<PAGE>
As filed with the Securities and Exchange Commission on November 16, 1995
REGISTRATION NO. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
AMENDMENT NO. 2
TO
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>
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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(4)
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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.
(4) Fee previously paid upon filing of Registration Statement on Form S-3 on
October 18, 1995.
</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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<PAGE>
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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 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 17, 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 method of the exchange (redemption or exchange), the length
of time that the Exchangeable Shares were held prior to exchange and the
percentage of the total number of outstanding Exchangeable Shares held by
Symantec immediately after the exchange. See "INCOME TAX CONSIDERATIONS."
CANADIAN TAX CONSEQUENCES. On the exchange of an Exchangeable Share with
Symantec for a share of Symantec Common Stock, a holder of an Exchangeable Share
resident in Canada (as defined for Canadian tax purposes) and to whom the
Exchangeable Shares are capital property 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 base to the holder
of the Exchangeable Share. For these purposes, the proceeds of disposition will
be the fair market value of a share of Symantec Common Stock at the time of
exchange plus the amount of all accrued but unpaid dividends on the Exchangeable
Share received by the holder as part of the exchange consideration. On the
redemption (including pursuant to a retraction) of an Exchangeable Share by
Delrina, holders of Exchangeable Shares who are resident in Canada and to whom
the Exchangeable Shares are capital property 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 deemed 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 deemed 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 (for
Canadian tax purposes), such holders will not be subject to Canadian tax on the
exchange of an Exchangeable Share for a share of Symantec Common Stock, except
to the extent of a deemed dividend arising on a redemption of Exchangeable
Shares by Delrina (including pursuant to a refraction), provided the
Exchangeable Shares are not taxable Canadian property. The Exchangeable Shares
will 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 Exchangeable Shares 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 at any time within five years preceding the date in
question.
U.S. TAX CONSEQUENCES. 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
3
<PAGE>
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 TAX CONSEQUENCES OF THE EXCHANGE OF THEIR EXCHANGEABLE SHARES FOR
SYMANTEC COMMON STOCK.
SEE "INCOME TAX CONSIDERATIONS."
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
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 Income Tax Act (Canada) (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, provided they remain listed on the Nasdaq Stock
Market (or are listed on certain other stock exchanges) (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.
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.
DESCRIPTION OF SYMANTEC SHARE CAPITAL
The share capital of the Company is as described below.
SYMANTEC COMMON STOCK
Shares of Symantec Common Stock have a par value of US$0.01 per share. The
holders of Symantec Common Stock are entitled to one vote for each share held of
record on all matters
4
<PAGE>
submitted to a vote of stockholders. Cumulative voting for the election of
directors is not authorized by Symantec's Restated Certificate of Incorporation.
The holders of Symantec Common Stock are entitled to receive such dividends as
may be declared by the Symantec Board of Directors out of funds legally
available therefor and are entitled upon any liquidation, dissolution or
winding-up of Symantec to receive rateably the net assets of Symantec available
for distribution. No pre-emptive rights, conversion rights, redemption rights or
sinking fund provisions are applicable to the Symantec Common Stock, and there
are no dividends in arrears on defaults.
SYMANTEC PREFERRED STOCK
Shares of Symantec Preferred Stock have a par value of US$0.01 per share.
One million shares of Preferred Stock are authorized, and no shares are issued
and outstanding. The Symantec Board of Directors is authorized to provide for
the issuance of shares of Preferred Stock in one or more series, and to
establish from time to time the number of shares to be included in each such
series, to fix the designation, powers, preferences and rights of the shares of
each such series and any qualifications, limitations or restrictions thereof.
SYMANTEC SPECIAL VOTING STOCK
A single share of Symantec Special Voting Stock (the "Voting Share") has
been authorized for issuance and a single share is outstanding having a par
value of US$1.00 per share. Except as otherwise required by law or the Symantec
Restated Certificate of Incorporation, the Voting Share possesses a number of
votes equal to the number of outstanding Exchangeable Shares from time to time
not owned by Symantec or any entity controlled by Symantec for the election of
directors and on all other matters submitted to a vote of stockholders of
Symantec. The holders of Symantec Common Stock and the holder of the Voting
Share vote together as a single class on all matters, except as may be required
by applicable law. In the event of any liquidation, dissolution or winding-up of
Symantec, the holder of the Voting Share will not be entitled to receive any
assets of Symantec available for distribution to its stockholders. The holder of
the Voting Share is not entitled to receive dividends. Pursuant to the
Combination Agreement, the Voting Share was issued to the Trustee appointed
under the Voting and Exchange Trust Agreement. At such time as the Voting Share
has no votes attached to it because there are no Exchangeable Shares outstanding
not owned by Symantec or an entity controlled by Symantec, and there are no
shares of stock, debt, options or other agreements of Delrina that could give
rise to the issuance of any Exchangeable Shares to any person (other than
Symantec or an entity controlled by Symantec), the Voting Share will be
cancelled.
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) (the "Arrangement") 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
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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.
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. Symantec intends to
exercise its Retraction Call Right with respect to each Retraction Request. See
"INCOME TAX CONSIDERATIONS." In the event Symantec is not able to exercise its
Retraction Call Right, holders of Exchangeable Shares requesting retraction and
exchange for Symantec Common Stock will very likely be subject to significantly
increased tax liability on the exchange. See "INCOME TAX CONSIDERATIONS."
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.
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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 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
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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.
INCOME TAX CONSIDERATIONS
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
In the opinion of Osler, Hoskin & Harcourt, counsel for Delrina, the
following is a summary of the principal Canadian federal income tax
considerations generally applicable to Delrina shareholders who, for purposes of
the Canadian Tax Act, hold their Exchangeable Shares and will hold their shares
of Symantec Common Stock as capital property and deal at arm's length with
Delrina and Symantec. This summary does not apply to a holder with respect to
whom Symantec is a foreign affiliate within the meaning of the Canadian Tax Act.
Certain recent amendments to the Canadian Tax Act (the "mark-to-market
rules") relating to financial institutions (including certain financial
institutions, registered securities dealers and corporations controlled by one
or more of the foregoing) will deem such financial institutions not to hold
their Exchangeable Shares and shares of Symantec Common Stock as capital
property for purposes of the Canadian Tax Act. Shareholders that are financial
institutions should consult their own tax advisors to determine the tax
consequences to them of the application of the mark-to-market rules. In
addition, all shareholders should consult their own tax advisors as to whether,
as a matter of fact, they hold their Exchangeable Shares and will hold their
shares of Symantec Common Stock as capital property for purposes of the Canadian
Tax Act.
This summary is based on the current provisions of the Canadian Tax Act, the
Regulations thereunder, the current provisions of the Canada-United States
Income Tax Convention (the "Tax Treaty"), the third Protocol amending the Tax
Treaty ratified November 9, 1995 (the "Protocol") and counsel's understanding of
the current administrative practices of Revenue Canada, Customs, Excise and
Taxation ("Revenue Canada"). This summary takes into account the amendments to
the Canadian Tax Act and Regulations publicly announced by the Minister of
Finance prior to the date hereof (the "Proposed Amendments") and assumes that
all such Proposed Amendments will be enacted in their present form, subject to
counsel's understanding of certain modifications thereto confirmed by the
Department of Finance. However, no assurances can be given that the Proposed
Amendments will be enacted in the form proposed, or at all.
Except for the foregoing, this summary does not take into account or
anticipate any changes in law, whether by legislative, administrative or
judicial decision or action, nor does it take into account provincial,
territorial or foreign income tax legislation or considerations, which may
differ from the Canadian federal income tax considerations described herein.
WHILE THIS SUMMARY IS INTENDED TO ADDRESS ALL PRINCIPAL CANADIAN FEDERAL
INCOME TAX CONSIDERATIONS, IT IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO
BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL, BUSINESS OR TAX ADVICE TO ANY
PARTICULAR SHAREHOLDER. THEREFORE, SUCH HOLDERS SHOULD CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THEIR PARTICULAR CIRCUMSTANCES. NO ADVANCE INCOME TAX
RULING HAS BEEN OBTAINED FROM REVENUE CANADA TO CONFIRM THE TAX CONSEQUENCES OF
ANY OF THE TRANSACTIONS DESCRIBED HEREIN.
For purposes of the Canadian Tax Act, all amounts relating to the
acquisition, holding or disposition of shares of Symantec Common Stock,
including dividends, adjusted cost base and proceeds of disposition must be
converted into Canadian dollars based on the prevailing United States dollar
exchange rate at the time such amounts arise.
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SHAREHOLDERS RESIDENT IN CANADA
The following portion of the summary is applicable to holders of
Exchangeable Shares who exchange such shares for shares of Symantec Common Stock
and who, for purposes of the Canadian Tax Act, are resident or deemed to be
resident in Canada.
REDEMPTION OR EXCHANGE OF EXCHANGEABLE SHARES.
On the redemption (including a retraction) of an Exchangeable Share by
Delrina, the holder of an Exchangeable Share will be deemed to have received a
dividend equal to the amount, if any, by which the redemption proceeds (the fair
market value at the time of the redemption of the share of Symantec Common Stock
received by the shareholder from Delrina on the redemption plus the amount, if
any, of all accrued but unpaid dividends on the Exchangeable Share) exceeds the
paid-up capital at that time of the Exchangeable Share so redeemed. The amount
of any such deemed dividend will be subject to the tax treatment accorded to
dividends as described below. On the redemption, the holder of an Exchangeable
Share will also be considered to have disposed of the Exchangeable Share, but
the amount of such deemed 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. In the
case of a shareholder that is a corporation, in some circumstances the amount of
any such deemed dividend may be treated as proceeds of disposition and not as a
dividend.
On the exchange of an Exchangeable Share by the holder thereof with Symantec
for a share of Symantec Common Stock, the holder will in general realize a
capital gain (or a capital loss) 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 base to the holder of
the Exchangeable Share. For these purposes, the proceeds of disposition will be
the fair market value of a share of Symantec Common Stock at the time of
exchange plus the amount of all accrued but unpaid dividends on the Exchangeable
Share received by the holder as part of the exchange consideration.
Three-quarters of any such capital gain (the "taxable capital gain") will be
included in the shareholder's income for the year of disposition. Three-quarters
of any capital loss so realized (the "allowable capital loss") may be deducted
by the holder against taxable capital gains for the year of disposition. Any
excess of allowable capital losses over taxable capital gains of the shareholder
for the year of disposition may be carried back up to three taxation years or
forward indefinitely and deducted against net taxable capital gains in those
other years.
A shareholder that is throughout the relevant taxation year a
"Canadian-controlled private corporation" (as defined in the Canadian Tax Act)
may be liable to pay an additional refundable tax of 6 2/3% on its "aggregate
investment income" for the year, which is defined to include an amount in
respect of taxable capital gains (but not dividends or deemed dividends
deductible in computing taxable income). This new tax will apply to taxation
years that end after June 1995 and will be pro-rated for taxation years that
begin before July 1995 and end after June 1995.
If the holder of an Exchangeable Share is a corporation, the amount of any
capital loss arising from a disposition or deemed disposition of an Exchangeable
Share may be reduced by the amount of dividends received or deemed to have been
received by it on such share or on the Delrina Common Shares previously owned by
such holder, to the extent and under circumstances prescribed by the Canadian
Tax Act. Similar rules may apply where a corporation is a member of a
partnership or a beneficiary of a trust that owns Exchangeable Shares, or where
a trust or partnership of which a corporation is a beneficiary or a member is a
member of a partnership or a beneficiary of a trust that owns Exchangeable
Shares.
The cost base of a share of Symantec Common Stock received on the
retraction, redemption or exchange of an Exchangeable Share will be equal to the
fair market value of the share of Symantec Common Stock at the time of such
event.
Because of the existence of the Retraction Call Right, a holder exercising
the right of retraction in respect of an Exchangeable Share cannot control
whether such holder will receive a share of Symantec
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Common Stock by way of redemption of the Exchangeable Share by Delrina or by way
of purchase of the Exchangeable Share by Symantec. As described above, the
Canadian federal income tax consequences of a redemption differ from those of a
purchase. However a holder who exercises the right of retraction will be
notified if the Retraction Call Right will not be exercised by Symantec, and if
such holder does not wish to proceed, such holder may cancel the notice of
retraction and retain such holder's Exchangeable Share.
DIVIDENDS ON EXCHANGEABLE SHARES. In the case of a shareholder who is an
individual, dividends received or deemed to be received on the Exchangeable
Shares will be included in computing the shareholder's income, and will be
subject to the gross-up and dividend tax credit rules normally applicable to
taxable dividends received from taxable Canadian corporations.
The Exchangeable Shares will be "taxable preferred shares" and "short-term
preferred shares" for purposes of the Canadian Tax Act. Accordingly, Delrina
will be subject to a 66 2/3% tax under Part VI.1 of the Canadian Tax Act on
dividends paid or deemed to be paid on the Exchangeable Shares. Dividends
received or deemed to be received on the Exchangeable Shares will not be subject
to the 10% tax under Part IV.1 of the Canadian Tax Act applicable to certain
corporations.
If Symantec or any person with whom Symantec does not deal at arm's length
is a "specified financial institution" under the Canadian Tax Act at a point in
time that a dividend is paid on an Exchangeable Share, then, subject to the
exemption described below, dividends received or deemed to be received by a
shareholder that is a corporation will not be deductible in computing taxable
income but will be fully includable in taxable income under Part I of the
Canadian Tax Act. Such dividend will not be subject to tax under Part IV of the
Canadian Tax Act. A corporation will generally be a specified financial
institution for these purposes if it is a bank, a trust company, a credit union,
an insurance corporation or a corporation whose principal business is the
lending of money to persons with whom the corporation is dealing at arm's length
or the purchasing of debt obligations issued by such persons or a combination
thereof, and corporations controlled by or related to such entities. Symantec
has informed counsel that it is of the view that neither it nor any person with
whom it does not deal at arm's length is a specified financial institution at
the current time but there can be no assurances that this status will not change
prior to any dividend which is received or deemed to be received by a corporate
shareholder.
This denial of the dividend deduction for a corporate shareholder will not
in any event apply if at the time a dividend is received or deemed to be
received, the Exchangeable Shares are listed on a prescribed stock exchange
(which currently includes the Toronto Stock Exchange (the "TSE")), Symantec
controls Delrina, and the recipient (together with persons with whom the
recipient does not deal at arm's length or any partnership or trust of which the
recipient or person is a member or beneficiary, respectively) does not receive
dividends on more than 10% of the issued and outstanding Exchangeable Shares.
Subject to the foregoing, in the case of a shareholder that is a
corporation, other than a "specified financial institution" as defined in the
Canadian Tax Act, dividends received or deemed to be received on the
Exchangeable Shares will normally be deductible in computing its taxable income.
In the case of a shareholder that is a specified financial institution, such
a dividend will be deductible in computing its taxable income only if either:
(i) the specified financial institution did not acquire the Exchangeable
Shares in the ordinary course of the business carried on by such
institution; or
(ii) at the time of the receipt of the dividend by the specified financial
institution, the Exchangeable Shares are listed on a prescribed stock
exchange in Canada (which currently includes the TSE) and the specified
financial institution, either alone or together with persons with whom it
does not deal at arm's length, does not receive (or is not deemed to
receive) dividends in respect of more than 10% of the issued and
outstanding Exchangeable Shares.
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A shareholder that is a "private corporation" (as defined in the Canadian
Tax Act) or any other corporation resident in Canada and controlled or deemed to
be controlled by or for the benefit of an individual or a related group of
individuals may be liable under Part IV of the Canadian Tax Act to pay a
refundable tax of 33 1/3% on dividends received or deemed to be received on the
Exchangeable Shares to the extent that such dividends are deductible in
computing the shareholder's taxable income.
DIVIDENDS ON SYMANTEC COMMON STOCK. Dividends on Symantec Common Stock will
be included in the recipient's income for the purposes of the Canadian Tax Act.
Such dividends received by an individual shareholder will not be subject to the
gross-up and dividend tax credit rules in the Canadian Tax Act. A corporation
which is a shareholder will include such dividends in computing its income and
generally will not be entitled to deduct the amount of such dividends in
computing its taxable income. United States non-resident withholding tax on such
dividends will be eligible for foreign tax credit or deduction treatment where
applicable under the Canadian Tax Act.
DISPOSITION OF SYMANTEC COMMON STOCK. A disposition or deemed disposition
of a share of Symantec Common Stock by a holder will generally result in a
capital gain (or capital loss) equal to the amount by which the proceeds of
disposition, net of any reasonable costs of disposition, exceed (or are less
than) the adjusted cost base to the holder of the share of Symantec Common
Stock.
FOREIGN PROPERTY/QUALIFIED INVESTMENT
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, provided they remain listed on the Nasdaq Stock Market (or are listed on
certain other stock exchanges) (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.
SHAREHOLDERS NOT RESIDENT IN CANADA
The following portion of the summary is applicable to holders of
Exchangeable Shares who, for purposes of the Canadian Tax Act, have not been and
will not be resident or deemed to be resident in Canada at any time while they
have held Exchangeable Shares or shares of Symantec Common Stock and to whom
such shares are not taxable Canadian property and in the case of a non-resident
of Canada who carries on an insurance business in Canada and elsewhere, the
shares are not effectively connected with its Canadian insurance business.
Generally, Exchangeable Shares and shares of Symantec Common Stock will not
be taxable Canadian property provided that such shares are listed on a
prescribed stock exchange (which currently includes the TSE and the Nasdaq
National Market (the "NNM")), the holder does not use or hold, and is not deemed
to use or hold, the Exchangeable Shares or the shares of Symantec Common Stock,
as applicable, in connection with carrying on a business in Canada and 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 the case of
Symantec, even if the holder exceeds the 25% threshold with respect to shares of
Symantec Common Stock referred to in the preceding sentence, the shares of
Symantec Common Stock may not be taxable Canadian property; such holders should
consult their own tax advisors to determine whether their shares of Symantec
Common Stock constitute taxable Canadian property. Delrina has applied for the
listing of the Exchangeable Shares on the TSE and Symantec has indicated that it
intends to use its best efforts to cause Delrina to maintain such listing.
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A holder of Exchangeable Shares will not be subject to tax under the
Canadian Tax Act on the exchange of an Exchangeable Share for a share of
Symantec Common Stock, except to the extent the exchange gives rise to a deemed
dividend, or on the sale or other disposition of a share of Symantec Common
Stock. A holder whose Exchangeable Shares are redeemed (either under Delrina's
redemption right or pursuant to the holder's retraction rights) will be deemed
to receive a dividend as described above for shareholders resident in Canada,
which deemed dividend will be subject to withholding tax as described in the
following paragraph.
Dividends paid or deemed to be paid on the Exchangeable Shares are subject
to non-resident withholding tax under the Canadian Tax Act at the rate of 25%,
although such rate may be reduced under the provisions of an applicable income
tax treaty. For example, under the Tax Treaty, the rate is generally reduced to
15% in respect of dividends paid to a person who is the beneficial owner and who
is resident in the United States for purposes of the Tax Treaty.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TO DELRINA SHAREHOLDERS
In the opinion of Skadden, Arps, Slate, Meagher & Flom, United States
counsel to Delrina ("U.S. Counsel"), the following is a summary of the material
United States federal income tax considerations generally applicable to holders
of Exchangeable Shares that are "United States persons" as defined for United
States federal income tax purposes and that hold their Exchangeable Shares as
capital assets ("United States Holders"), including the receipt and ownership of
shares of Symantec Common Stock received in exchange for Exchangeable Shares.
For United States federal income tax purposes, "United States persons" are
United States citizens or residents, corporations or partnerships organized
under the laws of the United States or any state thereof, and any estate or
trust subject to United States federal income tax on its income regardless of
source.
This summary is based on United States federal tax law in effect as of the
date of this Registration Statement. No statutory, judicial, or administrative
authority exists which directly addresses certain of the United States federal
income tax consequences of the issuance and ownership of instruments and rights
comparable to the Exchangeable Shares, the Voting Rights, the Exchange Rights
and the Call Rights. Consequently (as discussed more fully below), the United
States federal income tax treatment of the exchange of Exchangeable Shares for
shares of Symantec Common Stock is not certain. No advance income tax ruling has
been sought or obtained from the United States Internal Revenue Service ("IRS")
regarding the tax consequences of any of the transactions described herein.
This summary does not address aspects of United States taxation other than
United States federal income taxation, nor does it address all aspects of United
States federal income taxation that may be applicable to particular United
States Holders. In addition, this summary does not address the United States
state or local tax consequences or the foreign tax consequences of the receipt
and ownership of the Exchangeable Shares or shares of Symantec Common Stock.
UNITED STATES HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT
TO THE UNITED STATES FEDERAL, STATE, AND LOCAL TAX CONSEQUENCES AND THE FOREIGN
TAX CONSEQUENCES OF THE RECEIPT AND OWNERSHIP OF EXCHANGEABLE SHARES, VOTING
RIGHTS, EXCHANGE RIGHTS AND SHARES OF SYMANTEC COMMON STOCK.
EXCHANGE OF EXCHANGEABLE SHARES
In the opinion of U.S. Counsel, although not free from doubt and subject to
certain exceptions described below, a United States Holder that exercises such
holder's rights to exchange the Exchangeable Shares for shares of Symantec
Common Stock generally will recognize gain or loss on the receipt of the shares
of Symantec Common Stock in exchange for such Exchangeable Shares. Such 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 exchanged therefor. The gain or
loss will be 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
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holder thereof. Capital gain or loss will be 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. The United
States Holder will take as such holder's tax basis in the shares of Symantec
Common Stock the fair market value of the shares of Symantec Common Stock at the
time of the exchange. The holding period of the shares of Symantec Common Stock
received by the United States Holder in the exchange will begin on the day after
the United States Holder receives the shares of Symantec Common Stock.
Given the likelihood of the recognition of gain or loss upon the exchange of
Exchangeable Shares for shares of Symantec Common Stock, United States Holders
may wish to consider delaying such exchange until such time as they intend to
dispose of the shares of Symantec Common Stock receivable in exchange for their
Exchangeable Shares or (as discussed below) until such time that Symantec owns
at least 80 percent of all the then issued and outstanding Exchangeable Shares.
In the opinion of U.S. Counsel, and although not free from doubt, under
certain limited circumstances, the exchange by a United States Holder of
Exchangeable Shares for shares of Symantec Common Stock should be characterized
as a tax-free exchange. First, an exchange of Exchangeable Shares for shares of
Symantec Common Stock should be characterized as a tax-free exchange if, at the
time of such exchange, (i) at least 80 percent of the then outstanding
Exchangeable Shares are held by Symantec and (ii) in such exchange, Symantec,
rather than Delrina, acquires the Exchangeable Shares in exchange for shares of
Symantec Common Stock pursuant to the exercise of its Call Rights. In addition,
a United States Holder that receives shares of Symantec Common Stock from
Symantec upon the exercise by Symantec of the Redemption Call Right or the
Liquidation Call Right generally should be entitled to nonrecognition treatment
with respect to the exchange. There is, however, no direct authority addressing
the proper treatment of the exchange of Exchangeable Shares for shares of
Symantec Common Stock in any of the situations for United States Federal income
tax purposes and therefore the tax results of such an exchange are subject to
significant uncertainty. Accordingly, there can be no assurance that the IRS
would not challenge the status of the exchange as a tax-free exchange in such
situations or that, if challenged, a court would not agree with the IRS.
Moreover, in either case, the exchange would not be tax free unless certain
other requirements are satisfied, which, in turn, will depend upon facts and
circumstances existing at the time of the exchange and cannot be accurately
predicted as of the date of this Registration Statement. If such exchange did
qualify as a tax-free exchange, a United States Holder would take as such
holder's tax basis in the shares of Symantec Common Stock such holder's tax
basis in the Exchangeable Shares exchanged therefor. The holding period of the
shares of Symantec Common Stock received by a United States Holder should
include the holding period of the Exchangeable Shares exchanged therefor, which,
in turn, should include the holding period of the Delrina Common Shares
converted pursuant to the Combination Agreement and the Plan of Arrangement,
provided that such Delrina Common Shares and Exchangeable Shares have been held
as capital assets immediately prior to the Arrangement and the subsequent
exchange, respectively.
For United States federal income tax purposes, gain realized on the exchange
of Exchangeable Shares for shares of Symantec Common Stock generally will be
treated as United States source gain, except that, under the terms of the Tax
Treaty, such gain may be treated as sourced in Canada. Any Canadian tax imposed
on the exchange will be available as a credit against United States federal
income taxes, subject to applicable limitations. A United States Holder that is
ineligible for a foreign tax credit with respect to any Canadian tax paid may be
entitled to a deduction therefor in computing United States taxable income.
DISTRIBUTIONS ON THE EXCHANGEABLE SHARES
A United States Holder of Exchangeable Shares generally will be required to
include in gross income as ordinary income dividends paid on the Exchangeable
Shares to the extent paid out of the earnings and profits of Delrina, as
determined under United States federal income tax principles. Such dividends
generally will be treated as foreign source dividend income. Under the current
Tax
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Treaty, such distributions will be subject to Canadian withholding tax at a
maximum rate of 15 percent. Subject to certain limitations of United States
federal income tax law, a United States Holder should generally be entitled to
either a credit against such holder's United States federal income tax liability
or a deduction in computing United States taxable income for Canadian income
taxes withheld from distributions with respect to the Exchangeable Shares.
PASSIVE FOREIGN INVESTMENT COMPANY CONSIDERATIONS
For United States federal income tax purposes, Delrina generally will be
classified as a passive foreign investment company (a "PFIC") for any taxable
year during which either (i) 75 percent or more of its gross income is passive
income (as defined for United States federal income tax purposes) or (ii) on
average for such taxable year, 50 percent or more of its assets (by value)
produce or are held for the production of passive income. For purposes of
applying the foregoing tests, all or some of the assets and gross income of
Delrina's subsidiaries will be at tributed to Delrina.
While there can be no assurance with respect to the classification of
Delrina as a PFIC, Delrina believes that it did not constitute a PFIC during its
taxable years ending prior to consummation of the Arrangement. Currently,
Delrina and Symantec intend to endeavor to cause Delrina to avoid PFIC status in
the future, although there can be no assurance that they will be able to do so
or that their intent will not change.
For purposes of applying the 50 percent asset test following the
Arrangement, Delrina's assets must be measured by their adjusted tax bases (as
calculated in order to compute earnings and profits for United States federal
income tax purposes) instead of by value, subject to certain adjustments. As a
result, it is possible that Delrina will be a PFIC for taxable years ending
after the Arrangement even though less than 50 percent of Delrina's assets
(measured by the fair market value of such assets) do not constitute passive
assets. After the Arrangement, Delrina intends to monitor its status regularly,
and promptly following the end of each taxable year Delrina will notify United
States Holders of Exchangeable Shares if it believes that Delrina was a PFIC for
that taxable year.
Although the matter is not free from doubt, if Delrina is a PFIC following
the Arrangement during a United States Holder's holding period for such holder's
Exchangeable Shares, and the United States Holder does not make a QEF Election,
then (i) the United States Holder would be required to allocate income
recognized upon receiving certain excess dividends with respect to, and gain
recognized upon the disposition of, such United States Holder's Exchangeable
Shares (including upon the exchange of Exchangeable Shares for shares of
Symantec Common Stock) ratably over the United States Holder's holding period
for such Exchangeable Shares, (ii) the amount allocated to each year other than
(x) the year of the excess dividend payment or disposition of the Exchangeable
Shares or (y) any year prior to the beginning of the first taxable year of
Delrina for which it was a PFIC, would be subject to tax at the highest rate
applicable to individuals or corporations, as the case may be, for the taxable
year to which such income is allocated, and an interest charge would be imposed
upon the resulting tax attributable to each such year (which charge would accrue
from the due date of the return for the taxable year to which such tax was
allocated), and (iii) gain recognized upon the disposition of the Exchangeable
Shares would be taxable as ordinary income.
If a United States Holder makes a QEF Election, then the United States
Holder generally will be currently taxable on such holder's pro rata share of
Delrina's ordinary earnings and net capital gains (at ordinary income and
capital gains rates respectively) for each taxable year of Delrina in which
Delrina is classified as a PFIC, even if no dividend distributions are received
by such United States Holder, unless such United States Holder makes an election
to defer such taxes. If Delrina believes that it was a PFIC for a taxable year,
it will provide United States Holders of Exchangeable Shares with information
sufficient to allow such holders to make a QEF Election and report and pay any
current or deferred taxes due with respect to their pro rata shares of Delrina's
ordinary earnings and profits and net capital gains for such taxable year.
United States Holders should consult their tax advisors concerning the merits
and mechanics of making a QEF Election and other relevant tax considerations if
Delrina is a PFIC for any taxable year.
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The foregoing summary of the possible application of the PFIC rules to
Delrina and the United States Holders of Exchangeable Shares is only a summary
of certain material aspects of those rules. Because the United States federal
tax consequences to a United States Holder of Exchangeable Shares under the PFIC
provisions are significant, United States Holders of Exchangeable Shares are
urged to discuss those consequences with their tax advisors.
SHAREHOLDERS NOT RESIDENT IN OR CITIZENS OF THE UNITED STATES
The following summary is applicable to holders of Exchangeable Shares that
are not United States Holders ("non-United States Holders").
A non-United States Holder generally will not be subject to United States
federal income tax on gain (if any) recognized on the sale or exchange of the
Exchangeable Shares, or on the receipt or sale of shares of Symantec Common
Stock unless such gain is effectively connected with a United States trade or
business or, in the case of a United States Alien Holder who is an individual,
such individual is present in the United States for 183 days or more in the
taxable year of the sale or exchange, and certain other requirements are met.
Dividends received by a non-United States Holder with respect to the
Exchangeable Shares should not be subject to United States withholding tax, and
Delrina and Symantec do not intend that Delrina or Symantec will withhold any
amounts in respect of such tax from such dividends. There is some possibility,
however, that the IRS may assert that United States withholding tax is payable
with respect to dividends paid on the Exchangeable Shares to non-United States
Holders. In such case, holders of Exchangeable Shares could be subject to United
States withholding tax at a rate of 30 percent, which rate may be reduced by an
applicable income tax treaty in effect between the United States and the
non-United States Holder's country of residence (15 percent on dividends paid to
residents of Canada under the Tax Treaty).
Dividends received by a non-United States Holder with respect to the
Symantec Common Stock generally will be subject to United States withholding tax
at a rate of 30 percent, which rate may be subject to reduction by an applicable
income tax treaty (15 percent on dividends paid to residents of Canada under the
Tax Treaty).
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.
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,
15
<PAGE>
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.
16
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SYMANTEC CORPORATION
14,363,106 Shares of
Common Stock
--------------------
PROSPECTUS
--------------------
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
<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.
5.02 -- Opinion of Skadden, Arps, Slate, Meagher & Flom
5.03 -- Opinion of Osler, Hoskin & Harcourt
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 5.02).
23.05 -- Consent of Skadden, Arps, Slate, Meagher & Flom (included in
Exhibit 5.02)
23.06 -- Consent of Osler, Hoskin & Harcourt (included in Exhibit 5.03)
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>
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 Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cupertino, State of California, on
the 16th day of November, 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
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------ --------------------- ----------------
CHIEF EXECUTIVE OFFICER:
* President, Chief Executive November 16, 1995
- --------------------------- Officer and Director
Gordon E. Eubanks, Jr.
CHIEF FINANCIAL OFFICER:
/s/ Robert R.B. Dykes Executive Vice President/ November 16, 1995
- --------------------------- Worldwide Operations
Robert R. B. Dykes & Chief Financial Officer
CHIEF ACCOUNTING
OFFICER:
* Vice President/Finance and November 16, 1995
- --------------------------- Chief Accounting Officer
Howard A. Bain III
ADDITIONAL DIRECTORS:
* Chairman of the Board November 16, 1995
- ---------------------------
Carl D. Carman
* Director November 16, 1995
- ---------------------------
Charles M. Boesenberg
II-4
<PAGE>
* Director November 16, 1995
- ---------------------------
Walter W. Bregman
* Director November 16, 1995
- ---------------------------
Robert S. Miller
* Director November 16, 1995
- ---------------------------
Leslie L. Vadasz
*By: /s/ Robert R. B. Dykes
------------------------------
Robert R. B. Dykes
Attorney-in-fact
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.
5.02 -- Opinion of Skadden, Arps, Slate, Meagher & Flom
5.03 -- Opinion of Osler, Hoskin & Harcourt
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 5.02).
23.05 -- Consent of Skadden, Arps, Slate, Meagher & Flom (included in
Exhibit 5.02)
23.06 -- Consent of Osler, Hoskin & Harcourt (included in Exhibit 5.03)
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 5.02
November 16, 1995
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies & Gentlemen:
We have acted as counsel to Delrina Corporation (the "Company") in
connection with the above-captioned Registration Statement (the "Registration
Statement") on Form S-3 filed with the Securities and Exchange Commission (the
"Commission") on October 18, 1995, and amended on November 13, 1995, for the
purpose of registering 14,363,106 shares of common stock, par value $.01 per
share, of Symantec Corporation ("Symantec").
We have aided in the preparation of the Registration Statement,
including in particular the discussion under the heading "INCOME TAX
CONSIDERATIONS -- United States Federal Income Tax Considerations to Delrina
Shareholders" (the "Tax Summary").
We hereby confirm, in all material respects, the opinion set forth in
the Tax Summary and that the Tax Summary is a fair and accurate summary of the
matters addressed therein, based upon current law and the assumptions stated
or referred to therein. It is possible that contrary positions may be taken by
the Internal Revenue Service and that a court may agree with such contrary
positions.
This opinion is furnished to you solely for your benefit and the
benefit of the holders of the Exchangeable Shares of the Company in connection
with the filing of the Registration Statement and, except as set forth below,
is not to be used, circulated, quoted or otherwise referred to for any other
purpose or relied upon by any other person for any purpose without our prior
written consent. We
<PAGE>
November 13, 1995
Page 2
also consent to the use of our name in the Tax Summary and to the filing of this
opinion with the Commission as an exhibit to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
<PAGE>
EXHIBIT 5.03
November 16, 1995
Ladies and Gentlemen:
RE: REGISTRATION STATEMENT ON FORM S-3
----------------------------------
We have acted as counsel to Delrina Corporation (the "Company") in
connection with the Registration Statement (the "Registration Statement") on
Form S-3 filed with the Securities and Exchange Commission (the "Commission")
on October 18, 1995, and amended on November 13, 1995, for the purpose of
registering 14,363,106 shares of common stock, par value $.01 per share, of
Symantec Corporation ("Symantec").
We have aided in the preparation of the Registration Statement,
including, in particular the discussion under the heading "INCOME TAX
CONSIDERATIONS -- Canadian Federal Income Tax Considerations" (the "Tax
Summary").
We hereby confirm that, as of the date hereof, the Tax Summary is a fair
and accurate summary, in all material respects, of the matters addressed
therein, based upon the assumptions stated or referred to therein. It is
possible that contrary positions may be taken by Revenue Canada, Customs,
Excise & Taxation and that a court may agree with such contrary positions.
This opinion is furnished to you solely for your benefit and the benefit
of the holders of the Exchangeable Shares of the Company in connection with the
filing of the Registration Statement and, except as set forth below, is not to
be used, circulated, quoted or otherwise referred to for any other purpose or
relied upon by any other person for any purpose without our prior written
consent. We also consent to the use of our name in the Tax Summary and to the
filing of this opinion with the Commission as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
SECURITIES ACT OF 1933, as amended, or the rules and regulations of the
Commission promulgated thereunder.
Yours very truly,
OSLER, HOSKIN & HARCOURT
<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
