UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 0-20558
(Check One): CUSIP NUMBER 640938-10-5
[X] Form 10-K [ ] Form 20-F [ ] Form 10-Q [ ]Form N-SAR
For Period Ended: December 31, 2002
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For Transition Period Ended:
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant: Networks Associates, Inc.
Address of Principal Executive Office (Street and Number): 3965 Freedom Circle
City, State and Zip Code: Santa Clara, CA 95054
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PART II -- RULES 12B-25 (B) AND (C)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part II I
of this form could not be eliminated without unreasonable
effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K or Form
NSAR, or portion thereof, will be filed on or before the
[X] fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant' s statement or other exhibit required by
Rule 12b- 25(c) has been attached if applicable.
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PART III -- NARRATIVE
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State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the
transition report or portion thereof could not be filed within the prescribed
period.
The current year financial statements have not yet been finalized due to the
matters set forth in the press release attached hereto as attachment A. The
registrant will endeavor to file the Form 10-K on or before the fifteenth
calendar day following the prescribed filing due date. However, there can be no
assurance that the deadline can be met.
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PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification.
Stephen C. Richards (408) 988-3832
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Networks Associates, Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 28, 2003 By: /s/ Stephen C. Richards
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Stephen C. Richards
Chief Operating Officer and
Chief Financial Officer
ATTACHMENT A
NETWORK ASSOCIATES TO RESTATE FISCAL 2000, 1999 AND 1998 FINANCIAL
RESULTS; COMPANY TO POSTPONE FORM 10K FILING
SANTA CLARA, Calif., March 26, 2003 -- Network Associates, Inc. (NYSE: NET)
announced today that it will postpone the filing of its 2002 Form 10-K, due on
March 31, 2003, in order to restate its prior financial results for fiscal 2000,
1999 and 1998. The Securities and Exchange Commission and Department of Justice
investigations into the 2000, 1999 and 1998 financial statements are ongoing.
As a result of information obtained in connection with those investigations, the
Company has determined to restate the financial statements for those periods.
The restatement will reflect revenue on sales to distributors on a sell-through
basis (which is how Network Associates has reported sales to distributors since
the beginning of 2001). The restatement may also include other matters
addressed by the government investigations. Network Associates does not
anticipate that the restatement will affect results for fiscal 2001 or
subsequent periods, except insofar as some of the adjustments to fiscal 2000
postpone revenue recognition and related costs on distributor sales into 2001.
Network Associates will endeavor to file the 2002 Form 10-K incorporating the
restated financials for 2000, 1999 and 1998 as promptly as reasonably possible.
Network Associates will host a conference call today at 8:30 a.m. Eastern,
5:30 a.m. Pacific. Participants should call 877-601-3549 (domestic) or
312-470-7476 (international), pass code: NET. Attendees should dial in at least
15 minutes prior to the conference call. A playback of the call will be
available through April 25, 2003 by calling 800-756-6991 (domestic) or
402-998-0457 (international), pass code: NET.
ABOUT NETWORK ASSOCIATES
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.networkassociates.com.
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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.
SAFE HARBOR STATEMENT
The foregoing news release contains forward-looking statements. Forward-looking
statements include those regarding the impact of the planned restatement on
fiscal 2001 and subsequent periods; the possibility that the planned restatement
may include other matters raised by the SEC and DOJ investigations; and the
timing for filing the 2002 Form 10-K. Actual results may vary, perhaps
materially, from those contained in the forward- looking statements, based upon
the Company's preparation of the restated financial statements, review of those
statements by the Company's outside auditors, and discussions with the SEC and
DOJ. The full impact of the planned restatement and the time for filing the
2002 Form 10-K is unknown at this time and filing we may be delayed, for among
other reasons, to address matters raised by the SEC and DOJ.