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): March 29, 2006
Symantec Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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000-17781
(Commission
File Number)
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77-0181864
(IRS Employer
Identification No.) |
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20330 Stevens Creek Blvd., Cupertino, CA
(Address of Principal Executive Offices)
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95014
(Zip Code) |
Registrants Telephone Number, Including Area Code (408) 517-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01. Other Events
On March 29, 2006, Symantec Corporation (the Company) received a Notice of Deficiency from the
Internal Revenue Service claiming that the Company owes additional taxes, plus interest and
penalties, for the 2000 and 2001 tax years based on an audit of VERITAS Software Corporation, which
the Company acquired in July 2005. On March 30, 2006, the Company received notices of proposed
adjustments from the IRS with regard to an unrelated audit of the Company for fiscal years 2003 and
2004. The Company strongly believes the IRS positions with regard to these matters are
inconsistent with applicable tax laws and existing Treasury regulations, and that
its previously reported income tax provision for the years in question is appropriate.
The incremental tax liability asserted by the IRS with regard to the VERITAS claim would be
approximately $900 million, excluding penalties and interest. The Notice of Deficiency primarily
relates to transfer pricing in connection with a technology license agreement between VERITAS and a
foreign subsidiary. The Company does not agree with the IRS position and intends to file a timely
petition to the Tax Court to protest the assessment. No payments will be made on the assessment
until the issue is definitively resolved. If, upon resolution, the Company is required
to pay an amount in excess of its provision for this matter, the
incremental amounts due would
principally be accounted for as additions to the Companys purchase price for VERITAS. Any incremental interest accrued
from the date of the July 2005 acquisition forward would be
reported as an expense in the period that payment is probable.
The
incremental tax liability with regard to the claim relating to the
Company for fiscal years 2003 and 2004
would be approximately $100 million, excluding penalties and interest. These proposed adjustments
relate to transfer pricing matters between the Company and a foreign subsidiary. The Company does
not agree with the IRS position and plans to continue to contest these claims in its discussions
with the IRS. Any additional taxes in excess of the provision for these matters would be reported
as an expense in the period that payment is probable.
Forward
Looking Statements: This Current Report on Form 8-K contains statements which may be considered
forward-looking within the meaning of the U.S. federal securities laws, including statements
relating to the potential impact of the IRS claims and the
Companys planned response to the IRS claims, and adequacy of the
Companys tax provision relating to such matters. These statements are subject to known and unknown risks,
uncertainties and other factors that may cause the actual outcomes to
differ materially from those
expressed or implied in this Form 8-K, including the inability to predict the ultimate conclusion
of an item of tax controversy. In addition, if the Company is
required to pay amounts
with regard to these matters significantly in excess of the Companys current provision, the Companys results of
operations and financial condition could be materially and adversely affected. Additional
information concerning these and other risk factors is contained in the Risk Factors section of
Symantecs Form 10-Q for the quarter ended December 31, 2005. Symantec assumes no obligation to
update any forward-looking information contained in this Form 8-K.