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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 24, 1999
QUARTERDECK CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-19207 95-4320650
State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
13160 MINDANAO WAY
MARINA DEL REY, CALIFORNIA 90292
(Address of Principal Executive Offices) (Zip Code)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 309-3700
NONE
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
A complaint was filed on February 24, 1999 in the Court of Chancery of the
State of Delaware, County of New Castle, by William Skeen, a purported
Quarterdeck stockholder, against Quarterdeck Corporation, Symantec Corporation,
Oak Acquisition Corporation (a wholly-owned subsidiary of Symantec) and current
and former directors of Quarterdeck. The complaint alleges, among other things,
breach of fiduciary duty and unfair dealing in connection with the planned
merger of Oak with and into Quarterdeck and claims that when Quarterdeck's
directors approved the merger, they had a financial conflict of interest as a
result of a September 1998 grant of stock options to them. The complaint also
alleges breach of fiduciary duty and unfair dealing by Symantec, and certain of
its officers who became directors of Quarterdeck, in connection with certain
conduct by Symantec following the consummation of Symantec's tender offer for
Quarterdeck's outstanding common stock, including the agreement by Symantec and
Quarterdeck to extend the termination date of the non-exclusive license granted
by Quarterdeck to Symantec to Quarterdeck's CleanSweep product from January 31,
1999 to March 31, 1999. In addition, the complaint alleges that Quarterdeck's
failure to obtain the approval of its stockholders in connection with its
initial grant of the CleanSweep license violated a provision of Delaware law
that requires stockholder approval of a sale, lease or exchange of all or
substantially all of a corporation's assets. Finally, the complaint alleges
that Quarterdeck's Schedule 14D-9 relating to the tender offer contained
materially misleading and coercive public disclosures regarding the likelihood
and impact of the delisting of Quarterdeck's common stock by Nasdaq.
The plaintiff seeks to enjoin the merger and also seeks damages in an
unspecified amount and other relief. The suit was brought by William Skeen on
behalf of all persons who were stockholders during the relevant period and seeks
certification of a class action. While Quarterdeck and Symantec believe these
claims are without merit, there can be no assurances as to the actual outcome of
this matter or its effect on the timing or consummation of the merger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the undersigned
hereunto duly authorized.
Dated: March 1, 1999 QUARTERDECK CORPORATION
By: /s/ Arthur F. Courville
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Arthur F. Courville
Vice President
