8-K

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): April 2, 2003

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 (Address of principal executive offices)	95054 (Zip Code)

Registrant’s telephone number, including area code: (408) 346-3832

Item 5. Other Events.

     On April 2, 2003, Network Associates notified its employees, participants in its 401(k) plan and holders of stock options issued by Network Associates of certain restrictions on their ability to exercise stock options and transact in the Network Associates’ 401(k) Plan NAI Unitized Stock Fund commencing on April 9, 2003 and continuing until Networks Associates files its 2002 Form 10-K.

     Attached as Exhibit 99.1 is the notice containing the foregoing announcements.

Item 7. Exhibits.

99.1 Important Notice Concerning Your Rights under the Network Associates, Inc. (the “Company”) Stock Option Plans (the “Option Plans”) and the Company Tax Deferred Savings Plan (the “401(k) Plan”), dated April 2, 2003.

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: April 3, 2003	By:	/s/ Kent H. Roberts
		Executive Vice President and General Counsel

EXHIBIT INDEX

Exhibits.

99.1 Important Notice Concerning Your Rights under the Network Associates, Inc. (the “Company”) Stock Option Plans (the “Option Plans”) and the Company Tax Deferred Savings Plan (the “401(k) Plan”), dated April 2, 2003.

EX-99.1 3 f89010exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 APRIL 2, 2003 Important Notice Concerning Your Rights under the Network Associates, Inc. (the "Company") Stock Option Plans (the "Option Plans") and the Company Tax Deferred Savings Plan (the "401(k) Plan") Plans Covered by this Notice: - - OPTION PLANS - OPTIONS GRANTED UNDER ALL OPTION PLANS WORLDWIDE - - TAX DEFERRED SAVINGS PLAN OR 401(K) - USA EMPLOYEES ONLY Who is Affected by this Notice: - - ALL WORLDWIDE EMPLOYEES - - MEMBERS OF NET BOARD OF DIRECTORS - - FORMER EMPLOYEES WITH VESTED BUT UNEXERCISED STOCK OPTIONS, AND - - FORMER USA EMPLOYEES WITH 401(K) PLAN FUNDS INVESTED IN NET STOCK 1. This notice is to inform you that per applicable securities laws, effective on the close of business on April 9, 2003, the Company will suspend all stock option exercise transactions under all Company Option Plans. Additionally, all new purchases into the NAI Unitized Stock Fund of the 401(k) Plan will be suspended. The suspensions will be effective until the Company files its Form 10-K report for the year ended December 31, 2002 with the Securities and Exchange Commission. The Company announced on March 26, 2003 that the filing of the Form 10-K for 2002 would be postponed in order to restate prior financial results for 2000, 1999 and 1998. The Company is working to file the 2002 Form 10-K as promptly as reasonably possible, but at this time has not announced a filing date for the Form 10-K. 2. This period, during which you will be unable to exercise these rights otherwise available under the 401(k) Plan and Option Plans, is called a "blackout period." For individuals in the 401(k) Plan, during the blackout period, you temporarily will be unable to direct investments into the NAI Unitized Stock Fund. However, transfers to other funds and distributions out of the 401(k) Plan will be permitted throughout the blackout period. All other fund options within the 401(k) Plan will not be affected. Also, as noted above, after April 9, 2003 and until further notice, you will not be able to exercise options under any Company Option Plans. In the event any of your options would otherwise terminate under the Company Option Plans during the blackout period, the Company will extend the exercise period of your options for a period of time equal to the length of the blackout period. We encourage you to carefully consider how this blackout period may affect your retirement planning, as well as your overall financial plan. 3. The blackout period will begin on the close of business on April 9, 2003. The blackout period will end when the Company files its 2002 Form 10-K with the Securities and Exchange Commission. The expected end date for the blackout period will be communicated to you as soon as it is known. During the time of the blackout period, you can determine whether the blackout period has started or ended by contacting: 401(K) PLAN PARTICIPANTS OPTION PLAN PARTICIPANTS FIDELITY INVESTMENTS UBSPAINEWEBBER 1-800-835-5095 1-866-NET-OPTIons (US) www.401k.com +1-201-272-7561 (Outside the US) www.cefs.ubspainewebber.com/net 4. It is very important that you review and consider the appropriateness of your current investments in light of these restrictions on your investment activities during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. If NET's common stock has wide price swings during the blackout period, you might incur a large loss during the blackout period when your ability to exercise and sell stock under the Company Option Plans is restricted. 5. To provide you with sufficient time to consider the effect of the blackout period on your retirement and financial plans, federal law generally requires that you be furnished notice of a blackout period at least 30 days in advance of the last date on which you could exercise your affected rights. The Company's inability to file its 2002 Form 10-K was not known or knowable sufficiently far in advance for the Company to be able to provide you with 30 days notice of the blackout period. As indicated in the Company's March 26, 2003 press release announcing the postponement of the filing of the 2002 Form 10-K, the decision to restate the 2000, 1999 and 1998 financial results was made as a result of information recently obtained from ongoing Securities and Exchange Commission and Department of Justice investigations into the 2000, 1999 and 1998 financial results. 6. All option exercises and trading in NET stock for NET directors and Section 16 officers was previously halted (for both trading under Rule 10b5-1 plans and other transactions). That halt remains in effect and is not impacted by this notice. Additionally, this notice will not allow those impacted by the quarter-end closing of the trading window for transactions in NET stock to make any transactions. 7. If you have any questions concerning this notice, you should contact: 401(K) PLAN COMPANY STOCK PLANS Cindy Eppard Jennefer Koopman Benefits Analyst Manager, Stock Plan Administration Network Associates, Inc. Network Associates, Inc. 3965 Freedom Circle 3965 Freedom Circle Santa Clara, CA 95054 Santa Clara, CA 95054 408-346-5895 408-346-3934 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

APRIL 2, 2003

Important Notice Concerning Your Rights under the Network Associates, Inc. (the
"Company") Stock Option Plans (the "Option Plans") and the Company Tax Deferred
Savings Plan (the "401(k) Plan")

Plans Covered by this Notice:

- -     OPTION PLANS - OPTIONS GRANTED UNDER ALL OPTION PLANS WORLDWIDE
- -     TAX DEFERRED SAVINGS PLAN OR 401(K) - USA EMPLOYEES ONLY

Who is Affected by this Notice:

- -     ALL WORLDWIDE EMPLOYEES
- -     MEMBERS OF NET BOARD OF DIRECTORS
- -     FORMER EMPLOYEES WITH VESTED BUT UNEXERCISED STOCK OPTIONS, AND
- -     FORMER USA EMPLOYEES WITH 401(K) PLAN FUNDS INVESTED IN NET STOCK

1.    This notice is to inform you that per applicable securities laws,
      effective on the close of business on April 9, 2003, the Company will
      suspend all stock option exercise transactions under all Company Option
      Plans. Additionally, all new purchases into the NAI Unitized Stock Fund of
      the 401(k) Plan will be suspended.

      The suspensions will be effective until the Company files its Form 10-K
      report for the year ended December 31, 2002 with the Securities and
      Exchange Commission. The Company announced on March 26, 2003 that the
      filing of the Form 10-K for 2002 would be postponed in order to restate
      prior financial results for 2000, 1999 and 1998. The Company is working to
      file the 2002 Form 10-K as promptly as reasonably possible, but at this
      time has not announced a filing date for the Form 10-K.

2.    This period, during which you will be unable to exercise these rights
      otherwise available under the 401(k) Plan and Option Plans, is called a
      "blackout period."

      For individuals in the 401(k) Plan, during the blackout period, you
      temporarily will be unable to direct investments into the NAI Unitized
      Stock Fund. However, transfers to other funds and distributions out of the
      401(k) Plan will be permitted throughout the blackout period. All other
      fund options within the 401(k) Plan will not be affected.

      Also, as noted above, after April 9, 2003 and until further notice, you
      will not be able to exercise options under any Company Option Plans.

      In the event any of your options would otherwise terminate under the
      Company Option Plans during the blackout period, the Company will extend
      the exercise period of your options for a period of time equal to the
      length of the blackout period.

      We encourage you to carefully consider how this blackout period may affect
      your retirement planning, as well as your overall financial plan.

3.    The blackout period will begin on the close of business on April 9, 2003.
      The blackout period will end when the Company files its 2002 Form 10-K
      with the Securities and Exchange Commission. The expected end date for the
      blackout period will be communicated to you as soon as it is known. During
      the time of the blackout period, you can determine whether the blackout
      period has started or ended by contacting:
                                             

401(K) PLAN PARTICIPANTS                        OPTION PLAN PARTICIPANTS
FIDELITY INVESTMENTS                            UBSPAINEWEBBER
1-800-835-5095                                  1-866-NET-OPTIons (US)
www.401k.com                                    +1-201-272-7561 (Outside the US)
                                                www.cefs.ubspainewebber.com/net





4.    It is very important that you review and consider the appropriateness of
      your current investments in light of these restrictions on your investment
      activities during the blackout period. For your long-term retirement
      security, you should give careful consideration to the importance of a
      well-balanced and diversified investment portfolio, taking into account
      all your assets, income and investments. You should be aware that there is
      a risk to holding substantial portions of your assets in the securities of
      any one company, as individual securities tend to have wider price swings,
      up and down, in short periods of time, than investments in diversified
      funds. If NET's common stock has wide price swings during the blackout
      period, you might incur a large loss during the blackout period when your
      ability to exercise and sell stock under the Company Option Plans is
      restricted.

5.    To provide you with sufficient time to consider the effect of the blackout
      period on your retirement and financial plans, federal law generally
      requires that you be furnished notice of a blackout period at least 30
      days in advance of the last date on which you could exercise your affected
      rights. The Company's inability to file its 2002 Form 10-K was not known
      or knowable sufficiently far in advance for the Company to be able to
      provide you with 30 days notice of the blackout period. As indicated in
      the Company's March 26, 2003 press release announcing the postponement of
      the filing of the 2002 Form 10-K, the decision to restate the 2000, 1999
      and 1998 financial results was made as a result of information recently
      obtained from ongoing Securities and Exchange Commission and Department of
      Justice investigations into the 2000, 1999 and 1998 financial results.

6.    All option exercises and trading in NET stock for NET directors and
      Section 16 officers was previously halted (for both trading under Rule
      10b5-1 plans and other transactions). That halt remains in effect and is
      not impacted by this notice. Additionally, this notice will not allow
      those impacted by the quarter-end closing of the trading window for
      transactions in NET stock to make any transactions.

7.    If you have any questions concerning this notice, you should contact:


                                             

401(K) PLAN                                     COMPANY STOCK PLANS
Cindy Eppard                                    Jennefer Koopman
Benefits Analyst                                Manager, Stock Plan Administration
Network Associates, Inc.                        Network Associates, Inc.
3965 Freedom Circle                             3965 Freedom Circle
Santa Clara, CA 95054                           Santa Clara, CA 95054
408-346-5895                                    408-346-3934