<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 29, 1999
SYMANTEC CORPORATION
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
- -------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-17781 77-181864
- --------------------------------- ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
10201 TORRE AVENUE, CUPERTINO, CALIFORNIA 95014
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(408) 253-9600
- -------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
- -------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
Item 2: Acquisition or Disposition of Assets
On November 16, 1998, pursuant to an Agreement and Plan of Merger dated as
of October 15, 1998 among Symantec Corporation ("Symantec"), Oak Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of Symantec
("Purchaser"), and Quarterdeck Corporation, a Delaware corporation
("Quarterdeck"), Symantec completed a tender offer for all of the outstanding
shares of Common Stock of Quarterdeck (the "Shares") and accepted for payment
all shares tendered pursuant to the offer. The consideration paid by Symantec in
the tender offer was $0.52 per share net to the seller in cash, without interest
thereon, subject to reduction for any applicable federal backup or other
withholding taxes.
On March 29, 1999, the merger between Purchaser and Quarterdeck was
effected pursuant to Section 251 of the Delaware General Corporation Law by the
execution and filing of a Certificate of Merger with the Secretary of State of
the State of Delaware. Pursuant to the merger, all shares not previously owned
by Purchaser, other than shares which are held by stockholders who have not
voted in favor of the merger or consented thereto in writing and who have
demanded appraisal of such shares in accordance with the Delaware General
Corporation Law, were automatically canceled and converted into the right to
receive $0.52 per share net to the seller in cash, without interest thereon,
subject to reduction for any applicable federal backup or other withholding
taxes.
Item 7: Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The Company has determined that financial statements for Quarterdeck
Corporation are not required to be filed as a part of this Report on Form 8-K.
(b) Pro Forma Financial Information.
The Company has determined that pro forma financial information is not
required to be filed as a part of this Report on Form 8-K.
(2) Exhibits.
The following exhibits are filed herewith:
2.01 Agreement and Plan of Merger dated as of October 15, 1998 by and
among Symantec Corporation, Oak Acquisition Corporation and Quarterdeck
Corporation. Incorporated by reference to Exhibit c(1) to the Registrant's
Schedule 14D-1 (Commission File No. 5-45153) initially filed on October 19,
1998.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 31, 1999
SYMANTEC CORPORATION
By: /s/ Derek P. Witte
----------------------------------------
Derek P. Witte
Vice President
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
- -------
<S> <C>
2.01 Agreement and Plan of Merger dated as of October 15, 1998 by and among
Symantec Corporation, Oak Acquisition Corporation and Quarterdeck
Corporation. Incorporated by reference to Exhibit c(1) to the
Registrant's Schedule 14D-1 (Commission File No. 5-45153) initially
filed on October 19, 1998.
</TABLE>
4
