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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 17, 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 Stipulation and Agreement of Compromise and Settlement, dated March
11, 1999, was entered into by the parties in connection with a complaint filed
in the Court of Chancery of the State of Delaware, County of New Castle, on
February 24, 1999, by William M. Skeen, a Quarterdeck Corporation common
stockholder, against Quarterdeck, Symantec Corporation, Oak Acquisition
Corporation and current and former directors of Quarterdeck alleging breaches of
fiduciary duty of loyalty by Symantec and Quarterdeck's current and former
directors in connection with the proposed merger of Oak with and into
Quarterdeck. The claims in the complaint were brought as a class action. The
plaintiff filed an Amended Complaint on March 3, 1999, repeating the allegations
in his initial complaint and adding allegations that the Information Statement
of Quarterdeck dated February 26, 1999 did not provide sufficient information
for reasonable Quarterdeck stockholders to make an informed assessment of
whether to demand appraisal in connection with the merger. A hearing to
determine whether the proposed settlement should be approved by the Court is
scheduled for May 3, 1999.
As part of the settlement, on March 15, 1999, Quarterdeck mailed to all
stockholders of record on February 16, 1999, a supplement to the Information
Statement setting forth additional disclosures in connection with Quarterdeck's
special meeting scheduled to be held on March 29, 1999. The supplement is
included as part of the definitive Information Statement filed with the
Securities and Exchange Commission.
At the March 29, 1999 special meeting, Symantec will have a sufficient
number of shares to vote to approve the merger and is obligated to vote in favor
of the merger. Quarterdeck currently anticipates that the merger will be
consummated on March 29, 1999, or as promptly as practicable thereafter.
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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 17, 1999 QUARTERDECK CORPORATION
By: /s/ Arthur F. Courville
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Arthur F. Courville
Vice President
