Pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 14d-2(b) under
the Securities Exchange Act of 1934
Filing Person: Network Associates, Inc.
Subject Company: McAfee.com Corporation
Subject Company's Commission File No.: 00-28247
Date: March 26, 2002
On March 26, 2002, Networks Associates, Inc. issued the following press release:
Network Associates Discloses SEC Inquiry, Postpones Proposed Exchange Offer
SANTA CLARA, Calif., March 26 /PRNewswire-FirstCall/ -- Network
Associates, Inc. (NYSE: NET) today announced that it was informed that the staff
of the Securities & Exchange Commission (SEC) has commenced a "Formal Order of
Private Investigation" into the Company's accounting practices during the 2000
fiscal year. The Company believes the inquiry relates to accounting issues that
predate the current management team's arrival in early 2001. The Company has
reviewed its accounting for fiscal 2000 with its outside auditors and continues
to believe that the accounting was proper. The Company will work cooperatively
with the SEC staff in order to bring the inquiry to a conclusion as promptly as
possible.
The Company will postpone to a later date the commencement of its
Proposed offer to exchange 0.675 shares of Network Associates common stock for
each share of McAfee.com Class A common stock.
The Company will host a conference call today at 8:30 a.m. Eastern,
5:30 a.m. Pacific. Participants should call 888-769-9037 (domestic) or
212-547-0286 (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 May 25 by calling 800-294-4406 (domestic) or 402-220-9778
(international), pass code: NET.
Additional Information and Where to Find It.
In connection with the proposed exchange offer, Network Associates will
file an exchange offer prospectus and related materials with the Securities and
Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THIS
DOCUMENT AND RELATED MATERIALS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free
copy of the exchange offer prospectus (when available) and other documents filed
by Network Associates with the SEC at the SEC's web site at http://www.sec.gov.
Free copies of the exchange offer prospectus, once available, as well as Network
Associates' related filings 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.
About Network Associates
With headquarters in Santa Clara, Calif., Network Associates, Inc. is a
leading supplier of network security and availability solutions. Network
Associates 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.
Safe Harbor Statement.
The foregoing news release contains forward-looking statements.
Forward-looking statements include those regarding Network Associates' proposed
exchange offer. Actual results may vary, perhaps materially, from those
contained in the forward-looking statements. Network Associates may not commence
or complete the exchange offer described in this news release. Investors should
read Network Associates' prospectus and tender offer statement describing the
proposed exchange offer and the documents incorporated therein for a more
detailed discussion of these risks and uncertainties.
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.
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