<PAGE>
As filed with the Securities and Exchange Commission on October 18, 1995
REGISTRATION NO. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
SYMANTEC CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0181864
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
______________________
10201 TORRE AVENUE
CUPERTINO, CALIFORNIA 95014
(408) 253-9600
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices )
____________________
DEREK WITTE, ESQ.
SYMANTEC CORPORATION
10201 TORRE AVENUE
CUPERTINO, CALIFORNIA 95014
(408) 253-9600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Copies to:
Jacqueline A. Daunt, Esq.
C. Kevin Kelso, Esq.
Elizabeth A. Lawrence, Esq.
Fenwick & West
Two Palo Alto Square, Suite 800
Palo Alto, California 94306
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / _____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /_____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
_____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PERSHARE (2) AGGREGATE OFFERING PRICE (2) REGISTRATION FEE (3)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 14,363,106 $24.59 $353,188,801 $36,790
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<FN>
(1) Based upon sum of the number of shares of the common stock of Delrina
Corporation ("Delrina Common Shares") outstanding on October 17, 1995
plus the number of Delrina Common Shares subject to outstanding options and
purchase rights exercisable on or before November 30, 1995, multiplied by
0.61, the exchange ratio in the combination of Delrina Corporation and the
Registrant.
(2) Calculated pursuant to Rule 457(c), based upon the average of the high and
low prices of Delrina Common Shares reported on the Nasdaq National Market
as of October 17, 1995, divided by 0.61.
(3) In accordance with Rule 457(b), registration fee reduced by $85,000, which
was the fee paid by the Registrant to the Securities and Exchange
Commission with respect to the Joint Management Information Circular and
Proxy Statement filed on August 18, 1995 with respect to this transaction.
</TABLE>
____________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PROSPECTUS
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14,363,106 Shares
SYMANTEC CORPORATION
Common Stock
____________________
EACH SHARE OF COMMON STOCK OF SYMANTEC CORPORATION, A DELAWARE CORPORATION
("SYMANTEC" OR THE "COMPANY"), OFFERED HEREBY IS ISSUABLE UPON EXCHANGE OF AN
EXCHANGEABLE SHARE (AN "EXCHANGEABLE SHARE") OF DELRINA CORPORATION, AN ONTARIO
CORPORATION ("DELRINA"), ISSUED BY DELRINA FOR DELRINA COMMON SHARES IN
CONNECTION WITH THE COMBINATION OF SYMANTEC AND DELRINA. SUCH SHARES ARE BEING
OFFERED ON A CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), DURING THE PERIOD OF TIME THAT THE
REGISTRATION STATEMENT TO WHICH THIS PROSPECTUS RELATES IS KEPT EFFECTIVE.
SYMANTEC WILL OFFER SHARES OF SYMANTEC COMMON STOCK IN EXCHANGE FOR EXCHANGEABLE
SHARES FROM TIME TO TIME. UPON SUCH EXCHANGE, HOLDERS OF EXCHANGEABLE SHARES
WILL BE ENTITLED TO RECEIVE FOR EACH EXCHANGEABLE SHARE ONE SHARE OF SYMANTEC
COMMON STOCK, PLUS AN ADDITIONAL CASH AMOUNT EQUIVALENT TO THE FULL AMOUNT OF
ALL DECLARED AND UNPAID DIVIDENDS ON SUCH EXCHANGEABLE SHARE. SEE "PLAN OF
DISTRIBUTION." ALL EXPENSES OF REGISTRATION INCURRED IN CONNECTION WITH THIS
OFFERING ARE BEING BORNE BY SYMANTEC. SYMANTEC WILL RECEIVE THE EXCHANGEABLE
SHARES EXCHANGED FOR THE SHARES OF COMMON STOCK OFFERED HEREBY. THE COMPANY'S
COMMON STOCK IS TRADED ON THE NASDAQ NATIONAL MARKET UNDER THE SYMBOL "SYMC."
ON OCTOBER 17, 1995, THE CLOSING PRICE OF THE COMPANY'S COMMON STOCK WAS
$25 PER SHARE.
____________________
SEE "RISK FACTORS" BEGINNING AT PAGE 3 HEREOF FOR A DISCUSSION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION
WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is November __, 1995.
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at certain of its
regional offices located as follows: 7 World Trade Center, Suite 1300, New
York, New York 10048; and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can also be
obtained at prescribed rates by writing to the Commission, Public Reference
Section, Washington, D.C. 20549.
The Company has filed with the Commission, Washington, D.C. 20549, a
Registration Statement on Form S-3, as amended, under the Securities Act with
respect to the shares of Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules thereto. For further information with respect to the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement and the exhibits and schedules filed therewith.
Statements contained in this Prospectus as to the contents of any contract or
any other document referred to are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference. A copy of the Registration Statement may be
inspected without charge at the offices of the Commission in Washington, D.C.
20549, and copies of all or any part of the Registration Statement may be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission, upon the payment of the fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Except to the extent modified or superseded by information contained
herein, the Company's Annual Report on Form 10-K for the year ended March 31,
1995, the Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1995 and September 30, 1995 and the Company's Form 8-A filed with the
Commission on May 24, 1989, are hereby incorporated by reference in this
Prospectus. Certain portions of the Joint Management Information Circular and
Proxy Statement (the "Joint Proxy Statement") for the Company's annual
stockholders' meeting to be held on November 20, 1995 are also incorporated by
reference in this Prospectus. See "Recent Developments." Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the termination of
this offering shall be deemed incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of any and all of the information
that has been incorporated by reference in this Prospectus (not including
exhibits to the information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the information that
this Prospectus incorporates). Requests should be directed to Ronald Kisling,
Director of International Finance, Symantec Corporation, 10201 Torre Avenue,
Cupertino, CA 95014; telephone number (408) 253-9600.
____________________________________
No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information herein is correct as of any time subsequent
to the date hereof or that there has been no change in the affairs of the
Company since such date.
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THE COMPANY
The principal executive offices of the Company are located at 10201 Torre
Avenue, Cupertino, California 95014 and its telephone number is (408) 253-9600.
RISK FACTORS
Investors should consider carefully the following factors, in addition to
the other information contained in this Prospectus, before exchanging their
Exchangeable Shares for the shares of Common Stock offered hereby.
TAXABILITY OF THE EXCHANGE
The exchange of Exchangeable Shares for shares of Symantec Common Stock is
generally a taxable event in Canada and the United States. A holder's tax
consequences can vary depending on a number of factors, including the residency
of the holder, the cause of the exchange (redemption or exchange) and the length
of time that the Exchangeable Shares were held prior to exchange.
On the exchange of an Exchangeable Share for a share of Symantec Common
Stock, a holder of an Exchangeable Share resident in Canada (as defined for
Canadian tax purposes) will generally realize a capital gain (or a capital loss)
under Canadian tax law equal to the amount by which the proceeds of disposition
of the Exchangeable Share, net of any reasonable costs of disposition, exceed
(or are less than) the adjusted cost basis to the holder of the Exchangeable
Share. For these purposes, the proceeds of disposition will be the value of a
share of Symantec Common Stock at the time of exchange plus the amount of all
unpaid dividends on the Exchangeable Share received by the holder as part of the
exchange consideration. On the redemption or retraction of an Exchangeable
Share by Delrina, holders of Exchangeable Shares who are resident in Canada will
generally be deemed to have received a dividend equal to the amount, if any, by
which the redemption proceeds exceed the paid-up capital of the Exchangeable
Share redeemed. The amount of any dividend will be subject to the tax treatment
accorded to dividends. On the redemption or retraction of an Exchangeable
Share, the holder will also be considered to have disposed of the Exchangeable
Share, but the amount of such dividend will be excluded in computing the
shareholder's proceeds of disposition for purposes of computing any capital gain
or capital loss arising on the disposition of the Exchangeable Share.
With respect to holders of Exchangeable Shares not resident in Canada, the
exchange will generally not be taxable Canadian property, provided that (a) such
shares are listed on a prescribed stock exchange, (b) the holder does not use or
hold, and is not deemed to use or hold, the shares of Symantec Common Stock in
connection with carrying on a business in Canada and (c) the holder, persons
with whom such holder does not deal at arm's length, or the holder and such
persons, has not owned (or had under option) 25% or more of the issued shares of
any class or series of the capital stock of Delrina or Symantec at any time
within five years preceding the date in question.
In accordance with the tax laws of the United States, holders of
Exchangeable Shares who are "United States persons" as defined for United States
federal income tax purposes, will, except in limited circumstances, generally
recognize gain or loss on the receipt of the shares of Symantec Common Stock in
exchange for such Exchangeable Shares. The gain or loss will be equal to the
difference between the fair market value of the shares of Symantec Common Stock
at the time of the exchange and the United States holder's tax basis in the
Exchangeable Shares. The gain or loss will generally be a capital gain or loss,
except that, with respect to any declared but unpaid dividends on the
Exchangeable Shares, ordinary income may be recognized by the holder. A capital
gain or loss will be a long-term capital gain or loss if the Exchangeable Shares
(together with the pre-conversion Delrina Common Shares) have been held for more
than one year at the time of the exchange. Under certain limited circumstances,
the exchange by a United States holder of Exchangeable Shares for shares of
Symantec Common Stock may be characterized as a tax-free exchange. In
particular, an exchange of Exchangeable Shares for shares of Symantec Common
Stock pursuant to the Redemption Call Right or Liquidation Call Right (each as
defined below), or at a time when Symantec owns at least 80% of the issued and
outstanding Exchangeable Shares, should constitute a tax-free exchange.
Holders of Exchangeable Shares are urged to consult their tax advisors with
respect to the foreign tax consequences and the United States federal, state and
local tax consequences of the exchange of their Exchangeable Shares for Symantec
Common Stock.
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<PAGE>
DIFFERENCES IN CANADA AND U.S. TRADING MARKETS
The Exchangeable Shares are conditionally approved for listing on the
Toronto Stock Exchange and the shares of Symantec Common Stock issuable upon the
exchange of Exchangeable Shares are approved for listing by the Nasdaq Stock
Market. There is no current intention to list either the Exchangeable Shares or
the shares of Symantec Common Stock on any other stock exchange in Canada or the
United States. Therefore, the price at which the Exchangeable Shares will be
traded will be based upon the market for such shares on the Toronto Stock
Exchange and the price at which the shares of Symantec Common Stock will be
traded will be based upon the market for such shares on the Nasdaq Stock Market.
Although the Company believes that the market price of the Exchangeable Shares
on the Toronto Stock Exchange and the market price of the Symantec Common Stock
on the Nasdaq Stock Market will reflect essentially equivalent values, there can
be no assurances that the market price of the Symantec Common Stock will be
identical, or even similar, to the market price attributed to the Exchangeable
Shares.
FOREIGN PROPERTY/ QUALIFIED INVESTMENT ISSUES FOR CANADIAN SHAREHOLDERS
The Exchangeable Shares, provided they are listed on a prescribed stock
exchange in Canada (which currently includes the Toronto Stock Exchange) (a)
will be qualified investments under the Canadian Tax Act for trusts governed by
registered retirement savings plans, registered retirement income funds and
deferred profit sharing plans and (b) will not be foreign property under the
Canadian Tax Act for trusts governed by registered pension plans, registered
retirement savings plans, registered retirement income funds and deferred profit
sharing plans or for certain other tax-exempt persons. The Symantec Common
Stock (a) will also be a qualified investment under the Canadian Tax Act for
trusts governed by registered retirement savings plans, registered retirement
income funds and deferred profit sharing plans, but (b) will be foreign property
under the Canadian Tax Act. Therefore, trustees of any such trusts holding
Exchangeable Shares should consult their tax advisors prior to exchanging the
Exchangeable Shares for shares of Symantec Common Stock, as the shares of
Symantec Common Stock may be an unacceptable investment for such entities, or
may subject the entity to additional taxes, fees or expenses.
USE OF PROCEEDS
Because the shares of Symantec Common Stock will be issued upon exchange of
the Exchangeable Shares, the Company will receive no net cash proceeds upon such
issuance.
PLAN OF DISTRIBUTION
EXCHANGEABLE SHARES
Pursuant to the terms of a plan of arrangement (the "Plan of Arrangement")
under section 182 of the Business Corporations Act (Ontario) (the "OBCA"),
Delrina has undergone a reorganization of capital whereby, among other things,
it authorized and issued 0.61 of an Exchangeable Share in exchange for each
existing Delrina Common Share (other than Delrina Common Shares held by holders
who properly exercised their rights of dissent and are ultimately entitled to be
paid fair value for their shares) at the effective time (the "Effective Time")
of the combination of Delrina and Symantec (the "Combination").
Symantec Common Stock may be issued to holders of Exchangeable Shares as
follows: (i) holders of Exchangeable Shares may require at any time that such
shares be exchanged for an equivalent number of shares of Symantec Common Stock.
See "-- Procedures for Issuance of Symantec Common Stock -- Election by Holders
to Exchange Exchangeable Shares;" (ii) Delrina or Symantec may redeem such
Exchangeable Shares by exchanging therefor an equal number of shares of Symantec
Common Stock. See "-- Procedures for Issuance of Symantec Common Stock --
Redemption of Exchangeable Shares;" and (iii) upon liquidation of Symantec or
Delrina, holders of Exchangeable Shares may be required to, or may elect to,
exchange such Exchangeable Shares for shares of Symantec Common Stock. See "--
Procedures for Issuance of Symantec Common Stock -- Liquidation." No broker,
dealer or underwriter has been engaged in connection with the offering of the
Symantec Common Stock covered hereby.
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<PAGE>
PROCEDURES FOR ISSUANCE OF SYMANTEC COMMON STOCK
ELECTION BY HOLDERS TO EXCHANGE EXCHANGEABLE SHARES. Holders of the
Exchangeable Shares are entitled to retract (i.e. require Delrina to redeem) any
or all such Exchangeable Shares owned by them and to receive an equivalent
number of shares of Symantec Common Stock plus an additional amount equivalent
to all declared and unpaid dividends on such Exchangeable Shares. Holders of
the Exchangeable Shares may effect such retraction by presenting to Delrina or
its transfer agent (i) the certificate or certificates representing the
Exchangeable Shares the holder desires to retract, (ii) a duly executed
statement specifying the number of Exchangeable Shares the holder wishes to
retract and the business day upon which the holder desires to receive the
Symantec Common Stock, which day must be between five and ten business days
after the request is received by Delrina (the "Retraction Date"), and (iii) such
other documents as may be required to effect the retraction of the Exchangeable
Shares (the "Retraction Request").
Upon receipt of the Exchangeable Shares, the Retraction Request and other
required documentation, Delrina must immediately notify Symantec of such
Retraction Request. Symantec will thereafter have two business days in which to
exercise its overriding right (the "Retraction Call Right") to purchase all such
Exchangeable Shares by the delivery of an equivalent number of shares of
Symantec Common Stock plus an additional amount equivalent to the full amount of
all declared and unpaid dividends on the Exchangeable Shares (the "Retraction
Price") to the transfer agent for delivery to such holder on the Retraction
Date. A holder of Exchangeable Shares may withdraw its Retraction Request by
giving written notice to Delrina before the close of business on the business
day immediately preceding the Retraction Date. A withdrawal of a Retraction
Request will also revoke the Retraction Call Right of Symantec. In the event
Symantec determines not to exercise its Retraction Call Right and provided that
the Retraction Request is not revoked by the holder of the Exchangeable Shares,
Delrina is obligated to deliver the Retraction Price to the holder by the
Retraction Date. If only a part of the Exchangeable Shares represented by any
certificate are redeemed, a new certificate for the balance of such Exchangeable
Shares will be issued to the holder at Delrina's expense.
REDEMPTION OF EXCHANGEABLE SHARES. Subject to applicable law and the
Redemption Call Right of Symantec described below, seven years after the
Effective Time or such later date as specified by the Delrina Board of
Directors, or such earlier date as specified by the Delrina Board of Directors
if there are fewer than 500,000 Exchangeable Shares outstanding (other than
Exchangeable Shares held by Symantec and entities controlled by Symantec and
subject to adjustments to such number of shares to reflect permitted changes to
Exchangeable Shares) (the "Automatic Redemption Date"), Delrina must redeem all,
but not less than all, of the then outstanding Exchangeable Shares in exchange
for an equal number of shares of Symantec Common Stock, plus an additional
amount equivalent to the full amount of all declared and unpaid dividends on
such Exchangeable Shares (the "Redemption Price"). Notwithstanding any proposed
redemption of the Exchangeable Shares by Delrina, Symantec will have the
overriding right (the "Redemption Call Right") to purchase unilaterally on the
Automatic Redemption Date all, but not less than all, of the outstanding
Exchangeable Shares at the Redemption Price in exchange for one share of
Symantec Common Stock for each such Exchangeable Share, plus an additional
amount equivalent to the full amount of declared and unpaid dividends on such
Exchangeable Share.
Delrina shall, at least 120 days before the Automatic Redemption Date,
provide the registered holders of Exchangeable Shares with written notice of the
proposed redemption of the Exchangeable Shares by Delrina. On or after the
Automatic Redemption Date, upon the holder's presentation and surrender of the
certificates representing the Exchangeable Shares and such other documents as
may be required at the office of the transfer agent or the registered office of
Delrina, Delrina will deliver the Redemption Price to the holder at the address
of the holder recorded in the securities register or by holding the Redemption
Price for pick up by the holder at the registered office of Delrina or the
office of the transfer agent as specified in the written notice.
LIQUIDATION OF DELRINA. Upon the occurrence of a Delrina Insolvency Event
(as described below), holders of the Exchangeable Shares have preferential
rights to receive from Delrina one share of Symantec Common Stock for each
Exchangeable Share they hold, plus an additional amount equivalent to the full
amount of any declared and unpaid dividends on each such Exchangeable Share (the
"Liquidation Amount"). In the event of a proposed Delrina Insolvency Event,
Symantec has the right to purchase all of the outstanding Exchangeable Shares
from the holders
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<PAGE>
thereof at the effective time of any such liquidation, dissolution, or winding-
up in exchange for the Liquidation Amount. A "Delrina Insolvency Event" is any
insolvency or bankruptcy proceeding instituted by or against Delrina, including
any such proceeding under the COMPANIES' CREDITORS ARRANGEMENT ACT (Canada) and
the BANKRUPTCY AND INSOLVENCY ACT (Canada), the admission in writing by Delrina
of its inability to pay its debts generally as they become due and the inability
of Delrina, as a result of solvency requirements of applicable law, to redeem
any Exchangeable Shares tendered for retraction.
On or after the effective date of liquidation, dissolution or winding-up,
and subject to the exercise by Symantec of its right (the "Liquidation Call
Right") to purchase the Exchangeable Shares in exchange for the Liquidation
Amount, a holder of Exchangeable Shares has two options. The holder may
surrender certificates representing such Exchangeable Shares, together with such
other documents as may be required, to Delrina's registered office or the office
of the transfer agent. Upon receipt of the certificates and other documents,
Delrina will deliver the Liquidation Amount to such holder at the address
recorded in the securities register or by holding the Liquidation Amount for
pick up by the holder at Delrina's registered office or the office of the
transfer agent, as specified by Delrina in a notice to such holders. The second
alternative is that the holder may exercise its exchange right by requiring
Symantec to purchase the Exchangeable Shares in exchange for the Liquidation
Amount and delivering to The R-M Trust Company, as trustee, (i) the
certificates, duly endorsed in blank, (ii) a duly completed form of notice of
exercise of such exchange right, which is contained on the reverse of, or
attached to, the Exchangeable Share certificates and (iii) any other required
documents.
LIQUIDATION OF SYMANTEC. Upon the occurrence of a Symantec Liquidation
Event (as described below), in order for the holders of the Exchangeable Shares
to participate on a pro rata basis with the holders of Symantec Common Stock,
each holder of Exchangeable Shares will automatically receive in exchange
therefor an equivalent number of shares of Symantec Common Stock, plus an
additional amount equivalent to the full amount of any declared and unpaid
dividends on such Exchangeable Shares. A "Symantec Liquidation Event" means
(i) any determination by Symantec's Board of Directors to institute voluntary
liquidation, dissolution, or winding-up proceedings with respect to Symantec or
to effect any other distribution of assets of Symantec among its stockholders
for the purpose of winding up its affairs; or (ii) immediately upon the earlier
of (A) receipt by Symantec of notice of, and (B) Symantec becoming aware of any
threatened or instituted claim, suit or proceedings with respect to the
involuntary liquidation, dissolution or winding-up of Symantec or to effect any
other distribution of assets of Symantec among its stockholders for the purpose
of winding up its affairs.
To effect the automatic exchange of Exchangeable Shares for shares of
Symantec Common Stock, Symantec will deem each Exchangeable Share to be
exchanged for the Liquidation Amount on the fifth business day prior to the
effective date of the Symantec Liquidation Event. Upon a holder's request and
surrender of Exchangeable Share certificates, duly endorsed in blank and
accompanied by such instruments of transfer as Symantec may reasonably require,
Symantec will deliver to such holder, certificates representing an equivalent
number of shares of Symantec Common Stock.
RECENT DEVELOPMENTS
The financial statements of Delrina at June 30, 1994 and 1995 and for each
of the three fiscal years in the period ended June 30, 1995, and the
accompanying notes, are incorporated herein by reference to "Delrina Financial
Statements" at pages F-1 through F-16 of the Joint Proxy Statement. Unaudited
pro forma combined financial statements and accompanying notes for the Company
and Delrina are incorporated herein by reference to "Pro Forma Financial
Information" at pages 15 through 21 of the Joint Proxy Statement.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company by Fenwick & West, Two Palo Alto Square,
Palo Alto, California 94306.
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<PAGE>
EXPERTS
The consolidated financial statements of Delrina incorporated by reference
herein have been audited by Price Waterhouse, Chartered Accountants, independent
auditors, as set forth in their report incorporated by reference herein, and are
incorporated by reference herein in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Symantec incorporated by reference
herein as of March 31, 1995 and 1994 and for each of the three years in the
period ended March 31, 1995, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference herein
which, as to fiscal 1993 is based in part on the report of KPMG Peat Marwick
LLP, independent accountants, as it relates to Fifth Generation Systems, Inc.'s
consolidated financial statements for the year ended December 31, 1992, which
are included in the Company's Annual Report on Form 10-K for the year ended
March 31, 1995. Such consolidated financial statements referred to above are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing. The report of
Ernst & Young LLP insofar as it relates to amounts included for Fifth Generation
is based solely upon the report of KPMG Peat Marwick LLP. The report of KPMG
Peat Marwick LLP referred to above contains an explanatory paragraph that states
that Fifth Generations' recurring losses and maturity of long term debt raise
substantial doubt about Fifth Generations' ability to continue as a going
concern. The consolidated financial statements do not include any adjustments
that might result from the outcome of that uncertainty.
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<PAGE>
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SYMANTEC CORPORATION
14,363,106 Shares of
Common Stock
___________________
PROSPECTUS
___________________
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Registrant in connection with this
offering are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee. . . . . . . . . . $36,790
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . 25,000
Legal fees and expenses. . . . . . . . . . . . . . . . . . . . . . . . 15,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,210
-------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $80,000
-------
-------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach or
alleged breach of their duty of care. The Registrant also maintains a limited
amount of director and officer insurance. In addition, as permitted by Section
145 of the Delaware General Corporation Law, the Bylaws of the Registrant
provide that: (i) the Registrant is required to indemnify its directors,
officers and employees, and persons serving in such capacities in other business
enterprises (including, for example, subsidiaries of the Registrant) at the
Registrant's request, to the fullest extent permitted by Delaware law, including
those circumstances in which indemnification would otherwise be discretionary;
(ii) the Registrant is required to advance expenses, as incurred, to such
directors, officers and employees in connection with defending a proceeding
(except that it is not required to advance expenses to a person against whom the
Registrant brings a claim for breach of the duty of loyalty, failure to act in
good faith, intentional misconduct, knowing violation of law or deriving an
improper personal benefit); (iii) the rights conferred in the Bylaws are not
exclusive and the Registrant is authorized to enter into indemnification
agreements with such directors, officers and employees; (iv) the Registrant is
required to maintain director and officer liability insurance to the extent
reasonably available; and (v) the Registrant may not retroactively amend the
Bylaw provisions in a way that is adverse to such directors, officers and
employees.
The Registrant's policy is to enter into indemnity agreements with each of
its directors and officers that provide the maximum indemnity allowed to
directors by Section 145 of the Delaware General Corporation Law and the Bylaws,
as well as certain additional procedural protections. In addition, the
indemnity agreements provide that directors and officers will be indemnified to
the fullest possible extent not prohibited by law against all expenses
(including attorney's fees) and settlement amounts paid or incurred by them in
any action or proceeding, including any derivative action by or in the right of
the Registrant, on account of their services as directors and officers of the
Registrant or as directors or officers of any other company or enterprise when
they are serving in such capacities at the request of the Registrant. No
indemnity will be provided, however, to any director or officer on account of
conduct that is adjudicated to be knowingly fraudulent, deliberately dishonest
or willful misconduct. The indemnity agreements also provide that no
indemnification will be available if a final court adjudication determines that
such indemnification is not lawful, or in respect of any accounting of profits
made from the purchase or sale of securities of the Registrant in violation of
Section 16(b) of the Exchange Act.
The indemnification provision in the Bylaws, and the indemnity agreements
entered into between the Registrant and its directors and officers, may be
sufficiently broad to permit indemnification of the Registrant's officers and
directors for liabilities arising under the Securities Act.
II-1
<PAGE>
ITEM 16. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference:
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
4.01 -- Form of Restated Certificate of Incorporation of the Registrant
(incorporated herein by reference to Annex G to the Joint Proxy
Statement originally filed on August 18, 1995).
4.02 -- Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.02 of the Registrant's Registration Statement on
Form S-1, Registration No. 33-28655 originally filed on May 19,
1989).
4.03 -- Section 9 of the Note Purchase Agreement dated April 2, 1993, by
and among the Registrant and Morgan Guaranty Trust Company, as
Trustee of a Commingled Pension Trust Fund, J.P. Morgan
Investment Management Inc., as Investment Manager for an
Institutional Investor, and The Northwestern Mutual Life
Insurance Company (incorporated herein by reference to
Exhibit 4.04 on Form 10-K for the fiscal year ended April 2,
1993).
4.04 -- Section 2 of the Registration Rights Agreement dated June 2,
1993, by and among the Registrant, Edison Venture Fund II, L.P.
and Edison Venture Fund II-PA, L.P. (incorporated herein by
reference to Exhibit 10.31 on Form 10-Q for the fiscal quarter
ended July 2, 1993).
5.01 -- Opinion of Fenwick & West regarding the legality of the
securities being issued.
23.01 -- Consent of Ernst & Young LLP, independent auditors.
23.02 -- Consent of KPMG Peat Marwick LLP.
23.03 -- Consent of Price Waterhouse, Chartered Accountants.
23.04 -- Consent of Fenwick & West (included in Exhibit 5.01).
24.01 -- Power of Attorney (see page II-4).
____________________
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act"); (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; PROVIDED, HOWEVER, that (i) and (ii)
do not apply if the information required to be included in a post-effective
amendment thereby is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
II-2
<PAGE>
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
[THE REST OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]
II-3
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Robert R.B. Dykes his true and lawful attorney-
in-fact and agent with full power of substitution, for him and his name, place
and stead, in any and all capacities, to sign and to file the same, with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done or by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cupertino, State of California, on the 18th day of
October, 1995.
SYMANTEC CORPORATION
By: /s/ Robert R.B. Dykes
----------------------------------------------------
Robert R.B. Dykes, Executive Vice President,
Worldwide Operations and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------ --------------------- ----------------
CHIEF EXECUTIVE OFFICER:
/s/ Gordon E. Eubanks, Jr. President, Chief Executive October 18, 1995
- --------------------------- Officer and Director
Gordon E. Eubanks, Jr.
CHIEF FINANCIAL OFFICER:
/s/ Robert R.B. Dykes Executive Vice President/ October 18, 1995
- --------------------------- Worldwide Operations
Robert R. B. Dykes & Chief Financial Officer
CHIEF ACCOUNTING
OFFICER:
/s/ Howard A. Bain III Vice President/Finance and October 18, 1995
- --------------------------- Chief Accounting Officer
Howard A. Bain III
ADDITIONAL DIRECTORS:
/s/ Carl D. Carman Chairman of the Board October 18, 1995
- ---------------------------
Carl D. Carman
/s/ Charles M. Boesenberg Director October 18, 1995
- ---------------------------
Charles M. Boesenberg
II-4
<PAGE>
/s/ Walter W. Bregman Director October 18, 1995
- ---------------------------
Walter W. Bregman
Director
- ---------------------------
Robert S. Miller
Director
- ---------------------------
Leslie L. Vadasz
II-5
<PAGE>
EXHIBIT INDEX
Document Page
- -------- ----
4.01 -- Form of Restated Certificate of Incorporation of
the Registrant (incorporated herein by reference
to Annex G to the Joint Proxy Statement originally
filed on August 18, 1995).
4.02 -- Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3.02 of the Registrant's
Registration Statement on Form S-1, Registration
No. 33-28655 originally filed on May 19, 1989).
4.03 -- Section 9 of the Note Purchase Agreement dated
April 2, 1993, by and among the Registrant and
Morgan Guaranty Trust Company, as Trustee of a
Commingled Pension Trust Fund, J.P. Morgan
Investment Management Inc., as Investment Manager
for an Institutional Investor, and The
Northwestern Mutual Life Insurance Company
(incorporated herein by reference to Exhibit 4.04
on Form 10-K for the fiscal year ended April 2,
1993).
4.04 -- Section 2 of the Registration Rights Agreement
dated June 2, 1993, by and among the Registrant,
Edison Venture Fund II, L.P. and Edison Venture
Fund II-PA, L.P. (incorporated herein by reference
to Exhibit 10.31 on Form 10-Q for the fiscal
quarter ended July 2, 1993).
5.01 -- Opinion of Fenwick & West regarding the legality
of the securities being issued.
23.01 -- Consent of Ernst & Young LLP, independent auditors.
23.02 -- Consent of KPMG Peat Marwick LLP.
23.03 -- Consent of Price Waterhouse, Chartered Accountants.
23.04 -- Consent of Fenwick & West (included in Exhibit 5.01).
24.01 -- Power of Attorney (see page II-4).
<PAGE>
EXHIBIT 5.01
October 18, 1995
Symantec Corporation
10201 Torre Avenue
Cupertino, California 95014
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3 to
be filed with the Securities and Exchange Commission on or about October 18,
1995 (the "REGISTRATION STATEMENT") in connection with the registration under
the Securities Act of 1933, as amended, of 14,363,106 shares of your Common
Stock (the "STOCK"). The Stock is to be exchanged for the non-voting
Exchangeable Shares of Delrina Corporation, an Ontario corporation, as described
in the Registration Statement.
As your counsel, we have examined the proceedings relating to the issuance
of the Stock. It is our opinion that upon issuance as described in the
Registration Statement, the Stock will be legally and validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement, the Prospectus constituting a part thereof and any amendments
thereto.
Very truly yours,
FENWICK & WEST
<PAGE>
EXHIBIT 23.01
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of Symantec
Corporation for the registration of 14,363,106 shares of its common stock and to
the incorporation by reference therein of our report dated April 21, 1995 with
respect to the consolidated financial statements and schedule of Symantec
Corporation included in its Annual Report (Form 10-K) for the year ended
March 31, 1995 filed with the Securities and Exchange Commission and with
respect to the consolidated financial statements of Symantec Corporation for
the year ended March 31, 1995 included in the Joint Management Information
Circular and Proxy Statement for Symantec's annual stockholders' meeting to be
held on November 20, 1995.
ERNST & YOUNG LLP
San Jose, California
October 12, 1995
<PAGE>
EXHIBIT 23.02
CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS
The Board of Directors
Symantec Corporation
We consent to incorporation by reference in the registration statements on
Form S-3 to be filed by Symantec Corporation of our report dated August 6, 1993,
relating to the consolidated balance sheets of Fifth Generation Systems, Inc.
and subsidiaries as of December 31, 1992, and the related consolidated
statements of operations, stockholders' equity, and cash flows for the year then
ended, and the financial statement schedule No. II which report appears in the
March 31, 1995 annual report on Form 10-K of Symantec Corporation.
Our report dated August 6, 1993, contains an explanatory paragraph that states
that substantially all of the Company's debt matured May 15, 1993 and one half
of the redeemable preferred stock is redeemable June 30, 1993. In addition, the
Company suffered substantial losses from operations for the year ended
December 31, 1992. These situations raise substantial doubt about the entity's
ability to continue as a going concern. The consolidated financial statements
and the financial statement schedule No. II do not include any adjustments
relating to the recoverability and classification of reported asset amounts or
the amounts and classification of liabilities that might result from the outcome
of that uncertainty.
We also consent to the reference to our firm under the heading "Experts" in the
prospectus.
KPMG PEAT MARWICK LLP
October 12, 1995
Baton Rouge, Louisiana
<PAGE>
EXHIBIT 23.03
CONSENT OF PRICE WATERHOUSE, CHARTERED ACCOUNTANTS
The Board of Directors
Symantec Corporation
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Symantec
Corporation dated on or about October 18, 1995, of our report dated
August 8, 1995, relating to the consolidated balance sheets of Delrina
Corporation as at June 30, 1995 and 1994, and the related consolidated
statements of operations, retained earnings (deficit) and changes in financial
position for the years ended June 30, 1995, 1994 and 1993. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE
Toronto, Canada
October 18, 1995
