---

Amendment No. 3 to

---

Networks Associates, Inc.

---

Delaware		7372		77-0316593
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

3965 Freedom Circle

---

George Samenuk

---

Copies to:

Jeffrey D. Saper, Esq.

---

     Approximate date of commencement of proposed sale to the public: as promptly as practicable after this registration statement becomes effective and upon consummation of the transactions described in the enclosed prospectus.

---

CALCULATION OF REGISTRATION FEE

						Proposed Maximum		Proposed Maximum
Title of Each Class of		Amount to be		Offering Price		Aggregate		Amount of
Securities to be Registered		Registered(1)		Per Share		Offering Price(2)		Registration Fee(3)
Common Stock $0.01 par value per share		11,780,886 shares		Not Applicable		$148,439,160		$13,657

(1)	Represents the estimated maximum number of shares of Networks Associates, Inc. common stock issuable upon consummation of the offer and the merger of a subsidiary of Networks Associates, Inc. with McAfee.com Corporation after giving effect to the exchange ratio of 0.90 of a share of Network Associates common stock for each share of Class A common stock of McAfee.com.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 promulgated under the Securities Act of 1933, as amended, based on the product of (i) $11.34, the average of the high and low sales prices of McAfee.com Class A common stock as reported on the Nasdaq National Market on July 15, 2002, and (ii) 13,089,873, the expected maximum number of shares of McAfee.com Class A common stock to be acquired in the offer and the merger (including exercisable options).
(3)	0.0092% of the Proposed Maximum Aggregate Offering Price. This fee has been previously paid.

---

      The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

---

 

EXPLANATORY NOTE

      This Amendment No. 3 includes changes made to the Registration Statement on Form S-4 (File No. 333-91746) (the “Registration Statement”) in response to comments from the staff of the Securities and Exchange Commission.

---

 

Information contained in this prospectus supplement may change. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer is not permitted.

Third Prospectus Supplement to

Networks Associates, Inc.

---

Supplement to Its Offer to Exchange

0.90 of a Share of Common Stock of Networks Associates, Inc.

for

Each Outstanding Share of Class A Common Stock

of

McAfee.com Corporation

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

      This prospectus supplement relates to the offer by Networks Associates, Inc., through its wholly-owned subsidiary, McAfee.com Holdings Corporation, to exchange shares of its common stock for each outstanding share of Class A common stock of McAfee.com Corporation that is validly tendered and not properly withdrawn on or prior to the expiration of the offer, upon the terms and subject to the conditions specified in the prospectus dated July 2, 2002 previously filed with the Securities and Exchange Commission, which we refer to as the “original prospectus.” The original prospectus is supplemented by this third supplement and the first and second prospectus supplements dated July 16, 2002 and July 22, 2002. The offer will remain open until 12:00 midnight, Eastern Time, on Tuesday, July 30, 2002, unless extended.

      The offer is being made directly to McAfee.com stockholders and conditioned on the tender of a sufficient number of shares of McAfee.com Class A common stock such that, after consummation of the offer, Network Associates would own at least 90% of the outstanding shares of McAfee.com common stock. We have the right to waive or reduce the number of McAfee.com shares required to be tendered in the offer. In no event, however, will we exchange McAfee.com shares in the offer if less than a majority of the outstanding McAfee.com shares, excluding shares beneficially owned by Network Associates, are tendered in the offer. Our offer is also subject to other conditions described in the discussion set forth in the original prospectus under “Conditions of the Offer.”

      If the conditions to the offer are met and the offer is completed, Network Associates will effect a short-form merger of McAfee.com and McAfee.com Holding Corporation, unless it is not lawful to do so. If you have not validly tendered your McAfee.com shares in the offer, your shares will be exchanged in the merger for the same number of shares of Network Associates common stock that you would have received if you had tendered your shares in the offer (unless you perfect appraisal rights under Delaware law). If the offer is completed, no further McAfee.com stockholder or board action is required for us to complete the merger. As a result of the offer and the merger, McAfee.com will become a wholly-owned subsidiary of Network Associates, the former public stockholders of McAfee.com will own shares in Network Associates, and McAfee.com shares will no longer trade publicly.

      This prospectus supplement modifies and supercedes certain information included in the original prospectus, as supplemented. This prospectus supplement should be read in conjunction with the original prospectus, as supplemented, and related letter of transmittal.

---

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved Network Associates common stock to be issued in the offer and the merger or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is July 30, 2002.

---

 

TABLE OF CONTENTS

			Page
QUESTIONS AND ANSWERS ABOUT THE OFFER				1
BACKGROUND AND REASONS FOR THE OFFER AND THE MERGER				1
	JPMorgan Opinion			1
CONDITIONS OF THE OFFER				7
FEES AND EXPENSES				7

i

---

 

QUESTIONS AND ANSWERS ABOUT THE OFFER

       The discussion set forth under “Questions and Answers About the Offer” in the prospectus is hereby amended and supplemented as follows:

Q:	What is the economic magnitude of these alleged violations of the intercompany arrangements?
A:	We believe that the amounts involved, if any, are immaterial to McAfee.com. Our belief is based on our good faith investigation of the nature of the alleged violations, the degree of specificity of any alleged violations, the relevant facts and circumstances and our understanding and interpretation of our intercompany arrangements with McAfee.com.

BACKGROUND AND REASONS FOR THE OFFER AND THE MERGER

      The discussion set forth in the prospectus in the second paragraph under the heading “Background and Reasons for the Offer and the Merger — JPMorgan Opinion” is hereby amended and replaced in its entirety as follows:

JP Morgan Opinion

      Pursuant to an engagement letter dated March 5, 2002, Network Associates retained JPMorgan to act as its financial advisor, including rendering an opinion to our board of directors as to the fairness to Network Associates, from a financial point of view, of the exchange ratio in the offer made to the stockholders of McAfee.com.

      At the June 30, 2002 meeting of our board of directors, JPMorgan rendered to our board an oral opinion, which was confirmed in writing as of the same date, to the effect that as of that date and based upon and subject to the assumptions, qualifications and limitations set forth in the written opinion, the exchange ratio made to the stockholders of McAfee.com in the offer and merger was fair to us, from a financial point of view.

      In connection with the amended offer and increase in the exchange ratio to 0.90 of a share, on July 14, 2002, JPMorgan delivered to George Samenuk, in his capacity as a member of the pricing committee of our board of directors, oral confirmation, which was subsequently confirmed in writing to our board of directors, to the effect that as of that date, the exchange ratio in the offer was fair to us, from a financial point of view. No limitations were imposed by our board of directors upon JPMorgan with respect to the investigations made or procedures followed by it in rendering its opinions.

      THE FULL TEXT OF THE WRITTEN OPINION OF JPMORGAN, DATED JULY 14, 2002, WHICH SETS FORTH THE ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITS ON THE REVIEW UNDERTAKEN, IS ATTACHED AS EXHIBIT 99.9 TO THE REGISTRATION STATEMENT TO WHICH THIS PROSPECTUS IS A PART AND IS INCORPORATED HEREIN BY REFERENCE.

      JPMORGAN’S WRITTEN OPINION IS ADDRESSED TO THE BOARD OF DIRECTORS OF NETWORK ASSOCIATES, IS DIRECTED ONLY TO THE EXCHANGE RATIO IN THE OFFER AND DOES NOT CONSTITUTE A RECOMMENDATION TO ANY STOCKHOLDER OF MCAFEE.COM AS TO WHETHER SUCH STOCKHOLDER SHOULD TENDER ITS MCAFEE.COM SHARES IN THE OFFER.

      THE SUMMARY OF THE OPINION OF JPMORGAN SET FORTH IN THIS PROSPECTUS IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF SUCH OPINION ATTACHED AS EXHIBIT 99.9 TO THE REGISTRATION STATEMENT TO WHICH THIS PROSPECTUS IS A PART.

      In arriving at its opinion, JPMorgan, among other things:

	•	reviewed certain publicly available business and financial information concerning Network Associates and McAfee.com and the industries in which they operate;

1

---

 

	•	compared the proposed financial terms of the proposed offer with the publicly available financial terms of certain transactions involving companies JPMorgan deemed relevant and the consideration received for such companies;
	•	compared the financial and operating performance of Network Associates and McAfee.com with publicly available information concerning certain other companies JPMorgan deemed relevant;
	•	reviewed the current and historical market prices of Network Associates’ common stock and McAfee.com’s common stock and certain publicly traded securities of such other companies; and
	•	performed such other financial studies and analyses and considered such other information as JPMorgan deemed appropriate for the purposes of its opinion.

      In addition, JPMorgan held discussions with certain members of the management of Network Associates with respect to certain aspects of the proposed offer, the past and current business operations of Network Associates, the financial condition and future prospects and operations of Network Associates, the effects of the proposed offer on the financial condition and future prospects of Network Associates, and certain other matters JPMorgan deemed necessary or appropriate to its inquiry.

      JPMorgan relied upon and assumed, without independent verification, the accuracy and completeness of all information that was publicly available or that was furnished to it by Network Associates or otherwise reviewed by JPMorgan, and JPMorgan has not assumed any responsibility or liability therefor. JPMorgan has not conducted any valuation or appraisal of any assets or liabilities, nor have any valuations or appraisals been provided to JPMorgan. In relying on financial analyses and forecasts provided to JPMorgan, JPMorgan has assumed that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by Network Associates’ management as to the expected future results of operations and financial condition of Network Associates and McAfee.com to which such analyses or forecasts relate. JPMorgan has also assumed that the offer and subsequent merger will qualify as a tax-free reorganization for United States income tax purposes and that the offer and other transactions will be consummated as described in this prospectus. JPMorgan relied as to all legal matters relevant to rendering its opinion upon the advice of counsel. JPMorgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the offer and merger will be obtained without any adverse effect on Network Associates or McAfee.com or on the contemplated benefits of the transaction.

      The projections described below for Network Associates and McAfee.com were derived from publicly available information (including equity research reports and I/ B/ E/ S estimates) and approved by Network Associates’ management. I/ B/ E/ S is a database, owned and operated by Thomson Financial, which contains estimated and actual earnings, cash flows, dividends, sales and pretax income data for companies in the U.S., Europe, Asia, and emerging markets. Neither Network Associates nor McAfee.com publicly discloses internal management projections of the type used by JPMorgan in connection with JPMorgan’s analysis, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Network Associates or McAfee.com, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections.

      JPMorgan’s opinion is based on economic, market and other conditions as in effect on, and the information made available to JPMorgan as of, the date of such opinions. Subsequent developments may affect the written opinion dated July 14, 2002, and JPMorgan does not have any obligation to update, revise, or reaffirm such opinion. JPMorgan’s opinion is limited to the fairness, from a financial point of view, to Network Associates of the exchange ratio and JPMorgan expressed no opinion as to the underlying decision by Network Associates to engage in the transaction described in this prospectus. JPMorgan expressed no opinion as to the price at which Network Associates’ or McAfee.com’s common stock will trade at any time after the date of such opinion, whether before or after consummation of the transactions described herein.

2

---

 

      In accordance with customary investment banking practice, JPMorgan employed generally accepted valuation methods in reaching its opinion. The following is a summary of the material financial analyses utilized by JPMorgan in connection with providing its opinion.

     Historical Premium Analysis

      JPMorgan reviewed the premium of the offer exchange ratio of 0.900 Network Associates common stock for each share of McAfee.com Class A common stock and the implied offer price to the closing prices of McAfee.com. JPMorgan observed the following:

      Premium of offer price as of July 11, 2002 to McAfee.com common stock prices as of:

														52-week High				52-week Low
														(January 10,				(September 24,
June 27, 2002		June 21, 2002				May 28, 2002				March 28, 2002				2002)				2001)
(6.8)%			(8.8)%				(16.8)%				(21.0)%				(68.3)%				29.4%

      Premium of offer price as of July 11, 2002 to average of McAfee.com common stock prices for the periods indicated below ended June 28, 2002:

5 Trading Days		20 Trading Days				90 Trading Days
(8.3)%			(9.8)%				(16.7)%

     Historical Exchange Ratio Analysis

      JPMorgan reviewed the closing price of McAfee.com Class A common stock divided by the corresponding closing price of Network Associates common stock over the period beginning with McAfee.com’s initial public offering in December 1999 and ending on June 28, 2002. The following table presents the results of these calculations:

Period		Average Exchange Ratio
Offer			0.900	x
5 Trading Day Average			0.756
20 Trading Day Average			0.757
60 Trading Day Average			0.756
120 Trading Day Average			0.721
1 Year Average			0.938
Average since IPO			1.005

     Selected Public Trading Companies Analysis

      Using publicly available information, JPMorgan compared selected financial data of Network Associates and McAfee.com with similar data for the following selected publicly traded companies engaged in businesses which JPMorgan judged to be relevant to that of Network Associates and McAfee.com:

	•	Check Point Software Technologies Ltd.
	•	Internet Security Systems, Inc.
	•	Netscreen Technologies, Inc.
	•	SonicWALL, Inc.
	•	Symantec Corporation
	•	Trend Micro, Inc.
	•	Websense, Inc.

3

---

 

      These companies were selected, among other reasons, because they engage in businesses reasonably comparative to those of Network Associates and McAfee.com. For each selected company, JPMorgan calculated and compared various financial multiples and ratios based on publicly available financial data as of July 11, 2002, information it obtained from Securities and Exchange Commission filings, JPMorgan Equity Research estimates, various other Equity Research Analysts covering each selected company and I/B/E/S estimates.

      The results of this analysis are summarized as follows:

		Closing Price				Market				Price/Earnings				Price/Earnings
		(7/11/02)				Capitalization				Ratio				Ratio
						(in thousands)				(CY2002E)				(CY2003E)
Check Point Software Technologies Ltd.		$	13.18			$	3,332.5				12.9	x			11.4	x
Internet Security Systems, Inc.			13.10				644.5				26.7				18.5
Netscreen Technologies, Inc.			8.70				691.3				62.1				28.1
SonicWALL, Inc.			4.80				328.8				28.2				15.0
Symantec Corporation			32.86				4,050.4				22.8				20.3
Trend Micro, Inc.			26.85				3,553.4				63.5				47.2
Websense, Inc.			19.95				467.7				40.7				31.7

						Firm Value/				Firm Value/
		Firm Value(1)				Revenue Ratio				Revenue Ratio
		(in thousands)				(CY2002E)				(CY2003E)
Check Point Software Technologies Ltd.		$	2,225.8				4.9	x			4.3	x
Internet Security Systems, Inc.			476.0				1.9				1.6
Netscreen Technologies, Inc.			469.1				3.2				2.2
SonicWALL, Inc.			97.4				0.8				0.7
Symantec Corporation			3,279.0				2.7				2.4
Trend Micro, Inc.			3,339.0				10.1				8.4
Websense, Inc.			357.1				5.8				3.8

---

(1)	Firm value calculated as market capitalization plus debt and minority interest minus cash and cash equivalents.

     Selected Comparative Premium Analysis

      Using publicly available information, JPMorgan examined selected transactions between January 1988 and June 2002, with an aggregate transaction value greater than $50 million in which the acquiror was the majority stockholder of the target and attempted to acquire the remaining outstanding publicly traded shares not owned by the acquiror.

      JPMorgan examined the premium paid for these transactions based on the target share price one week prior to announcement of the transaction and the dollar value of the consideration initially offered by the acquiror. Based on its examination, JPMorgan determined that:

	•	for all selected transactions, the median for the premium of initial offer to the target company stock price one week prior to offer was 20%;
	•	for selected stock or stock and cash consideration transactions, the median for the premium of initial offer to the target company stock price one week prior to offer was 18%;
	•	for selected transactions in which the publicly traded minority shares had a market cap of $100 million to $500 million, the median for the premium of initial offer to the target company stock price one week prior to offer was 21%; and

4

---

 

	•	for selected transactions in which the publicly traded minority shares represented between 21% and 30% of the capital stock of the target, the median for the premium of initial offer to the target company stock price one week prior to offer was 20%.

     Pro Forma Merger Analysis

      JPMorgan prepared pro forma analysis of the financial impact of the transaction using I/B/E/S estimates as well as estimates approved by Network Associates. For each of the years 2002 and 2003, JPMorgan compared the existing earnings per share estimates of Network Associates common stock, to the earnings per share of Network Associates common stock on a pro forma basis. Based on this analysis, the proposed transaction would result in a decrease in the earnings of Network Associates on a per share basis when compared to Network Associates’ existing earnings per share on a pre-transaction basis, in the years 2002 and 2003.

     Discounted Cash Flow Analysis

      JPMorgan performed discounted cash flow analyses for the purpose of determining the fully diluted equity value per share for each share of Network Associates common stock and McAfee.com Class A common stock.

      Network Associates: JPMorgan calculated the unlevered free cash flows that Network Associates is expected to generate during calendar years 2002 through 2006 based upon financial projections derived from equity research reports and I/B/E/S estimates and approved by Network Associates. JPMorgan also calculated a range of terminal values of Network Associates at the end of the projection period ending December 31, 2006 by applying a terminal revenue and unlevered free cash flow growth rate ranging from 3.0% to 5.0% to the estimated unlevered free cash flow of Network Associates in 2007. The unlevered free cash flows and the range of terminal values were then discounted to the present using a range of discount rates from 9% to 14%, which were chosen by JPMorgan based upon an analysis of the weighted average cost of capital of Network Associates as well as selected publicly traded comparable companies. The present value of the unlevered free cash flows and the range of terminal values were then adjusted for Network Associates’ December, 31, 2001 excess cash and cash equivalents, and total debt outstanding. The discounted cash flow analysis indicated a range of equity values of between $15.00 and $32.00 for each share of Network Associates common stock on a stand-alone basis (i.e., without synergies).

      McAfee.com: JPMorgan calculated the unlevered free cash flows that McAfee.com is expected to generate during calendar years 2002 through 2006 based upon financial projections derived from equity research reports and I/B/E/S estimates and approved by Network Associates. JPMorgan also calculated a range of terminal values of McAfee.com at the end of the projection period ending December 31, 2006 by estimating a range of McAfee.com equity values by applying a terminal Price/ Earnings ratio ranging from 25.0x to 35.0x to the estimated unlevered earnings of McAfee.com in 2007, and adjusting it for McAfee.com’s estimated total debt outstanding and excess cash and cash equivalents on December 31, 2006. The unlevered free cash flows and the range of terminal values were then discounted to the present using a range of discount rates from 12% to 17%, which were chosen by JPMorgan based upon an analysis of the weighted average cost of capital of McAfee.com as well as selected publicly traded comparable companies. The present value of the unlevered free cash flows and the range of terminal values were then adjusted for McAfee.com’s December 31, 2001 excess cash and cash equivalents, and total debt outstanding. The discounted cash flow analysis indicated a range of equity values of between $16.00 and $25.00 for each share of McAfee.com common stock on a stand-alone basis (i.e., without synergies).

     Contribution Analysis

      JPMorgan reviewed future operating and financial information, including, among other things, equity market value, revenue, earnings before interest and taxes (“EBIT”), and net income for McAfee.com and Network Associates and the pro forma combined company resulting from the transaction based on financial data provided by the management of Network Associates, estimates approved by Network Associates and

5

---

 

		McAfee.com’s
		Contribution to
		Combined Company
CY2002E Revenue			9.0	%
CY2002E EBIT			19.6
CY2002E Net Income			16.6
CY2003E Revenue			10.8
CY2003E EBIT			17.5
CY2003E Net Income			15.5
Low of DCF			22.0
High of DCF			17.7
Market Cap. (based on 0.900x offer)			19.8

      The summary set forth above does not purport to be a complete description of the analyses or data presented by JPMorgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. JPMorgan believes that the summary set forth above and its analyses must be considered as a whole and that selecting portions thereof, without considering all of its analyses, could create an incomplete view of the processes underlying its analyses and opinion. JPMorgan based its analyses on assumptions that it deemed reasonable, including assumptions concerning general business and economic conditions and industry-specific factors. The other principal assumptions upon which JPMorgan based its analyses are set forth above under the description of each such analysis. JPMorgan’s analyses are not necessarily indicative of actual values or actual future results that might be achieved, which values may be higher or lower than those indicated. Moreover, JPMorgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be bought or sold.

      As a part of its investment banking business, JPMorgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for estate, corporate and other purposes. JPMorgan was selected to deliver an opinion to the board of directors of Network Associates with respect to the offer on the basis of such experience and its familiarity with Network Associates.

      Network Associates has agreed to pay JPMorgan a fee for its services rendered in connection with the transaction. In addition, Network Associates has agreed to provide additional compensation to JPMorgan for certain services beyond those presented in the engagement letter dated March 5, 2002, should these services provide additional value to Network Associates, and will indemnify JPMorgan against certain liabilities, including liabilities arising under the Federal securities laws and otherwise.

      JPMorgan and its affiliates maintain banking and other business relationships with Network Associates and its affiliates, for which they receive customary fees. In the ordinary course of their businesses, JPMorgan and its affiliates may actively trade the debt and equity securities of Network Associates or McAfee.com for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities.

6

---

 

CONDITIONS OF THE OFFER

      The discussion set forth under “Conditions of the Offer” in the prospectus is hereby amended and supplemented by adding the following paragraph at the end of such section:

      As a result of the pending litigation relating to the offer described in “Background and Reasons for the Offer and the Merger — Stockholder Litigation,” the no-litigation condition related to the offer has been triggered as of this date. We believe that these lawsuits are without merit and intend to vigorously defend them. At the expiration of the offer, we will again determine if the condition has been triggered. Absent a material change in the nature of the pending litigation or an actual injunction preventing completion of the offer, we currently intend to waive that condition with respect to the pending litigation.

FEES AND EXPENSES

      The discussion set forth in the prospectus under the heading “Fees and Expenses” is hereby amended and supplemented by replacing in its entirety the third paragraph under such heading as follows:

      We have retained EquiServe Trust Company, N.A., as exchange agent in connection with the offer. Under our agreement with EquiServe, EquiServe will, among other things, (i) examine letters of transmittal and other offer related materials and communicate with any McAfee.com stockholders if such materials are defective or improperly completed, and (ii) receive and make payment for, on our behalf, shares tendered by McAfee.com stockholders pursuant to the offer. We have agreed to (i) provide EquiServe with a sufficient number of shares of our common stock to be exchanged for the McAfee.com shares tendered in the offer, and (ii) deposit with EquiServe an amount equal to the total stock transfer taxes, if any, payable in respect of the transfer of all shares to be exchanged. We will pay EquiServe compensation of approximately $25,000 for its services in connection with the offer and the merger, will reimburse it for its reasonable out-of-pocket expenses and will indemnify it against certain liabilities and expenses in connection with the offer, including liabilities under federal securities laws. The agreement with EquiServe is terminable upon 30 days’ written notice by either party.

7

---

 

      Facsimile copies of the letter of transmittal, properly completed and duly executed, will be accepted. The letter of transmittal, certificates for McAfee.com shares and any other required documents should be sent or delivered by each McAfee.com stockholder or his broker, dealer, commercial bank, trust company or other nominee to the exchange agent at one of its addresses set forth below:

The Exchange Agent for the offer is:

Equiserve Trust Company, N.A.

By Mail:		By Facsimile:		By Hand:
PO Box 43014 Providence, RI 02940-3014		781-575-2901 Or 781-575-2232		c/o Securities Transfer and Reporting Services Inc 100 William Street — Galleria New York, NY 10038

Confirm Facsimile by Telephone:

781-575-3120

By Overnight Courier:

150 Royall Street

      Questions or requests for assistance or additional copies of the original prospectus, this prospectus supplement, the letter of transmittal or other documents related to this offer to exchange may be directed to the information agent at the address and telephone number set forth below. Stockholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the offer.

The Information Agent for the offer is:

D.F. King & Co., Inc.

---

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

      The following documents are exhibits to the Registration Statement:

Item 21.	Exhibits

Exhibit
Number				Description of Document
	3.1			Second Amended and Restated Certificate of Incorporation of Networks Associates, Inc., as amended December 1, 1997 (incorporated by reference to Exhibit 3.1 to the Registration Statement No. 333-48593 of Registrant on Form S-4, as amended, under the Securities Act of 1933 filed with the Commission on March 25, 1998).
	3.2			Amended and Restated Bylaws of Networks Associates, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s quarterly report on Form 10-Q for the period ended June 30, 2001 filed with the Commission on August 6, 2001).
	3.3			Certificate of Designation of Series B Participating Preferred Stock of the Registrant (incorporated by reference to the Registrant’s registration statement on Form 8-A filed with the Commission on October 22, 1998).
	3.4			Third Amended and Restated Certificate of Incorporation of McAfee.com Corporation (incorporated by reference to Exhibit 3.3 to Registration Statement No. 333-87609 of McAfee.com Corporation on Form S-1, as amended, under the Securities Act of 1933).
	3.5			Amended and Restated Bylaws of McAfee.com Corporation (incorporated by reference to Exhibit 3.2 to Registration Statement No. 333-87609 of McAfee.com Corporation on Form S-1, as amended, under the Securities Act of 1933).
	5.1			Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, regarding the validity of the Network Associates common stock registered hereunder and as to tax matters.
	8.1			Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation as to tax matters (included in Exhibit 5.1).
	23.1			Consent of PricewaterhouseCoopers LLP, independent accountants for Networks Associates, Inc.
	23.2			Consent of PricewaterhouseCoopers LLP, independent accountants for Networks Associates, Inc.
	24.1*			Power of Attorney.
	99.1*			Letter of Transmittal.
	99.2*			Form of Notice of Guaranteed Delivery.
	99.3*			Form of Letter from Network Associates to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	99.4*			Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to Clients.
	99.5*			Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
	99.6*			Summary Advertisement as published in The Wall Street Journal on July 2, 2002.
	99.7*			Request from Networks Associates, Inc. dated July 2, 2002 for stockholder list of McAfee.com.
	99.8*			Press release of Network Associates announcing commencement of the offer, dated July 2, 2002.
	99.9*			Opinion of JP Morgan Securities, Inc. dated July 14, 2002.
	99.10			Change in Control Agreement dated as of July 14, 2000, by and between McAfee.com and Srivats Sampath (incorporated by reference to Exhibit 10.17 to the Quarterly Report on Form 10-Q of McAfee.com Corporation filed with the Commission on August 11, 2000).
	99.11			Change in Control Agreement dated as of July 14, 2000, by and between McAfee.com and Evan Collins (incorporated by reference to Exhibit 10.18 to the Quarterly Report on Form 10-Q of McAfee.com Corporation filed with the Commission on August 11, 2000).

II-1

---

 

Exhibit
Number				Description of Document
	99.12			First Amendment to the Change in Control Agreement dated as of August 1, 2001, between McAfee.com and Srivats Sampath (incorporated by reference to Exhibit 10.22 to the Quarterly Report on Form 10-Q of McAfee.com Corporation filed with the Commission on November 13, 2001).
	99.13			First Amendment to the Change in Control Agreement dated as of August 1, 2001, between McAfee.com and Evan Collins (incorporated by reference to Exhibit 10.23 to the Quarterly Report on Form 10-Q of McAfee.com Corporation filed with the Commission on November 13, 2001).
	99.14			Complaint titled Justin Peyton v. Stephen C. Richards, Srivats Sampath, Richard Schell, George Samenuk, Frank C. Gill, and Network Associates, Inc. (Case No. CV 809111), filed July 1, 2002 in the Superior Court of the State of California, County of Santa Clara (incorporated by reference to exhibit (a)(10) to the Amendment No. 1 to the Schedule TO filed by Network Associates with the Commission on July 5, 2002).
	99.15*			Press release issued by Network Associates on July 15, 2002 announcing the increase in the exchange ratio.
	99.16			Second Amended Class Action Complaint titled in re: McAfee.com Corporation Shareholders Litigation (Consolidated Case No. 19481-NC), filed in the Chancery Court of the State of Delaware, County of New Castle (incorporated by reference to exhibit (a)(11) to Amendment No. 2 to the Schedule TO filed by Network Associates with the Commission on July 16, 2002).

---

*	Previously filed

II-2

---

 

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 3 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on the 30th day of July, 2002.

	NETWORKS ASSOCIATES, INC.

	By:	/s/STEPHEN C. RICHARDS

	Stephen C. Richards
	Chief Operating Officer and
	Chief Financial Officer

      Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature				Title		Date
/s/ GEORGE SAMENUK* George Samenuk				Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)		July 30, 2002
/s/ STEPHEN C. RICHARDS Stephen C. Richards				Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer) and Attorney-in-Fact		July 30, 2002
/s/ LESLIE G. DENEND* Leslie G. Denend				Director		July 30, 2002
/s/ ROBERT M. DUTKOWSKY* Robert M. Dutkowsky				Director		July 30, 2002
/s/ ROBERT PANGIA* Robert Pangia				Director		July 30, 2002
/s/ LIANE WILSON* Liane Wilson				Director		July 30, 2002
*		/s/ STEPHEN C. RICHARDS
Stephen C. Richards, Attorney-in-Fact

II-3

---

 

EXHIBIT INDEX

Exhibit
Number				Description of Document
	3.1			Second Amended and Restated Certificate of Incorporation of Networks Associates, Inc., as amended December 1, 1997 (incorporated by reference to Exhibit 3.1 to the Registration Statement No. 333-48593 of Registrant on Form S-4, as amended, under the Securities Act of 1933 filed with the Commission on March 25, 1998).
	3.2			Amended and Restated Bylaws of Networks Associates, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s quarterly report on Form 10-Q for the period ended June 30, 2001 filed with the Commission on August 6, 2001).
	3.3			Certificate of Designation of Series B Participating Preferred Stock of the Registrant (incorporated by reference to the Registrant’s registration statement on Form 8-A filed with the Commission on October 22, 1998).
	3.4			Third Amended and Restated Certificate of Incorporation of McAfee.com Corporation (incorporated by reference to Exhibit 3.3 to Registration Statement No. 333-87609 of McAfee.com Corporation on Form S-1, as amended, under the Securities Act of 1933).
	3.5			Amended and Restated Bylaws of McAfee.com Corporation (incorporated by reference to Exhibit 3.2 to Registration Statement No. 333-87609 of McAfee.com Corporation on Form S-1, as amended, under the Securities Act of 1933).
	5.1			Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, regarding the validity of the Network Associates common stock registered hereunder and as to tax matters.
	8.1			Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation as to tax matters (included in Exhibit 5.1).
	23.1			Consent of PricewaterhouseCoopers LLP, independent accountants for Networks Associates, Inc.
	23.2			Consent of PricewaterhouseCoopers LLP, independent accountants for Networks Associates, Inc.
	24.1*			Power of Attorney.
	99.1*			Letter of Transmittal.
	99.2*			Form of Notice of Guaranteed Delivery.
	99.3*			Form of Letter from Network Associates to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	99.4*			Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to Clients.
	99.5*			Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
	99.6*			Summary Advertisement as published in The Wall Street Journal on July 2, 2002.
	99.7*			Request from Networks Associates, Inc. dated July 2, 2002 for stockholder list of McAfee.com.
	99.8*			Press release of Network Associates announcing commencement of the offer, dated July 2, 2002.
	99.9*			Opinion of JP Morgan Securities, Inc. dated July 14, 2002.
	99.10			Change in Control Agreement dated as of July 14, 2000, by and between McAfee.com and Srivats Sampath (incorporated by reference to Exhibit 10.17 to the Quarterly Report on Form 10-Q of McAfee.com Corporation filed with the Commission on August 11, 2000).
	99.11			Change in Control Agreement dated as of July 14, 2000, by and between McAfee.com and Evan Collins (incorporated by reference to Exhibit 10.18 to the Quarterly Report on Form 10-Q of McAfee.com Corporation filed with the Commission on August 11, 2000).
	99.12			First Amendment to the Change in Control Agreement dated as of August 1, 2001, between McAfee.com and Srivats Sampath (incorporated by reference to Exhibit 10.22 to the Quarterly Report on Form 10-Q of McAfee.com Corporation filed with the Commission on November 13, 2001).
	99.13			First Amendment to the Change in Control Agreement dated as of August 1, 2001, between McAfee.com and Evan Collins (incorporated by reference to Exhibit 10.23 to the Quarterly Report on Form 10-Q of McAfee.com Corporation filed with the Commission on November 13, 2001).

---

 

Exhibit
Number				Description of Document
	99.14			Complaint titled Justin Peyton v. Stephen C. Richards, Srivats Sampath, Richard Schell, George Samenuk, Frank C. Gill, and Network Associates, Inc. (Case No. CV 809111), filed July 1, 2002 in the Superior Court of the State of California, County of Santa Clara (incorporated by reference to exhibit (a)(10) to the Amendment No. 1 to the Schedule TO filed by Network Associates with the Commission on July 5, 2002).
	99.15*			Press release issued by Network Associates on July 15, 2002 announcing the increase in the exchange ratio.
	99.16			Second Amended Class Action Complaint titled in re: McAfee.com Corporation Shareholders Litigation (Consolidated Case No. 19481-NC), filed in the Chancery Court of the State of Delaware, County of New Castle (incorporated by reference to exhibit (a)(11) to Amendment No. 2 to the Schedule TO filed by Network Associates with the Commission on July 16, 2002).

---

*	Previously filed