<PAGE> 1
PROSPECTUS SUPPLEMENT NO. 5 FILED PURSUANT TO RULE 424(b)(3)
TO PROSPECTUS DATED MAY 6, 1998 REGISTRATION NO. 333-51897
$885,500,000
NETWORKS ASSOCIATES, INC.
ZERO COUPON CONVERTIBLE SUBORDINATED DEBENTURES DUE 2018
This Prospectus Supplement relates to the resale by the holders (the
"Selling Securityholders") of Zero Coupon Convertible Subordinated Debentures
due 2018 (the "Debentures") of Networks Associates, Inc. (the "Company") and the
shares of Common Stock, par value of $.001 per share (the "Common Stock"), of
the Company issuable upon the conversion thereof (the "Conversion Shares").
This Prospectus Supplement should be read in conjunction with the
Prospectus dated May 6, 1998, which is to be delivered with the Prospectus
Supplement. All capitalized terms used herein but not defined in the Prospectus
Supplement shall have the meanings given them in the Prospectus.
The table below sets forth information as of the date hereof concerning
beneficial ownership of the Debentures of the Selling Securityholders therein
listed. All information concerning beneficial ownership has been furnished by
the Selling Securityholders.
<TABLE>
<CAPTION>
Principal Amount Percentage of Number of Percentage of
of Notes Notes Conversion Shares Common Stock
Name That May Be Sold Outstanding That May Be Sold(1) Outstanding(2)
- -------------------------- ---------------- ------------- ------------------- --------------
<S> <C> <C> <C> <C>
McMahan Securities $100,000 * 569 *
Company, L.P.
Franklin and Marshall College $410,000 * 2,333 *
State Street Bank Custodian $2,810,000 * 15,994 *
for GE Pension Trust
Bankers Trust Trustee for $5,300,000 * 30,167 *
Chrysler Corp. Emp. #1
Pension Plan dated 4/1/89
Chase Manhattan NA Trustee $9,030,000 1% 51,398 *
for IBM Retirement Plan
</TABLE>
- --------------------
* Less than 1%
(1) Assumes conversion of the full amount of Debentures held by such holder at
the initial conversion rate of 5.692 shares of Common Stock per $1000
principal amount of Debentures; such conversion rate is subject to
adjustment as described under "Description of Debentures -- Conversion of
Debentures." Accordingly, the number of shares of Common Stock issuable upon
conversion of the Notes may increase or decrease from time to time. Under
the terms of the Indenture, fractional shares will not be issued upon
conversion of the Notes; cash will be paid in lieu of fractional shares, if
any.
(2) Computed in accordance with Rule 13d-3(d)(i) promulgated under the Exchange
Act and based upon 71,718,576 shares of Common Stock outstanding as of March
31, 1998, treating as outstanding the number of Conversion Shares shown as
being issuable upon the assumed conversion by the named holder of the full
amount of such holder's Debentures but not assuming the conversion of the
Debentures of any other holder.
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FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION
WITH AN INVESTMENT IN THE SECURITIES OFFERED HEREBY, SEE "RISK FACTORS"
BEGINNING ON PAGE 7 OF THE PROSPECTUS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is September 17, 1998.
