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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERDECK CORPORATION
(NAME OF SUBJECT COMPANY)
OAK ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
SYMANTEC CORPORATION
(BIDDER)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
747712 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
DEREK P. WITTE, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SYMANTEC CORPORATION
10201 TORRE AVENUE
CUPERTINO, CALIFORNIA 95014-2132
(408) 253-9600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDER)
COPIES TO:
GORDON K. DAVIDSON, ESQ.
DAVID K. MICHAELS, ESQ.
TRAM T. PHI, ESQ.
FENWICK & WEST LLP
TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94036
(650) 494-0600
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1. Name of Reporting Person, S.S. or I.R.S. Identification No. of Above Person
OAK ACQUISITION CORPORATION
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2. Check the Appropriate Box if a Member of a Group [ ] a [ ] b
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3. SEC Use Only
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4. Sources of Funds
AF
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
Directly: 58,355,543 shares of Common Stock
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [ ]
N/A
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9. Percent of Class Represented by Amount in Row (7)
65.2% of outstanding Common Stock (based on 89,424,946 shares of Common
Stock issued and outstanding as of November 16, 1998).
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10. Type of Reporting Person
CO
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1. Name of Reporting Person, S.S. or I.R.S. Identification No. of Above Person
SYMANTEC CORPORATION
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2. Check the Appropriate Box if a Member of a Group [ ] a [ ] b
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3. SEC Use Only
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4. Sources of Funds
WC
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
Indirectly Owned through Oak Acquisition Corporation:
58,355,543 shares of Common Stock
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [ ]
N/A
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9. Percent of Class Represented by Amount in Row (7)
65.2% of outstanding Common Stock (based on 89,424,946 shares of Common
Stock issued and outstanding as of November 16, 1998).
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10. Type of Reporting Person
CO
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This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on October 19,
1998 (the "Statement") relating to the offer by Oak Acquisition Corporation
("Purchaser"), a Delaware corporation and a wholly owned subsidiary of Symantec
Corporation ("Symantec"), a Delaware corporation, to purchase all outstanding
shares of Common Stock, par value $0.001 per share (the "Company Common Stock")
of Quarterdeck Corporation (the "Company"), a Delaware corporation, including
the associated Preferred Stock purchase rights issued pursuant to the Rights
Agreement dated August 11, 1992, as amended, between the Company and American
Stock Transfer & Trust (the "Rights" and, together with the Company Common
Stock, the "Shares") at a price of $0.52 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated October 19, 1998 (the "Offer to Purchase") and in
the related Letters of Transmittal (each a "Letter of Transmittal") which,
together with the Offer to Purchase, as each may be amended or supplemented from
time to time, constitute the "Offer"), copies of which are attached hereto as
Exhibits (a)(1), and (a)(2) and (a)(10), respectively. The Offer has been
supplemented as regards the completion of the offer on November 16, 1998.
In accordance with General Instruction F to Schedule 14D-1, this Amendment
No. 3 also constitutes a statement on Schedule 13D with respect to the
acquisition by Purchaser of the Shares as more fully described below. The item
number and responses thereto below are in accordance with the requirements of
Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the Introduction and Section 8
("Certain Information Concerning Purchaser and Symantec") of the Offer to
Purchase is incorporated herein by reference.
The Offer expired at 12:00 midnight, New York City Time, Monday, November
16, 1998. Based on a preliminary count, 58,355,543 Shares were tendered pursuant
to the Offer (including Shares tendered subject to guarantees of delivery or
receipt of additional documentation).
On November 16, 1998, Purchaser accepted for payment and purchased a total
of 58,355,543 Shares (including 5,083,399 Shares delivered subject to guarantees
of delivery) constituting all Shares validly tendered and not properly withdrawn
pursuant to the Offer. This 58,355,543 Shares represent in the aggregate
approximately 65.2% of outstanding Common Stock (based on 89,424,946 shares of
Common Stock issued and outstanding as of November 16, 1998).
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the Introduction and Section 8 ("Certain
Information Concerning Purchaser and Symantec"), Section 10 ("Background of the
Offer; Contacts with the Company; the Transaction Documents") and Section 11
("Purpose of the Offer; Plans for the Company After the Offer and the Merger;
and Stockholder Approval and Appraisal") of the Offer to Purchase is
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(b) and (c) The information set forth in Section 16 ("Certain Legal
Matters: Regulatory Approvals") of the Offer to Purchase is incorporated herein
by reference.
(f) The information set forth in the Offer to Purchase is incorporated
herein by reference.
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ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(1) Form of Offer to Purchase dated October 19, 1998.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.*
(a)(5) Form of Letter to Clients.*
(a)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(7) Summary Advertisement as published in the New York Times on October
19, 1998.*
(a)(8) Text of Press Release by Symantec and the Company dated October 15,
1998.*
(a)(9) Form of letter from Symantec to holders of Series C Convertible
Preferred Stock of the Company.*
(a)(10) Form of letter of transmittal for use by holders of Series C
Convertible Preferred Stock or warrants of the Company.*
(a)(11) Text of Press Release by Symantec dated November 17, 1998.*
(b) None.
(c)(1) Agreement and Plan of Merger, dated as of October 15, 1998, among
Symantec, Purchaser and the Company.*
(c)(2) License Agreement, dated October 15, 1998, between the Company and
Symantec.*
(c)(3) Form of Stockholder Agreements, dated as of October 15, 1998
between Symantec and each of Frank W.T. LaHaye, William H. Lane
III, King R. Lee, Howard Morgan, Frank R. Greico, John Strosahl,
Cheri Kaplan-Smith, Joyce Wrenn, Suzanne Dickson and Gadi Navon.*
(c)(4) Non-Disclosure Agreement, dated October 1, 1998, between the
Company and Symantec, as amended on October 13, 1998.*
(d) None.
(e) Not applicable.
(f) None.
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* Previously filed.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement, as amended, is true, complete
and correct.
November 23, 1998
OAK ACQUISITION CORPORATION
By: /s/ DEREK WITTE
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Name: Derek Witte
Title: President
SYMANTEC CORPORATION
By: /s/ DEREK WITTE
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Name: Derek Witte
Title: Vice President, General
Counsel
and Secretary
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EXHIBIT INDEX
(a)(1) Form of Offer to Purchase dated October 19, 1998.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.*
(a)(5) Form of Letter to Clients.*
(a)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(7) Summary Advertisement as published in the New York Times on October
19, 1998.*
(a)(8) Text of Press Release by Symantec and the Company dated October 15,
1998.*
(a)(9) Form of letter from Symantec to holders of Series C Convertible
Preferred Stock of the Company.*
(a)(10) Form of letter of transmittal for use by holders of Series C
Convertible Preferred Stock or warrants of the Company.*
(a)(11) Text of Press Release by Symantec dated November 17, 1998.*
(b) None.
(c)(1) Agreement and Plan of Merger, dated as of October 15, 1998, among
Symantec, Purchaser and the Company.*
(c)(2) License Agreement, dated October 15, 1998, between the Company and
Symantec.*
(c)(3) Form of Stockholder Agreements, dated as of October 15, 1998
between Symantec and each of Frank W.T. LaHaye, William H. Lane
III, King R. Lee, Howard Morgan, Frank R. Greico, John Strosahl,
Cheri Kaplan-Smith, Joyce Wrenn, Suzanne Dickson and Gadi Navon.*
(c)(4) Non-Disclosure Agreement, dated October 1, 1998, between the
Company and Symantec, as amended on October 13, 1998.*
(d) None.
(e) Not applicable.
(f) None.
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* Previously filed.
