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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 11, 2006
Symantec Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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000-17781
(Commission
File Number)
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77-0181864
(IRS Employer
Identification No.) |
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20330 Stevens Creek Blvd., Cupertino, CA
(Address of Principal Executive Offices)
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95014
(Zip Code) |
Registrants Telephone Number, Including Area Code (408) 517-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 3.02. Unregistered Sales of Equity Securities
On May 11, 2006, Symantec Corporation (the Company) completed an intercompany reorganization of
certain subsidiaries that it acquired as part of its July 2005 acquisition of VERITAS Software
Corporation. The reorganization was completed through the issuance of approximately 214 million
shares of the Companys common stock (the
Shares) to an indirect wholly owned subsidiary of the Company in
exchange for an aggregate principal amount of approximately $3.7 billion in promissory notes, which
will be repaid over an extended period of years. Because the issued shares will be held by an
indirect wholly owned subsidiary, they will not be reflected as outstanding on the Companys
consolidated financial statements, nor will they be considered outstanding for the purpose of any
required vote of the Companys outstanding shares. In addition, because the notes are between and
among the Company and its affiliated entities, their issuance will have no impact on the Companys
consolidated balance sheet. The Shares have not been registered under the Securities Act of 1933,
as amended (the Securities Act), and were issued in a transaction not involving a public offering
pursuant to the exemption under Section 4(2) of the Securities Act.
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.
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Symantec Corporation
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By: |
/s/ Arthur F. Courville
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Date: May 15, 2006 |
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Arthur F. Courville |
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Senior Vice President, General Counsel, and Secretary |
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