<PAGE> 1
As filed with the Securities and Exchange Commission on March 1, 2000
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 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 (I.R.S. Employer
of Incorporation or Organization) Identification No.)
20330 STEVENS CREEK BOULEVARD
CUPERTINO, CALIFORNIA 95014
(Address of Principal Executive Offices, including Zip Code)
SYMANTEC CORPORATION STOCK OPTION GRANT (APRIL 14, 1999)
(Full Title of the Plans)
JOHN W. THOMPSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SYMANTEC CORPORATION
20330 STEVENS CREEK BOULEVARD
CUPERTINO, CALIFORNIA 95014
(408) 253-9600
(Name, Address and Telephone Number of Agent For Service)
COPIES TO:
Gordon K. Davidson, Esq.
David A. Bell, Esq.
Thomas T. Kim, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED PER SHARE (1) FEE
REGISTERED
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Option to Purchase Common Stock 200,000 $ 13.00 $ 2,600,000.00 $ 687
and Common Stock, $0.01 par
value
- ---------------------------------------------------------------------------------------------------
TOTAL 200,000 $ 2,600,000.00 $ 687
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(h) under the Securities Act.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) Registrant's Form 10-K filed pursuant to 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
which contains audited financial statements of Registrant as of
March 31, 1998 and 1999 and for each of the years in the three-year
period ended March 31, 1999.
(b) Registrant's Current Reports on Form 8-K filed with the Commission
on January 14, 2000.
(c) Registrant's Form 10-Q filed pursuant to 13 or 15(d) of the Exchange
Act for the quarterly periods ended July 2, 1999, October 1, 1999
and December 31, 1999.
(d) The description of the 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.
(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 Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the 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 AND LIMITATION OF
LIABILITY.
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;
1
<PAGE> 3
- for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of 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:
<TABLE>
<CAPTION>
EXHIBIT DOCUMENT NUMBER
---------------- ------
<S> <C>
Registrant's Restated Certificate of Incorporation. (Incorporated by 4.01
reference to Annex G filed with the Registrant's Joint Management Information
Circular and Proxy Statement (No. 000-17781) dated October 17, 1995.)
Registrant's Bylaws, as amended and restated effective August 11, 1998. 4.02
(Incorporated by reference to Exhibit 3.1 filed with the Registrant's Current
Report 8-K filed August 19, 1998.)
</TABLE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
2
<PAGE> 4
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
NUMBER TITLE
------ ------
<S> <C>
4.01 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.)
4.02 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.)
4.03 Symantec Corporation Stock Option Grant (April 14, 1999).
5.01 Opinion of Fenwick & West LLP regarding legality of the securities
being registered.
23.01 Consent of Ernst & Young LLP, Independent Auditors.
24.01 Power of Attorney (see the signature page to this Registration
Statement).
</TABLE>
ITEM 9. 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:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) 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
(c) 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 (1)(a) and (1)(b) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by Registrant pursuant to Section 13 or Section 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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
3
<PAGE> 5
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Registrant pursuant to the provisions discussed in Item 6 hereof, or
otherwise, Registrant has been advised that in the opinion of the 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of 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 hereby, 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.
4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 29th day of
February, 2000.
SYMANTEC CORPORATION
By: /s/ JOHN W. THOMPSON
---------------------------------------
John W. Thompson
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints John W. Thompson, Greg Myers and Derek
Witte, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement on Form S-8, and to file the same
with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ JOHN W. THOMPSON Chairman of the Board, February 29, 2000
- ----------------------------- President and Chief Executive
John W. Thompson Officer
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER
/s/ GREG MYERS Chief Financial Officer, Vice February 29, 2000
- ----------------------------- President of Finance
Greg Myers
ADDITIONAL DIRECTORS
/s/ CARL D. CARMAN Director February 29, 2000
- -----------------------------
Carl D. Carman
/s/ WALTER W. BREGMAN Director February 29, 2000
- -----------------------------
Walter W. Bregman
/s/ ROBERT S. MILLER Director February 29, 2000
- -----------------------------
Robert S. Miller
/s/ CHARLES M. BOESENBERG Director February 29, 2000
- -----------------------------
Charles M. Boesenberg
/s/ ROBERT R. B. DYKES Director February 29, 2000
- -----------------------------
Robert R. B. Dykes
</TABLE>
5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
NUMBER TITLE
- ------ --------
<S> <C>
4.01 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.)
4.02 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.)
4.03 Symantec Corporation Stock Option Grant (April 14, 1999)
5.01 Opinion of Fenwick & West LLP regarding legality of the securities
being registered.
23.01 Consent of Ernst & Young LLP, Independent Auditors
24.01 Power of Attorney (see the signature page to this Registration
Statement).
</TABLE>
<PAGE> 1
EXHIBIT 4.03
SYMANTEC CORPORATION
STOCK OPTION GRANT
JOHN W. THOMPSON
C/O SYMANTEC CORPORATION
10201 TORRE AVENUE
CUPERTINO, CA 95014
EMPLOYEE ID: 12994
CONGRATULATIONS! YOU, (THE "OPTIONEE") HAVE BEEN GRANTED AN OPTION UNDER THE
1996 EQUITY INCENTIVE PLAN (THE "PLAN") TO BUY SYMANTEC CORPORATION COMMON STOCK
("SHARES") AS FOLLOWS:
DATE OF GRANT: 4/14/99
TYPE OF OPTION (ISO OR NQ) NQ
GRANT NUMBER: 020321
TOTAL NUMBER OF SHARES SUBJECT TO OPTION: 200,000
EXERCISE PRICE PER SHARE: $13.0000
VESTING: (See Section 7 of Terms and
Conditions of Grant)
EXPIRATION DATE: 4/14/09
Optionee hereby acknowledges receipt of a copy of the Plan and this Stock Option
Grant (including the Terms and Conditions of Stock Option Grant attached hereto
as Exhibit A), and represents that Optionee has read and understands, and
accepts, the terms and provisions contained therein. Optionee acknowledges that
there may be adverse tax consequences upon exercise of this Option or
disposition of the Shares and that the Company has advised participant to
consult a tax advisor prior to such exercise or disposition.
SYMANTEC CORPORATION: OPTIONEE:
/s/ Derek Witte /s/ John W. Thompson
- ------------------------------- -----------------------------
DEREK P. WITTE JOHN W. THOMPSON
VP, WORLDWIDE OPERATIONS
-----------------------------
DATE
THIS STOCK OPTION GRANT IS SUBJECT TO TERMS AND CONDITIONS OF STOCK OPTION GRANT
ATTACHED HERETO AS EXHIBIT A.
<PAGE> 2
J. THOMPSON
200,000 SHARE NON-PLAN GRANT
Exhibit A
SYMANTEC CORPORATION
STOCK OPTION GRANT - TERMS AND CONDITIONS
1. Grant of Option. Symantec Corporation, a Delaware corporation,
(the "Company"), hereby grants to the optionee named in the Stock Option Grant
(the "Optionee") an option (this "Option") to purchase the Total Number of
Shares Subject to Option set forth in the Stock Option Grant (the "Shares") at
the Exercise Price Per Share set forth in the Stock Option Grant (the "Exercise
Price"), subject to all of the terms and conditions set forth in this Terms and
Conditions of Stock Option Grant and the Stock Option Grant (collectively, the
"Grant") and in the employment agreement between the Company and Optionee dated
April 11, 1999 (the "Employment Agreement"). This Option shall be a nonqualified
stock option ("NQSO").
2. Exercise Period of Option. Subject to the terms and conditions
set forth in this Grant and in the Employment Agreement, Optionee may exercise
this Option in whole or in part for any Vested Shares, as determined in
accordance with Section 7 hereof; provided, however, that this Option shall
expire and terminate on the Expiration Date set forth in the Stock Option Grant
(the "Expiration Date"), which is ten years after the Date of Grant set forth in
the Stock Option Grant (the "Grant Date"), or earlier, as provided in Section 4
hereof, and must be exercised, if at all, on or before the Expiration Date.
3. Restrictions on Exercise. Exercise of this Option is subject
to the following limitation: This Option may not be exercised unless such
exercise is in compliance with the Securities Act of 1933, as amended, and all
applicable state securities laws, as they are in effect on the date of exercise.
4. Termination of Option. Except as provided in the Employment
Agreement, this Option shall terminate and may not be exercised if Optionee
ceases to provide services as an employee, director, consultant, independent
contractor or advisor to the Company or a Parent, Subsidiary or Affiliate of the
Company (each as defined in Section 13 hereof), except in the case of sick
leave, military leave, or any other leave of absence approved by the committee
appointed by the Company's Board of Directors to administer the Company's 1996
Equity Incentive Plan (the "Committee") or by any person designated by the
Committee, provided that such leave is for a period of not more than ninety
days, or reinstatement upon the expiration of such leave is guaranteed by
contract or statute. The Committee or its designee will have sole discretion to
determine whether an Optionee has ceased to provide services and the effective
date on which the Optionee ceased to provide services (the "Termination Date").
Nothing in this Grant shall confer on Optionee any right to continue in the
employ of, or to continue any other relationship with, the Company or any
Parent, Subsidiary or Affiliate of the Company, or limit in any way the right of
the Company or any Parent, Subsidiary or Affiliate of the Company to terminate
Optionee's employment or other relationship at any time, with or without cause.
5. Manner of Exercise.
(a) This Option shall be exercisable by delivery to the
Company of an executed written Notice of Intent to Exercise Stock Option in the
form attached hereto, or in such other form as may be approved by the Company
(the "Exercise Agreement"), which shall set forth Optionee's election to
exercise this Option, the number of Shares being purchased, any restrictions
imposed on the Shares and such other
1.
<PAGE> 3
representations and agreements regarding Optionee's investment intent and access
to information as may be required by the Company to comply with applicable
securities laws.
(b) Such Exercise Agreement shall be accompanied by full
payment of the Exercise Price for the Shares being purchased (i) in cash (by
check); (ii) by surrender of shares of Common Stock of the Company that have
been owned by the Optionee for more than six months (and which have been paid
for within the meaning of SEC Rule 144 and, if such shares were purchased from
the Company by use of a promissory note, such note has been fully paid with
respect to such shares) or were obtained by the Optionee in the open public
market, having a Fair Market Value equal to the Exercise Price of the Option;
(iii) by waiver of compensation due or accrued to Optionee for services
rendered; (iv) provided that a public market for the Company's stock exists,
through a "same day sale" commitment from the Optionee and a broker-dealer that
is a member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Optionee irrevocably elects to exercise the Option and to sell a
portion of the Shares so purchased to pay for the Exercise Price and whereby the
NASD Dealer irrevocably commits upon receipt of such Shares to forward the
Exercise Price directly to the Company; (v) provided that a public market for
the Company's stock exists, through a "margin" commitment from the Optionee and
an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option
and to pledge the Shares so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the Exercise Price,
and whereby the NASD Dealer irrevocably commits upon receipt of such shares to
forward the Exercise Price directly to the Company; or (vi) by any combination
of the foregoing where approved by the Committee, or its designee, in its sole
discretion.
(c) Withholding Taxes. Prior to the issuance of the Shares
upon exercise of this Option, Optionee must pay or make adequate provision for
any applicable federal or state withholding obligations of the Company.
(d) Issuance of Shares. Provided that such notice and payment
are in form and substance satisfactory to counsel for the Company, the Company
shall cause the Shares to be issued in the name of Optionee or Optionee's legal
representative or assignee.
6. Nontransferability of Option. This Option may not be
transferred in any manner other than by will or by the law of descent and
distribution and may be exercised during the lifetime of the Optionee only by
the Optionee. The terms of this Option shall be binding upon the executors,
administrators, successors and assigns of Optionee.
7. Vesting Schedule. Except as otherwise provided in the
Employment Agreement, shares that are vested pursuant to the vesting schedule
set forth in this Section 8 are "Vested Shares" and exercisable hereunder.
Provided that the Optionee continues to provide services to the Company or a
Parent, Subsidiary or Affiliate of the Company: the Shares shall vest at the
rate of 16,666 shares per month beginning on the first day of the month
following the fourth anniversary of the Date of Grant. If the application of the
vesting percentage causes a fractional share, such share shall be rounded down
to the nearest whole share for each month except for the last month in such
vesting period, at the end of which last month this Option shall become
exercisable for the full remainder of the Shares.
8. Compliance with Laws and Regulations. The exercise of this
Option and the issuance of Shares shall be subject to compliance by the Company
and the Optionee with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange or
national market system on which the Company's Common Stock may be listed at the
time of such issuance. Optionee understands that the Company is under no
obligation to register or qualify the Shares with the Securities and Exchange
Commission, any state securities commission or any stock exchange or national
market system on which the Company's Common Stock may be listed at the time of
such issuance or transfer.
2.
<PAGE> 4
9. Tax Consequences. Set forth below is a brief summary as of the
date of this Option of some of the federal and California tax consequences of
exercise of this Option and disposition of the Shares. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
OPTIONEE SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THIS OPTION OR DISPOSING
OF THE SHARES.
(a) Exercise of Nonqualified Stock Option. There may be a
regular federal income tax liability and a California income tax liability upon
the exercise of the Option. The Optionee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Shares on the date of exercise over the
Exercise Price. The Company will be required to withhold from Optionee's
compensation or collect from Optionee and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income at the
time of exercise.
(b) Disposition of Shares. If the Shares are held for at least
twelve months after the date of the transfer of the Shares pursuant to the
exercise of this Option, any gain realized on disposition of the Shares will be
treated as long term capital gain for federal and California income tax
purposes.
10. Interpretation. Any dispute regarding the interpretation of
this Grant shall be submitted by Optionee or the Company forthwith to the
Committee, which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Committee shall be final and binding on the
Company and on Optionee.
11. Governing Law. This Grant shall be governed by and construed
in accordance with the laws of the State of California as such laws are applied
to agreements between California residents entered into and to be performed
entirely within California. If any provision of this Grant is determined by a
court of law to be illegal or unenforceable, then such provision will be
enforced to the maximum extent possible and the other provisions will remain
fully effective and enforceable.
12. Notices. Any notice required to be given or delivered to the
Company under the terms of this Grant shall be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Optionee shall be in writing and
addressed to Optionee at the address indicated in the Stock Option Grant or to
such other address as such party may designate in writing from time to time to
the Company. All notices shall be deemed to have been given or delivered upon:
personal delivery; three days after deposit in the United States mail by
certified or registered mail (return receipt requested); one business day after
deposit with any return receipt express courier (prepaid); or one business day
after transmission by facsimile, rapifax or telecopier.
13. Adjustment of Shares. In the event that the number of
outstanding shares is changed by a stock dividend, recapitalization, stock
split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration,
then the Exercise Prices of and number of Shares subject to this Option, will be
proportionately adjusted subject to any required action by the Board or the
stockholders of the Company and compliance with applicable securities laws;
provided, however, that fractions of a Share will not be issued but will either
be replaced by a cash payment equal to the Fair Market Value of such fraction of
a Share or will be rounded up to the nearest whole Share, as determined by the
Committee.
14. Assumption or Replacement of Options by Successor. Except as
otherwise set forth in the Employment Agreement, in the event of (a) a
dissolution or liquidation of the Company, (b) a merger or consolidation in
which the Company is not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no
substantial change in the stockholders of the Company or their relative stock
holdings and this Option is assumed, converted or replaced by the successor
corporation, which assumption will be binding on Optionee), (c) a
3.
<PAGE> 5
merger in which the Company is the surviving corporation but after which the
stockholders of the Company (other than any stockholder which mergers (or which
owns or controls another corporation which merges) with the Company in such
merger) cease to own their shares or other equity interests in the Company, (d)
the sale of substantially all of the assets of the Company, or (e) any other
transaction which qualifies as a "corporate transaction" under Section 424(a) of
the Code wherein the stockholders of the Company give up all of their equity
interest in the Company (except for the acquisition, sale or transfer of all or
substantially all of the outstanding shares of the Company from or by the
stockholders of the Company), this Option may be assumed, converted or replaced
by the successor corporation (if any), which assumption, conversion or
replacement will be binding on Optionee, or the successor corporation may
substitute equivalent Options or provide substantially similar consideration to
Optionee as was provided to stockholders (after taking into account the existing
provisions of the Option). In the event such successor corporation (if any)
fails to assume or substitute Options pursuant to a transaction described in
this Section 14, this Option will expire on such transaction at such time and on
such conditions as the Board shall determine.
15. Definitions. For purposes of this Grant, terms that are not
defined in this Grant shall have the meaning ascribed to such terms as set forth
in the Company's 1996 Equity Incentive Plan, a copy of which is attached hereto
and made a part hereof.
16. Entire Agreement. The Exercise Agreement and the Plan are
incorporated in this Grant by reference. This Grant, the Plan and the Employment
Agreement constitute the entire agreement of the parties and supersede all prior
undertakings and agreements with respect to the subject matter hereof.
<PAGE> 6
J. THOMPSON
200,000 SHARE NON-PLAN GRANT
EXHIBIT I
NOTICE OF INTENT TO EXERCISE STOCK OPTION
SYMANTEC CORPORATION
10201 Torre Avenue
Cupertino, CA 95014
DATE: __ __ \ __ __ \ __ __
PURSUANT to the Stock Option Grants (detailed below) granted to me by Symantec
Corporation (the "Company"), I hereby notify the company that I wish to exercise
my right to purchase shares of common stock as described in the table below. I
acknowledge that I have received, read and understood a copy of the Grant
Agreement, and that such is incorporated herein by reference.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Taxes
Grant Grant Option Option Price Number Total Due TOTAL DUE TO
Number Date Type Per Share of Shares Option Price (NQ Only) SYMANTEC
(NQ or
ISO)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
TOTALS
- -------------------------------------------------------------------------------------------------------
</TABLE>
1._____ I wish to sell the shares immediately in a "Same Day Sale" transaction,
as defined in and allowed by the Plan. I hereby irrevocably authorize my
broker, listed below, to pay to Symantec Corporation the Total Due to
Symantec (specified above). The balance of proceeds from the sale should
be paid directly to me, per my instructions. I understand that the
Company will deliver the shares directly to the broker.
__ BT Alex Brown & Sons Account number_____________________
__ BancBoston Robertson Stephens Account number_____________________
2._____ I do not wish to sell the shares at this time. Payment for these shares
will be made in a manner as defined in and allowed by the Plan and the
Company. Please deliver the shares to the following address:
______________________________________________________________________
___ I am not a Company Insider.
___ I am a Company Insider and have received pre-clearance approval from Art
Courville in the Company's Legal Department.
- ------------------------------- -------------------------------
Name Signature
- --------------------------------------------------------------------------------
Address
Social Security Number: __ __ __ \ __ __ \ __ __ __ __ Office Location:________
Daytime Telephone Number:_________________ Home Telephone Number:______________
- --------------------------------------------------------------------------------
Fax this form to the attention of "Stock Administration" in the
Cupertino office, NOT to your broker.
Stock Administration Fax Number: (408) 446-8118.
- --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 5.01
March 1, 2000
SYMANTEC CORPORATION
20330 Stevens Creek Boulevard
Cupertino, California 95014-2132
(408) 253-9600
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8
(the "REGISTRATION STATEMENT") to be filed by you with the Securities and
Exchange Commission (the "COMMISSION") on or about March 1, 2000 in connection
with the registration under the Securities Act of 1933, as amended, of an
aggregate of 200,000 shares of your Common Stock (the "STOCK"), subject to
issuance by you upon the exercise of the stock option granted by you under your
Symantec Corporation Stock Option Grant (April 14, 1999) (the "PLAN"). In
rendering this opinion, we have examined the following:
(1) the Registration Statement, together with the Exhibits filed, or
incorporated therein by reference as a part thereof;
(2) your Form 10-K filed pursuant to 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), which
contains your audited financial statements as of March 31, 1998
and 1999 and for each of the years in the three-year period ended
March 31, 1999;
(3) your Forms 10-Q filed pursuant to 13 or 15(d) of the Exchange Act
for the quarterly periods ended July 2, 1999, October 1, 1999 and
December 31, 1999;
(4) the description of your preferred stock purchase rights under the
caption "Description of Registrant's Securities to be Registered"
on pages 2 through 5 of the your registration statement on Form
8-A filed on August 19, 1998;
(5) the Prospectuses prepared in connection with the Registration
Statement;
(6) your Registration Statement on Form 8-A (Commission File Number
0-17781), as declared effective by the SEC on June 22, 1989;
(7) the minutes of meetings and actions by written consent of your
stockholders and your Board of Directors that are contained in
your minute books that are in our possession; and
(8) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and
other representations.
<PAGE> 2
Symantec Corporation
Page 2
We have also confirmed the continued effectiveness of your registration
under the Securities Exchange Act of 1934, as amended, by telephone call to the
offices of the Commission and have confirmed your eligibility to use Form S-8.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals of all documents submitted to us
as copies, the legal capacity of all natural persons executing the same, the
lack of any undisclosed termination, modification, waiver or amendment to any
documents reviewed by us and the due authorization, execution and delivery of
all documents where due authorization, execution and delivery are prerequisites
to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information obtained from records
referred to above. We have made no independent investigation or other attempt to
verify the accuracy of any of such information or to determine the existence or
non-existence of any other factual matters; however, we are not aware of any
facts that would cause us to believe that the opinion expressed herein is not
accurate.
We are admitted to practice law in the State of California, and we
express no opinion herein with respect to the application or effect of the laws
of any jurisdiction other than the existing laws of the United States of America
and the State of California and (without reference to case law or secondary
sources) the existing Delaware General Corporation Law.
Based upon the foregoing, it is our opinion that the 200,000 shares of
Stock that may be issued and sold by you upon the exercise of the stock option
granted under the Plan, when issued and sold in accordance with the applicable
plan and stock option agreements to be entered into thereunder, and in the
manner referred to in the relevant Prospectus associated with the Registration
Statement, will be 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, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof. This
opinion is intended for your use as an exhibit to the Registration Statement for
the purpose of the above sale of the Stock and is not to be relied upon for any
other purpose.
Very truly yours,
FENWICK & WEST LLP
/s/ Fenwick & West LLP
<PAGE> 1
EXHIBIT 23.01
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Symantec Corporation Stock Option Grant (April 14, 1999)
of our report dated April 30, 1999 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, 1999, filed with the Securities and
Exchange Commission.
/S/ Ernst & Young LLP
San Jose, California
February 28, 2000
