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As filed with the Securities and Exchange Commission on December 19, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SYMANTEC CORPORATION
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(Exact Name of Registrant as
Specified in Its Charter)
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<S> <C>
Delaware 77-0181864
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
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20330 Stevens Creek Boulevard
Cupertino, California 95014
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(Address of Principal Executive Offices)
AXENT Technologies, Inc. 1999 Incentive Stock Plan
AXENT Technologies, Inc. 1998 Incentive Stock Plan
AXENT Technologies, Inc. 1996 Amended and Restated Stock Option Plan
AXENT Technologies, Inc. 1996 Amended and Restated Directors' Stock Option Plan
AXENT Technologies, Inc. Amended and Restated 1991 Stock Option Plan
AXENT Technologies, Inc. 1998 Exchange Option Plan
AXENT Technologies, Inc. 1999
PassGo Technologies Exchange Option Plan
AXENT Technologies, Inc. Internet Tools 1997 Equity Incentive Plan
AssureNet Pathways, Inc., Restated 1982 Stock Option Plan
Assumed by AXENT Technologies, Inc.
AXENT Technologies, Inc. 1998 Employee Stock Purchase Plan
Symantec Corporation 1996 Equity Incentive Plan, as amended
Symantec Corporation 1998 Employee Stock Purchase Plan, as amended
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(Full Title of the Plan)
John W. Thompson
President and Chief Executive Officer
20330 Stevens Creek Boulevard
Cupertino, California 95014
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(Name and Address of Agent For Service)
(408) 253-9600
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(Telephone Number, Including Area Code,
of Agent For Service)
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Copy to:
Richard A. Peers
Heller Ehrman White & McAuliffe LLP
525 University Avenue
Palo Alto, California 94301-1900
Telephone: (650) 324-7025
Facsimile: (650) 324-0638
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered(1) per Share(2) Price Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 11,892,222 $34.469 $409,913,000 $108,217
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(1) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with
any stock split, stock dividend or similar transaction.
(2) Estimated solely for the purpose of computing the amount of registration
fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based on the average of the high and low prices of the Registrant's
Common Stock reported on the Nasdaq National Market on December 15, 2000.
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EXPLANATORY NOTE. This Registration Statement on Form S-8 relates to the
issuance of up to 11,892,222 shares of its Common Stock, par value $0.01 (the
"Shares"). Of the Shares, 1,883,768 are issuable in connection with the
assumption of the AXENT Technologies, Inc. 1999 Incentive Stock Plan, AXENT
Technologies, Inc. 1998 Incentive Stock Plan, AXENT Technologies, Inc. 1996
Amended and Restated Stock Option Plan, AXENT Technologies, Inc. 1996 Amended
and Restated Directors' Stock Option Plan, AXENT Technologies, Inc. Amended and
Restated 1991 Stock Option Plan, AXENT Technologies, Inc. 1998 Exchange Option
Plan, AXENT Technologies, Inc. 1999 PassGo Technologies Exchange Option Plan,
AXENT Technologies, Inc. Internet Tools 1997 Equity Incentive Plan and the
AssureNet Pathways, Inc., Restated 1982 Stock Option Plan Assumed by AXENT
Technologies, Inc., 23,000 are issuable in connection with the assumption of the
AXENT Technologies, Inc. 1998 Employee Stock Purchase Plan, 8,634,300 are
issuable under the Symantec Corporation 1996 Equity Incentive Plan, and
1,351,154 are issuable under the Symantec Corporation 1998 Employee Stock
Purchase Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by Symantec Corporation
(the "Registrant") with the Securities and Exchange Commission (the
"Commission"), are hereby incorporated by reference in this Registration
Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 2000;
(b) Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended September 29, 2000;
(c) Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000;
(d) Registrant's Current Report on Form 8-K filed on December 4, 2000;
(e) Registrant's Current Report on Form 8-K filed on July 28, 2000;
(f) The description of Registrant's Common Stock contained in the
Registrant's Registration Statement filed with the Commission
under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description; and
(g) Registrant's Registration Statement on Form S-4 filed on September
20, 2000 relating to the merger of Apache Acquisition Corp., a
wholly-owned subsidiary of Registrant, with and into AXENT
Technologies, Inc., which merger was completed on December 18,
2000.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act").
As permitted by Section 145 of the Delaware General Corporation Law,
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of
fiduciary duty as a director, except for liability:
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- for any breach of the director's duty of loyalty to
Registrant or its stockholders;
- for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of the law;
- under Section 174 of the Delaware General Corporation Law
regarding unlawful dividends and stock purchases; and
- for any transaction from which the director derived an
improper personal benefit.
As permitted by the Delaware General Corporation Law, Registrant's bylaws
provide that:
- Registrant is required to indemnify its directors and
officers to the fullest extent permitted by the Delaware
General Corporation Law, subject to limited exceptions;
- Registrant may indemnify its other employees and agents to
the extent that it indemnifies its officers and directors,
unless otherwise required by law, its certificate of
incorporation, its bylaws or agreements to which it is a
party;
- Registrant is required to advance expenses, as incurred, to
its directors and officers in connection with a legal
proceeding to the fullest extent permitted by the Delaware
General Corporation Law, subject to limited exceptions; and
- the rights conferred in the Bylaws are not exclusive.
Registrant has entered into Indemnity Agreements with each of its current
directors and officers to give such directors and officers additional
contractual assurances regarding the scope of the indemnification set forth in
Registrant's Certificate of Incorporation and to provide additional procedural
protections. At present, there is no pending litigation or proceeding involving
a director, officer or employee of Registrant regarding which indemnification is
sought, nor is Registrant aware of any threatened litigation that may result in
claims for indemnification.
Registrant maintains directors' and officers' liability insurance and
intends to extend that coverage for public securities matters.
See also the undertakings set out in response to Item 9.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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Item
No. Description of Item
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5.1 Opinion of Heller Ehrman White & McAuliffe LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Heller Ehrman White & McAuliffe LLP (filed as part of Exhibit 5.1)
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24.1 Power of Attorney (See page II-5)
99.1 Symantec Corporation 1996 Equity Incentive Plan (as amended
through December 15, 2000)
99.2 Symantec Corporation 1998 Employee Stock Purchase Plan (as amended
through September 15, 1999)
99.3 AXENT Technologies, Inc. 1999 Incentive Stock Plan (1)
99.4 AXENT Technologies, Inc. 1998 Incentive Stock Plan (2)
99.5 AXENT Technologies, Inc. 1996 Amended and Restated Stock Option
Plan (3)
99.6 AXENT Technologies, Inc. 1996 Amended and Restated Directors'
Stock Option Plan (3)
99.7 AXENT Technologies, Inc. Amended and Restated 1991 Stock Option
Plan (4)
99.8 AXENT Technologies, Inc. 1998 Exchange Option Plan (2)
99.9 AXENT Technologies, Inc. 1999 PassGo Technologies Exchange Option
Plan (5)
99.10 AXENT Technologies, Inc. Internet Tools 1997 Equity Incentive Plan
(6)
99.11 AssureNet Pathways, Inc., Restated 1982 Stock Option Plan Assumed
by AXENT Technologies, Inc. (7)
99.12 AXENT Technologies, Inc. 1998 Employee Stock Purchase Plan (2)
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(1) Previously filed as an appendix to AXENT's definitive proxy
statement dated May 3, 2000 and incorporated herein by reference.
(2) Previously filed as an exhibit to AXENT's Registration Statement
on Form S-4 (File No. 333-43265) and incorporated herein by
reference.
(3) Previously filed as an exhibit to AXENT's Registration Statement
on Form S-4 (File No. 333-20207) and incorporated herein by
reference.
(4) Previously filed as an exhibit to AXENT's Registration Statement
on Form S-1 (File No. 333-01368) and incorporated herein by
reference.
(5) Previously filed as an exhibit to AXENT's Registration Statement
on Form S-8 (File No. 333-83329) and incorporated herein by
reference.
(6) Previously filed as an exhibit to AXENT's Registration Statement
on Form S-8 (File No. 333-73029) and incorporated herein by
reference.
(7) Previously filed as an exhibit to AXENT's Registration Statement
on Form S-8 (File No. 333-40427) and incorporated herein by
reference.
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
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(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;
(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 set forth in the
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 paragraphs A(1)(i) and A(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of 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.
B. The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed 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.
C. 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 foregoing provisions, 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.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Cupertino, State of California, on this 19th day of
December, 2000.
SYMANTEC CORPORATION
By: /s/John W. Thompson
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John W. Thompson
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY TO SIGN AMENDMENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint John W. Thompson, Greg Myers and Art
Courville, and each of them, with full power of substitution, such person's true
and lawful attorneys-in-fact and agents for such person in such person's name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully, to all intents and purposes,
as he or such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.
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Signature Capacity Date
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/s/John W. Thompson Chairman of the Board of Directors, December 19, 2000
----------------------------- President and Chief Executive
John W. Thompson Officer
/s/Gregory Myers Chief Financial Officer and Chief December 19, 2000
----------------------------- Accounting Officer
Gregory Myers
Director
-----------------------------
Tania Amochaev
/s/Charles M. Boesenberg Director December 19, 2000
-----------------------------
Charles M. Boesenberg
Director
-----------------------------
George Reyes
Director
-----------------------------
Per-Kristian Halvorsen
/s/Robert S. Miller Director December 19, 2000
-----------------------------
Robert S. Miller
/s/Bill Owens Director December 19, 2000
-----------------------------
Bill Owens
/s/Daniel H. Schulman Director December 19, 2000
-----------------------------
Daniel H. Schulman
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Index to Exhibits
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Item
No. Description of Item
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5.1 Opinion of Heller Ehrman White & McAuliffe LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Heller Ehrman White & McAuliffe LLP (filed as part of
Exhibit 5.1)
24.1 Power of Attorney (See page II-5)
99.1 Symantec Corporation 1996 Equity Incentive Plan (as amended through
December 15, 2000)
99.2 Symantec Corporation 1998 Employee Stock Purchase Plan (as amended
through September 15, 1999)
99.3 AXENT Technologies, Inc. 1999 Incentive Stock Plan (1)
99.4 AXENT Technologies, Inc. 1998 Incentive Stock Plan (2)
99.5 AXENT Technologies, Inc. 1996 Amended and Restated Stock Option Plan
(3)
99.6 AXENT Technologies, Inc. 1996 Amended and Restated Directors' Stock
Option Plan (3)
99.7 AXENT Technologies, Inc. Amended and Restated 1991 Stock Option Plan
(4)
99.8 AXENT Technologies, Inc. 1998 Exchange Option Plan (2)
99.9 AXENT Technologies, Inc. 1999 PassGo Technologies Exchange Option
Plan (5)
99.10 AXENT Technologies, Inc. Internet Tools 1997 Equity Incentive Plan (6)
99.11 AssureNet Pathways, Inc., Restated 1982 Stock Option Plan Assumed by
AXENT Technologies, Inc. (7)
99.12 AXENT Technologies, Inc. 1998 Employee Stock Purchase Plan (2)
</TABLE>
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(1) Previously filed as an appendix to AXENT's definitive proxy statement
dated May 3, 2000 and incorporated herein by reference.
(2) Previously filed as an exhibit to AXENT's Registration Statement on Form
S-4 (File No. 333-43265) and incorporated herein by reference.
(3) Previously filed as an exhibit to AXENT's Registration Statement on Form
S-4 (File No. 333-20207) and incorporated herein by reference.
(4) Previously filed as an exhibit to AXENT's Registration Statement on Form
S-1 (File No. 333-01368) and incorporated herein by reference.
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(5) Previously filed as an exhibit to AXENT's Registration Statement on Form
S-8 (File No. 333-83329) and incorporated herein by reference.
(6) Previously filed as an exhibit to AXENT's Registration Statement on Form
S-8 (File No. 333-73029) and incorporated herein by reference.
(7) Previously filed as an exhibit to AXENT's Registration Statement on Form
S-8 (File No. 333-40427) and incorporated herein by reference.
