sv8
As filed with the Securities and Exchange Commission on April 9, 2007
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Symantec Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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77-0181864 |
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(State or Other Jurisdiction of
Incorporation or
Organization)
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(I.R.S. Employer
Identification No.) |
20330 Stevens Creek Boulevard
Cupertino, California 95014-2132
(Address of Principal Executive Offices)
Options to purchase common stock and restricted stock units granted under the
Altiris, Inc. 1998 Stock Option Plan
Altiris, Inc. 2002 Stock Plan, as amended
Altiris, Inc. 2005 Stock Plan (Formerly the Pedestal Software, Inc. 2002 Stock Option and
Incentive Plan)
(Full Title of the Plans)
Arthur F. Courville
Executive Vice President, General Counsel and Secretary
20330 Stevens Creek Boulevard
Cupertino, California 95014-2132
(Name and Address of Agent For Service)
(Telephone Number, Including Area Code, of Agent For
Service)
Copy to:
Daniel J. Winnike, Esq.
Andrew Y. Luh, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
Telephone: (650) 988-8500
Facsimile: (650) 938-5200
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Maximum |
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Maximum |
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Amount |
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Offering |
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Aggregate |
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Amount of |
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Title of Securities |
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to be |
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Price |
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Offering |
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Registration |
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to be Registered |
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Registered(2) |
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per Share(3) |
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Price |
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Fee (5) |
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Common Stock, par
value $0.01 per
share (1) |
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3,196,500(4) |
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$10.5798 |
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$33,818,330.70 |
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$1,038.22 |
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(1) |
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Each share of common stock includes a right to purchase one eight-thousandth of a share of
Series A Junior Participating Preferred Stock. The preferred stock purchase rights, which are
attached to the shares of common stock being registered hereunder, will be issued for no
additional consideration. Accordingly, no additional registration fee is payable. |
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Pursuant to Rule 416(a), this registration statement also covers any additional securities
that may be offered or issued in connection with any stock split, stock dividend or similar
transaction. |
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Estimated solely for the purpose of computing the amount of the registration fee pursuant to
Rule 457 under the Securities Act of 1933, as amended, based on the weighted average exercise
price of the outstanding options. Payment is not required for conversion of restricted stock
units into shares. |
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(4) |
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Represents Registrants shares issuable under stock options and restricted stock units
granted under the Altiris, Inc. plans listed below, as amended, and assumed by the Registrant
on April 6, 2007 pursuant to an Agreement and Plan of Merger among the Registrant, Atlas
Merger Corp., a wholly owned subsidiary of the Registrant, and Altiris, Inc. |
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(5) |
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Calculated solely for the purposes of computing the amount of the registration fee as
follows: (i) with respect to the shares issuable under stock options being assumed, under Rule
457(h) under the Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the outstanding options and (ii) with respect to shares issuable under
restricted stock units being assumed, under Rule 457(c) under the Securities Act of 1933, as
amended, on the basis of the average of the high and low prices of the Registrants Common
Stock reported on the Nasdaq Global Select Market on April 5, 2007. |
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Plan |
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Options |
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Restricted Stock Units |
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Altiris, Inc. 1998 Stock Option Plan |
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92,500 |
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Altiris, Inc. 2002 Stock Plan, as amended |
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2,757,500 |
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320,500 |
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Altiris, Inc. 2005 Stock Plan (Formerly
the Pedestal Software, Inc. 2002 Stock
Option and Incentive Plan) |
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26,000 |
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TABLE OF CONTENTS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Symantec Corporation (the Registrant) with
the Securities and Exchange Commission (the Commission), are hereby incorporated by reference in
this Registration Statement:
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(a) |
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Registrants Annual Report on Form 10-K for the fiscal year ended March 31,
2006, filed with the Commission on June 9, 2006; |
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(b) |
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All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (Exchange Act) since the end of the fiscal year
covered by the Registrants Annual Report referred to in (a) above; |
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(c) |
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The description of the Registrants Common Stock contained in the Registrants
Registration Statement on Form 8-A filed with the Commission on May 24, 1989 (including
any amendment or report filed for the purpose of updating such description); and |
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(d) |
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The description of the Registrants Preferred Stock Purchase Rights contained
in the Registrants Registration Statement on Form 8-A filed with the Commission on
August 19, 1998 (including any amendment or report filed for the purpose of updating
such description). |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such documents.
Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K
prior or subsequent to the date hereof shall not be incorporated by reference into this
Registration Statement, except as to specific sections of such statements as set forth therein. Any
statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
As of the date of this Registration Statement, attorneys of Fenwick & West LLP and family
members thereof beneficially own an aggregate of approximately 13,750 shares of the Registrants
Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court to award, or a
corporations board of directors to grant, indemnity to directors and officers in terms
sufficiently broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act of 1933, as
amended (the Securities Act).
As permitted by Section 145 of the Delaware General Corporation Law, Registrants Certificate
of Incorporation includes a provision that eliminates the personal liability of its directors for
monetary damages for breach of fiduciary duty as a director, except for liability:
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for any breach of the directors duty of loyalty to Registrant
or its stockholders; |
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for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of the law; |
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under Section 174 of the Delaware General Corporation Law
regarding unlawful dividends and stock purchases; and |
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for any transaction from which the director derived an improper
personal benefit. |
As permitted by the Delaware General Corporation Law, Registrants Bylaws provide that:
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Registrant is required to indemnify its directors and officers
to the fullest extent permitted by the Delaware General Corporation Law,
subject to limited exceptions; |
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Registrant may indemnify its other employees and agents to the
extent that it indemnifies its officers and directors, unless otherwise
required by law, its certificate of incorporation, its bylaws or agreements to
which it is a party; |
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Registrant is required to advance expenses, as incurred, to its
directors and officers in connection with a legal proceeding to the fullest
extent permitted by the Delaware General Corporation Law, subject to limited
exceptions; and |
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the rights conferred in the Bylaws are not exclusive. |
Registrant has entered into Indemnity Agreements with each of its current directors and
officers to give such directors and officers additional contractual assurances regarding the scope
of the indemnification set forth in Registrants Certificate of Incorporation and Bylaws and to
provide additional procedural protections.
Registrant maintains directors and officers liability insurance and has extended that
coverage for public securities matters.
See also the undertakings set out in response to Item 9.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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Exhibit |
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Incorporated by Reference |
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Exhibit Description |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Herewith |
4.01
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Amended and Restated Certificate of Incorporation of
Symantec Corporation
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S-8
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333-119872
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4.01 |
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10/21/04 |
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4.02
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Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Symantec Corporation
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S-8
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333-126403
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4.03 |
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07/06/05 |
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4.03
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Certificate of Designations of Series A Junior
Participating Preferred Stock of Symantec Corporation
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8-K
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000-17781
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3.01 |
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12/21/04 |
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4.04
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Bylaws of Symantec Corporation
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8-K
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000-17781
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3.01 |
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01/23/06 |
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4.05
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Rights Agreement, dated as of August 12, 1998, between
Symantec Corporation and BankBoston, N.A., as Rights
Agent, which includes as Exhibit A the Form of
Certificate of Designations of Series A Junior
Participating Preferred Stock, as Exhibit B the Form of
Right Certificate and as Exhibit C the Summary of
Rights
to Purchase Preferred Shares.
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8-A
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000-17781
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4.1 |
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08/19/98 |
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Exhibit |
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Incorporated by Reference |
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Filed |
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Exhibit Description |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Herewith |
5.01
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Opinion of Fenwick & West LLP
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X |
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23.01
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Consent of Independent Registered Public Accounting
Firm
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X |
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23.02
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Consent of Fenwick & West LLP (filed as part of
Exhibit 5.01)
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X |
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24.01
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Power of Attorney (See page II-2)
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99.01
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Altiris, Inc. 1998 Stock Option Plan
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X |
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99.02
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Altiris, Inc. 1998 Stock Option Plan Stock Option Agreement
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99.03
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Altiris, Inc. 2002 Stock Plan
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X |
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99.04
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Altiris, Inc. 2002 Stock Plan Stock Option Agreement
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99.05
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Altiris, Inc. 2005 Stock Plan
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X |
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99.06
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Altiris, Inc. 2005 Stock Plan Stock Option Agreement, as amended
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X |
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the dollar value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set for the in the Calculation of Registration Fee table in this Registration Statement;
and
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to such information in
this Registration Statement; provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply
if the information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of determining liability
under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall
be deemed a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
To effect the above, each of the undersigned has executed this Power of Attorney as of the
date indicated beside each name.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Cupertino, State of California, on this 9th day of April,
2007.
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Symantec Corporation
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By: |
/s/ John W. Thompson
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John W. Thompson |
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Chairman of the Board and Chief Executive
Officer |
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POWER OF ATTORNEY TO SIGN AMENDMENTS
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below (each being
an officer and/or director of the Registrant) does hereby constitute and appoint John W. Thompson,
James A. Beer and Arthur F. Courville, and each of them, with full power of substitution, such
persons true and lawful attorneys-in-fact and agents for such person in such persons name, place
and stead, in any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully, to all intents and purposes, as such person might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do
or cause to be done by virtue hereof. This Power of Attorney may be signed in one or more
counterparts.
II-2
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on
Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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/s/ John W. Thompson
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Chairman of the Board and Chief Executive
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April 9, 2007 |
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Officer (Principal Executive Officer) |
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/s/ James A. Beer
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Executive Vice President and Chief Financial
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April 9, 2007 |
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Officer (Principal Financial Officer) |
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/s/ George W. Harrington
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Senior Vice President, Finance and Chief
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April 9, 2007 |
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Accounting Officer (Principal Accounting |
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Officer) |
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/s/ Michael A. Brown
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Director
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April 9, 2007 |
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/s/ William T. Coleman III
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Director
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April 9, 2007 |
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/s/ Frank E. Dangeard
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Director
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April 9, 2007 |
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/s/ David L. Mahoney
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Director
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April 9, 2007 |
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/s/ Robert S. Miller
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Director
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April 9, 2007 |
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Director
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/s/ David J. Roux
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Director
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April 9, 2007 |
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/s/ Daniel H. Schulman
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Director
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April 9, 2007 |
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Director
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II-3
Index to Exhibits
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Exhibit |
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Incorporated by Reference |
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Filed |
Number |
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Exhibit Description |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Herewith |
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4.01
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Amended and Restated Certificate of Incorporation of
Symantec Corporation
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S-8
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333-119872
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4.01 |
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10/21/04 |
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4.02
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Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Symantec Corporation
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S-8
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333-126403
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4.03 |
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07/06/05 |
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4.03
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Certificate of Designations of Series A Junior
Participating Preferred Stock of Symantec Corporation
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8-K
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000-17781
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3.01 |
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12/21/04 |
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4.04
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Bylaws of Symantec Corporation
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8-K
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000-17781
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3.01 |
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01/23/06 |
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4.05
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Rights Agreement, dated as of August 12, 1998, between
Symantec Corporation and BankBoston, N.A., as Rights
Agent, which includes as Exhibit A the Form of
Certificate of Designations of Series A Junior
Participating Preferred Stock, as Exhibit B the Form of
Right Certificate and as Exhibit C the Summary of
Rights to Purchase Preferred Shares.
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8-A
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000-17781
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4.1 |
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08/19/98 |
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5.01
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Opinion of Fenwick & West LLP
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X |
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23.01
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Consent of Independent Registered Public Accounting
Firm
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X |
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23.02
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Consent of Fenwick & West LLP (filed as part of
Exhibit 5.01)
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X |
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24.01
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Power of Attorney (See page II-2)
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X |
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99.01
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Altiris, Inc. 1998 Stock Option Plan
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X |
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99.02
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Altiris, Inc. 1998 Stock Option Plan Stock Option Agreement
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X |
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99.03
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Altiris, Inc. 2002 Stock Plan
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X |
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99.04
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Altiris, Inc. 2002 Stock Plan Stock Option Agreement
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X |
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99.05
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Altiris, Inc. 2005 Stock Plan
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X |
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99.06
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Altiris, Inc. 2005 Stock Plan Stock Option Agreement, as amended
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X |