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As filed with the Securities and Exchange Commission on October 10, 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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Delaware 77-0181864
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(State or Other (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)
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20330 Stevens Creek Boulevard
Cupertino, California 95014
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(Address of Principal Executive Offices)
Symantec Corporation
2000 Directors Equity Incentive Plan
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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)
Copy to:
Richard A. Peers
Heller Ehrman White & McAuliffe
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 per Share(1) Price Fee
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Common Stock, par value $0.001 per share 25,000 $42.3125 $1,057,813 $276.26
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(1) 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 October 3, 2000.
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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 June 30, 2000;
(c) Registrant's Current Report on Form 8-K dated July 26, 2000;
(d) 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
(e) The description of Registrant's preferred stock purchase rights under
the caption "Description of Registrant's Securities to be Registered"
on pages 2 through 5 of the Registrant's Form 8-A filed on August 19,
1998, and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant 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:
- for any breach of the director's duty of loyalty to Registrant or
its stockholders;
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- 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.
Reference is also made to the following documents filed as exhibits to this
registration statement regarding relevant indemnification provisions described
above and elsewhere herein:
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Item
No. Description of Item
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4.1 Registrant's Restated Certificate of Incorporation (Incorporated by reference
to Annex G filed with the Registrant's Joint Management Information Circular
and Proxy Statement (No. 000-17781) dated October 17, 1995)
4.2 Registrant's Bylaws, as amended and restated effective August 11, 1998
(Incorporated by reference to Exhibit 3.1 filed with the Registrant's
Current Report 8-K filed August 19, 1998)
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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Item
No. Description of Item
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4.1 Registrant's Restated Certificate of Incorporation (Incorporated by reference
to Annex G filed with the Registrant's Joint Management Information Circular
and Proxy Statement (No. 000-17781) dated October 17, 1995)
4.2 Registrant's Bylaws, as amended and restated effective August 11, 1998
(Incorporated by reference to Exhibit 3.1 filed with the Registrant's
Current Report 8-K filed August 19, 1998)
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 2000 Directors Equity Incentive Plan
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ITEM 9. UNDERTAKINGS
A. 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;
(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.
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(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 18th day of
September, 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 Derek
Witte, 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> <C> <C>
/s/ John W. Thompson Chairman of the Board of Directors, October 10, 2000
---------------------------- President and Chief Executive Officer
John W. Thompson
/s/ Gregory Myers Chief Financial Officer, Vice President of October 10, 2000
---------------------------- Finance
Gregory Myers
/s/ Tania Amochaev Director October 10, 2000
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Tania Amochaev
/s/ Charles M. Boesenberg Director October 10, 2000
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Charles M. Boesenberg
/s/ George Reyes Director October 10, 2000
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George Reyes
/s/ Per-Kristian Halvorsen Director October 10, 2000
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Per-Kristian Halvorsen
/s/ Robert S. Miller Director October 10, 2000
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Robert S. Miller
/s/ Bill Owens Director October 10, 2000
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Bill Owens
/s/ Daniel H. Schulman Director October 10, 2000
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Daniel H. Schulman
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Index to Exhibits
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Item
No. Description of Item
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4.1 Registrant's Restated Certificate of Incorporation (Incorporated by reference
to Annex G filed with the Registrant's Joint Management Information Circular
and Proxy Statement (No. 000-17781) dated October 17, 1995)
4.2 Registrant's Bylaws, as amended and restated effective August 11, 1998
(Incorporated by reference to Exhibit 3.1 filed with the Registrant's
Current Report 8-K filed August 19, 1998)
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 2000 Directors Equity Incentive Plan
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