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 (DATE OF EARLIEST EVENT REPORTED): MARCH 26, 2002 NETWORKS ASSOCIATES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) COMMISSION FILE NUMBER 0-20558 DELAWARE 77-0316593 (STATE OR OTHER JURISDICTION OF INCORPORATION) I.R.S. EMPLOYER IDENTIFICATION NUMBER 3965 FREEDOM CIRCLE SANTA CLARA, CALIFORNIA 95054 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 346-3832 ITEM 5. OTHER EVENTS. On March 26, 2002, Networks Associates, Inc. (the "Company") announced that the Company was notified by the Securities and Exchange Commission of the commencement of a "Formal Order of Private Investigation." The Company also announced the postponement of its proposed exchange offer for McAfee.com shares. Attached as Exhibit 99.1 is a press release containing the foregoing announcements. ITEM 7. EXHIBITS. 99.1 Press release, dated March 26, 2002. -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. NETWORKS ASSOCIATES, INC. Dated: March 26, 2002 By: /S/ KENT H. ROBERTS ------------------------------------ Kent H. Roberts Executive Vice President and General Counsel -3- EXHIBIT INDEX EXHIBITS. 99.1 Press release, dated March 26, 2002. -4-