Network General Central Corporation—Application for No-Action Relief Under Section 12(h) of the Securities Exchange Act of 1934, as amended Ladies and Gentlemen:
On behalf of Network General Central Corporation, a Delaware corporation1 (“Network General” or the “Company”), we hereby apply for an exemption pursuant to Section 12(h) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) from the registration requirements of
Section 12(g) of the Exchange Act or request that the Office of Chief Counsel Division of
Corporation Finance (the “Division”) provide its assurance pursuant to a no-action letter that it will not raise any objection if the Company does not comply with the registration requirements of Section 12(g) of the Exchange Act, with respect to options granted, and to be granted, to the Company’s employees, directors, and consultants and the employees, directors, and consultants of the Company’s subsidiaries, under its 2004 Stock Incentive Plan (the “Plan”). As explained in more detail below, this letter replaces in its entirety the letters submitted to the Division by the Company’s predecessor, the Network General Holdings Corporation, a Delaware corporation (the “Predecessor Company”), and the letter submitted to the Division by the Company dated April 20, 2006, that addressed the same topic.