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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
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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This Amendment No. 2 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.
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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 17, 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.
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FOR IMMEDIATE RELEASE EXHIBIT 99.A11
Erin McCauley
Symantec Corporation
(408) 446 7192
[email protected]
Eric DeRitis
Miller/Shandwick Technologies
(650) 596 5800
[email protected]
SYMANTEC COMPLETES TENDER OFFER FOR QUARTERDECK SHARES
-- Customers to benefit from Symantec's integration
of market-leading technology --
CUPERTINO, CALIF. - NOVEMBER 17, 1998 - Symantec Corporation (Nasdaq: SYMC)
today announced it has completed its tender offer for the common stock of
Quarterdeck Corporation and has accepted for payment all shares validly tendered
in the offer. Over 55 million shares, representing over 60% of the fully diluted
common shares of Quarterdeck, were tendered (based on a preliminary count) when
the offer expired at midnight EST on Monday, November 16.
Symantec intends to acquire Quarterdeck's remaining shares through a cash merger
at the tender offer price of $0.52 per share in accordance with the definitive
merger agreement signed on October 15, 1998. A special meeting of Quarterdeck
shareholders is expected to be held at the end of December, with the merger to
follow shortly thereafter. Including the assumption of Quarterdeck's outstanding
debt, the total purchase price in the acquisition is currently anticipated by
Symantec to be approximately $65 million.
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Symantec Acquires Quarterdeck
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Symantec will use Quarterdeck's products and market-leading technologies to
strengthen its position as the world leader in utility and communication
software for networked personal computers. Symantec will continue to market most
of the Quarterdeck brands, including CleanSweep, the winner of this year's PC
Magazine's Editor's Choice award in the fast-growing uninstaller category.
"This acquisition supports Symantec's vision of enabling our customers'
productivity by keeping the information on their computers safe and reliable,"
said Gordon Eubanks, president and CEO of Symantec. "As is the case with our
existing partnership agreements with IBM and Intel, this move is also intended
to reinforce our global technology and market leadership position and will allow
us to deliver best-of-breed solutions to corporate and retail customers around
the world."
Commenting on the acquisition, Vicky Cotten, Senior Vice President of Purchasing
for Ingram Micro said: "Symantec's acquisition of Quarterdeck will streamline
our ability to distribute two of the best-known software brands in the world."
ABOUT SYMANTEC
Symantec is the world leader in utility software for business and personal
computing. Symantec products and solutions help make users productive and keep
their computers safe and reliable anywhere and anytime. Symantec offers a broad
range of solutions and is acclaimed as a leader in both customer satisfaction
and product brand recognition. Symantec is traded on Nasdaq under the symbol
SYMC. More information on the company and its products can be obtained at
http://www.symantec.com.
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Symantec Acquires Quarterdeck
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FORWARD LOOKING STATEMENT
This press release contains forward-looking statements. There are certain
important factors that could prevent Symantec from achieving the anticipated
benefits of the acquisition, including the benefits from those anticipated by
some of the statements made above. Among these factors are the anticipation of
the growth of certain market segments, the positioning of each company's
products in those segments, the competitive environment in the software
industry, changes to operating systems and product strategy by vendors of
operating systems, and the importance of new Symantec and/or Quarterdeck
products. Additional information concerning those and other factors is contained
in the "Business Risks" section of the each company's respective annual report
on Form 10-K and their quarterly reports on Form 10-Q for the most recent
quarter.
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NOTE TO EDITORS: If you would like additional information on Symantec
Corporation and its products, please view the Symantec Press Center at
http://www.symantec.com/Press Center/ on Symantec's Web site.
