Table of Contents

Table of Contents

Table of Contents

~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

~~Washington, D.C. 20549~~_________________________

~~_________________________~~Form 8-K

~~Form 8-K~~CURRENT REPORT

~~CURRENT~~Pursuant ~~REPORT~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant to Section~~July 1331, ~~or 15(d) of the~~2003 ~~Securities Exchange Act of 1934~~

~~July 28,~~Date ~~2003~~of Report (Date of earliest event reported)

~~Date~~N2H2, ~~of Report~~INC. ~~(Date of earliest event reported)~~

~~N2H2,~~(Exact ~~INC.~~Name of Registrant as Specified in Charter)

(Exact Name of Registrant as Specified in Charter)


Washington	0-26825	91-1686754

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Washington		0-26825		91-1686754
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

900 Fourth Avenue, Suite 3600
Seattle, Washington 98164

~~900~~(Address ~~Fourth~~of ~~Avenue,~~principal ~~Suite 3600 Seattle,~~executive ~~Washington~~offices) ~~98164~~(Zip Code)

(~~Address of principal executive offices~~206) ~~(Zip Code)~~ 336-1501

~~(206) 336-1501~~Registrant’s telephone number, including area code

~~Registrant’s~~Not ~~telephone number, including area code~~Applicable

~~Not~~(Former ~~Applicable~~name or former address, if changed since last report)

~~(Former~~Item 7. ~~name~~Financial orStatements ~~former~~and ~~address, if changed since last report)~~Exhibits

TABLE OF CONTENTS

	(c)		Exhibits

	99.1		Press Release issued by N2H2, Inc. dated July 31, 2003

	Item 5. Other Events
	Item 7. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
Exhibit 2.1
Exhibit 2.2
Exhibit 2.3
Exhibit 4.1
EXHIBIT 99.1

Item 12. Results and Operations of Financial Condition

~~Table~~ On July 31, 2003, N2H2, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2003. A copy of ~~Contents~~the press release is attached as Exhibit 99.1 and is incorporated into this current report by reference.

~~Item 5. Other Events~~SIGNATURE

OnPursuant ~~July 28,~~to 2003, N2H2, Inc., a Washington corporation, entered into an Agreement and Plan of Merger with Secure Computing Corporation, a Delaware corporation, and Nitro Acquisition Corp., a Washington corporation and wholly owned subsidiary of Secure Computing. The merger agreement provides that Nitro will merge with and into N2H2 and that N2H2 will survive the ~~merger~~requirements ~~as a wholly owned subsidiary~~ of ~~Secure Computing. At~~ the ~~effective~~Securities ~~time~~Exchange ofAct ~~the merger, each outstanding share~~ of ~~N2H2 common stock~~1934, ~~other than those for which~~as ~~dissenters’ appraisal rights have been properly asserted and perfected in accordance with Washington law~~amended, ~~will be converted into~~ the ~~right~~registrant tohas ~~receive 0.0841~~duly ~~share~~caused ofthis ~~common~~report ~~stock, par value $0.01 per share, of Secure Computing. In addition, outstanding employee options~~ to ~~purchase N2H2 common stock will~~ be ~~assumed~~ bysigned ~~Secure~~on ~~Computing,~~its ~~and the exercise price and number of shares~~behalf subject to such options will be appropriately adjusted to reflect the common stock exchange ratio. The closing of the transaction is conditioned upon, among other things, adoption of the merger agreement by the ~~holders~~undersigned ~~of two-thirds~~hereunto ofduly ~~the outstanding shares of N2H2 common stock~~authorized.

The merger agreement contains customary prohibitions against solicitation and negotiation of competing offers to acquire or merge with N2H2, with customary protections for the exercise by N2H2’s board of directors of its fiduciary duties to shareholders under applicable law. N2H2 will be required to pay Secure Computing a termination fee of $800,000 plus expenses if the merger agreement is terminated under certain circumstances that are described in the merger agreement.

InEXHIBIT ~~connection with the execution of the merger agreement, and as an~~INDEX ~~inducement and condition to Secure Computing’s entering into the merger~~ ~~agreement, shareholders of N2H2 who own in the aggregate approximately 32% of~~ N2H2’s outstanding voting capital stock entered into (i) outstanding voting agreements, in which those shareholders agreed to vote their shares in favor of the merger and to refrain from selling or transferring, or soliciting the sale or transfer of, their shares before the shareholder meeting and (ii) affiliate agreements, in which those shareholders agreed to certain restrictions on the sale and transfer of the Secure Computing common stock acquired in the merger. The shareholders who have signed voting agreements and affiliate agreements are Hollis R. Hill, Michael T. Lennon, Peter H. Nickerson, J. Paul Quinn, Richard T. Rowe, Mark A. Segale, Dawn Trudeau and Howard Philip Welt.

Also in connection with the merger agreement, N2H2 executed an Amendment No. 1 to Rights Agreement between N2H2 and Mellon Investor Services LLC. This amendment made the provisions of the N2H2 shareholder rights plan inapplicable to the proposed transaction with Secure Computing.


Exhibit Number		Description

99.1		Press Release issued by N2H2, Inc. dated July 31, 2003

Copies of (i) the merger agreement, (ii) the form of voting agreement, (iii) the form of affiliate agreement, (iv) Amendment No. 1 to Rights Agreement and (v) the joint press release of N2H2 and Secure Computing announcing the signing of the merger agreement are attached to this current report as Exhibits 2.1, 2.2, 2.3, 4.1 and 99.1, respectively, and are incorporated herein by reference. The description of those agreements contained herein is not complete and you should refer to the exhibits for a copy of the actual agreements.

Item 7. Financial Statements and Exhibits

2.1		Agreement and Plan of Merger, dated as of July 28, 2003, by and among Secure Computing Corporation, Nitro Acquisition Corp. and N2H2, Inc.
2.2		Form of Voting Agreement between Secure Computing Corporation and certain shareholders of N2H2, Inc.
2.3		Form of Affiliate Agreement between Secure Computing Corporation and certain shareholders of N2H2, Inc.
4.1		Amendment No 1. to Rights Agreement, dated as of July 28, 2003, between N2H2, Inc. and Mellon Investor Services LLC
99.1		Joint Press Release issued by N2H2, Inc. and Secure Computing Corporation, dated July 29, 2003

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DATA CRITICAL CORPORATION
Dated: July 29, 2003	By	/s/ Howard Philip Welt
		Howard Philip Welt
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of July 28, 2003, by and among Secure Computing Corporation, Nitro Acquisition Corp. and N2H2, Inc.
2.2		Form of Voting Agreement between Secure Computing Corporation and certain shareholders of N2H2, Inc.
2.3		Form of Affiliate Agreement between Secure Computing Corporation and certain shareholders of N2H2, Inc.
4.1		Amendment No 1. to Rights Agreement, dated as of July 28, 2003, between N2H2, Inc. and Mellon Investor Services LLC
99.1		Joint Press Release issued by N2H2, Inc. and Secure Computing Corporation, dated July 29, 2003

N2H2, Inc.

Dated: July 31, 2003

/s/ Howard Philip Welt

Howard Philip Welt
President and Chief Executive Officer

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