SC TO-T/A

As filed with the Securities and Exchange Commission on September 12, 2002

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(AMENDMENT NO. 12)

McAFEE.COM CORPORATION

(Name of Subject Company)

NETWORKS ASSOCIATES, INC.

(Names of Filing Person — Offeror)

Class A Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

579062-100

(CUSIP Number of Class of Securities)

George Samenuk

Chairman and Chief Executive Officer

Networks Associates, Inc.

3965 Freedom Circle

Santa Clara, CA 95054

(408) 998-3832

(Name, address and telephone number of persons authorized to

receive notices and communications on behalf of filing persons)

Copy to:

Jeffrey D. Saper, Esq.

Kurt J. Berney, Esq.

Michael J. Kennedy, Esq.

Jack Helfand, Esq.

650 Page Mill Road

Palo Alto, California 94304

Telephone: (650) 493-9300

CALCULATION OF FILING FEE

Transaction Value (*)	Amount of Filing Fee (*)
$63,815,464	$5,872

  *  Estimated solely for the purpose of calculating the registration fee pursuant to Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act of 1934, based on the product of (i) $12.785, the average of the high and low sales prices of McAfee.com Class A common stock on the Nasdaq National Market on August 12, 2002 and (ii) 13,336,565, the expected maximum number of shares of McAfee.com common stock to be acquired in the Offer and the merger (including exercisable options), minus (iii) $106,692,520, the aggregate cash consideration expected to be paid for such shares. The amount of the filing fee, calculated in accordance with Rule 0-11(a)(2) under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 8 of 2002 issued by the Securities and Exchange Commission on January 16, 2002, equals 0.0092% of the Transaction Value.

x  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 Amount Previously Paid: $16,312

 Form of Registration No.: Form S-4 (file no. 333-91746)

Filing Party: Networks Associates, Inc.

Date Filed: July 2, 2002

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer: Check the appropriate boxes below to designate any transactions to which the statement relates:

x  third-party tender offer subject to Rule 14d-1.

o  issuer tender offer subject to Rule 13e-4.

x  going-private transaction subject to Rule 13e-3.

o  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	ITEMS 1 THROUGH 11.
	ITEM 12. EXHIBITS.
	ITEM 13. ADDITIONAL INFORMATION REQUIRED BY SCHEDULE 13E-3.
Exhibit (a)(19)

ITEMS 1 THROUGH 11.

      This Amendment No. 12 (“Amendment No. 12”) amends and supplements the Tender Offer Statement on Schedule TO initially filed on July 2, 2002 (as previously amended by Amendment No. 11 filed with the SEC on September 5, 2002, Amendment No. 10 filed on August 29, 2002, Amendment No. 9 filed on August 26, 2002, Amendment No. 8 filed on August 15, 2002, Amendment No. 7 filed on August 13, 2002, Amendment No. 6 filed on August 2, 2002, Amendment No. 5 filed on July 31, 2002, Amendment No. 4 filed on July 30, 2002, Amendment No. 3 filed on July 22, 2002, Amendment No. 2 filed on July 16, 2002, Amendment No. 1 filed on July 5, 2002, and as amended hereby) and the Schedule 13E-3 Transaction Statement on Schedule TO (collectively, the “Schedule TO”), by Networks Associates, Inc. (“Network Associates”), a Delaware corporation. This Schedule TO relates to the offer by Network Associates to exchange 0.675 of a share of Network Associates common stock, par value $0.01 per share, plus $8.00 in cash for each outstanding share of Class A common stock, par value $0.001 per share, of McAfee.com Corporation (“McAfee.com”), a Delaware corporation, that Network Associates and its subsidiaries do not own (the “Shares”), upon the terms and subject to the conditions set forth in the Prospectus contained in Amendment No. 6 to the Registration Statement on Form S-4, as amended, and as filed with the SEC on August 15, 2002, and in the related Letter of Transmittal, copies of which are incorporated by reference herein as Exhibits (a)(1) and (a)(2) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Notwithstanding the foregoing incorporation by reference, pursuant to General Instruction F of Schedule TO, Network Associates will continue to (1) amend this Schedule TO to file any exhibits required to be so filed by Schedule TO and (2) carry out its obligations under Rules 14d-4(d) and 14d-6(c) promulgated under the Securities Exchange Act of 1934.

      On September 10, 2002, the Securities and Exchange Commission declared effective the Network Associates registration statement on Form S-4, as amended, relating to the Offer.

ITEM 12.     EXHIBITS.

      The reference to the following exhibit to the Schedule TO is amended and restated as set forth below:

      (a)(1) Prospectus dated September 10, 2002 (incorporated by reference to Network Associates’ filing with the SEC on September 11, 2002 pursuant to Rule 424(b)(3) under the Securities Act of 1933).

      Item 12 is hereby amended and supplemented by adding the following exhibit:

      (a)(19) Press release issued by Network Associates on September 10, 2002.

ITEM 13.     ADDITIONAL INFORMATION REQUIRED BY SCHEDULE 13E-3.

      Except as otherwise set forth below, the information set forth in the Prospectus dated September • , 2002 (incorporated by reference into this Schedule TO as Exhibit (a)(1)), including all schedules, annexes and exhibits thereto, is hereby expressly incorporated by reference in response to all items required by Schedule 13E-3 that is not included or covered by items in Schedule TO:

      Item 2.     Subject Company Information.

      (e) Not applicable.

      (f) Not applicable.

      Item 4.     Terms of the Transaction.

      (a)(2) Not applicable.

      (c) Not applicable.

      Item 5.     Past Contacts, Transactions, Negotiations and Agreements.

      (c) Not applicable.

      (e) Not applicable.

      Item 10.     Source and Amount of Funds or Other Consideration.

      (d) Not applicable.

      Item 13.     Financial Statements.

      (a)(1) The audited consolidated financial statements of McAfee.com Corporation as of and for the fiscal years ended December 31, 2001 and December 31, 2000 are incorporated herein by reference to the Financial Statements and Supplementary Data included as Items 8 and 14(a) of McAfee.com Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed with the SEC on March 25, 2002.

      (a)(2) The unaudited consolidated financial statements of McAfee.com Corporation as of and for the three and six month periods ended June 30, 2002 are incorporated herein by reference to Item 1 of Part I of McAfee.com Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 filed with the SEC on August 14, 2002.

      McAfee.com Corporation files reports and other information with the SEC, in accordance with the Securities Exchange Act of 1934. You may read and copy reports, proxy statements and other information filed by McAfee.com Corporation at the public reference facilities of the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such materials can be obtained at prescribed rates from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference rooms. These reports, proxy statements and other information filed with the SEC are available to the public over the Internet at the SEC’s World Wide Web site at http://www.sec.gov.

      (b) The pro forma statements of Network Associates are not material to the offer.

      Item 14.     Persons/Assets, Retained, Employed, Compensated or Used.

      (b) Not applicable.

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NETWORKS ASSOCIATES, INC.

By:  /s/ GEORGE SAMENUK

Name: George Samenuk

Title: Chairman and Chief Executive Officer

Dated: September 12, 2002

EX-99.(A)(19)

                                                                 Exhibit (a)(19)

  NETWORK ASSOCIATES, INC. REGISTRATION STATEMENT FOR MCAFEE.COM EXCHANGE OFFER

                            DECLARED EFFECTIVE BY SEC

      SANTA CLARA, Calif. September 10, 2002. Network Associates, Inc. (NYSE:
NET) announced today that the registration statement relating to its exchange
offer for the Class A common stock of McAfee.com Corporation (NASDAQ: MCAF) has
been declared effective by the Securities and Exchange Commission.

      Network Associates is offering to exchange to 0.675 of a share of Network
Associates common stock plus $8.00 in cash, without interest, for each
outstanding share of McAfee.com Class A common stock. Network Associates
currently owns approximately 75 percent of the outstanding shares of McAfee.com
common stock. The McAfee.com board of directors and McAfee.com special committee
have recommended to the holders of McAfee.com Class A common stock that they
accept our offer and exchange their shares in the offer. The offer will expire
at midnight, Eastern Time, on September 12, 2002, unless otherwise extended.

      The exchange offer is conditioned on the exchange of a sufficient number
of McAfee.com Class A shares such that, after the offer is completed, Network
Associates would own at least 90% of all outstanding shares of McAfee.com common
stock, as well as other customary conditions. While this condition may be
waived, in no event will Network Associates exchange McAfee.com shares in the
offer if less than a majority of the outstanding McAfee.com shares, excluding
shares owned by Network Associates, are exchanged in the offer. Other terms and
conditions of the exchange offer remain unchanged including, among other things,
that neither the McAfee.com board of directors nor the McAfee.com Special
Committee will have changed or modified its recommendation of the offer.

Additional Information and Where To Find It

      In connection with the proposed transaction, Network Associates filed an
exchange offer prospectus, as amended, and related materials with the Securities
and Exchange Commission (SEC). McAFEE.COM SECURITY HOLDERS ARE ADVISED TO READ
THESE DOCUMENTS AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. McAfee.com security holders may obtain a free copy of the exchange
offer prospectus, as amended, and any additional amendments and other documents
filed by Network Associates and McAfee.com with the Commission at the
Commission's web site at http://www.sec.gov. Free copies of the exchange offer
prospectus, as amended, as well as Network Associates' related filings made with
the SEC, may also be obtained from Network Associates by directing a request to
Network Associates' Investor Relations Department at: 3965 Freedom Circle, Santa
Clara, CA 95054, or by contacting D.F. King & Co. Inc., information agent for
the offer, at 800-549-6746.

About Network Associates, Inc.

      With headquarters in Santa Clara, Calif., Network Associates, Inc. is a
leading supplier of network security and availability solutions. Network
Associates is comprised of three product groups: McAfee Security, delivering
world-class anti-virus and security products; Sniffer Technologies, a leader in
network availability and system security; and Magic Solutions, a leader in
innovative service management solutions. For more information, Network
Associates can be reached at 972-308-9960 or on the Internet at
http://www.nai.com.

      NOTE: Network Associates, McAfee, Sniffer and Magic Solutions are
registered trademarks of Network Associates, Inc. and/or its affiliates in the
United States and/or other countries. All other registered and unregistered
trademarks in this document are the sole property of their respective owners.