Transaction Valuation* | Amount of Filing Fee** | ||||
$520,000,000 | $55,640 | ||||
* | Calculated solely for purposes of determining the filing fee. The purchase price of the 0.25% Convertible Subordinated Notes due 2013, as described herein, is 100% of the principal amount of the Notes. As of June 29, 2006, there was approximately $520,000,000 in aggregate principal amount at maturity outstanding, resulting in an aggregate maximum purchase price of $520,000,000. | |
** | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 5 for fiscal year 2006, equals $107 for each $1,000,000 of the value of the transaction. |
o
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: | ||||
Form or Registration No.: | ||||
Filing Party: |
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Date Filed: |
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o
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. | |
Check the appropriate boxes below to designate any transactions to which the statement relates: | ||
o
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third-party tender offer subject to Rule 14d-1. | |
þ
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issuer tender offer subject to Rule 13e-4. | |
o
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going-private transaction subject to Rule 13e-3. | |
o
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amendment to Schedule 13D under Rule 13d-2. | |
Check the following box if the filing is a final amendment reporting the results of the tender offer: o |
(b) | Not applicable. |
(a) | Not applicable. | |||||
(b) | Not applicable. |
(a) | (1) | (A) Company Notice to Holders of Veritas Software Corporation 0.25% Convertible Subordinated Notes due 2013, | |||
dated June 30, 2006 (filed herewith). |
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(a) | (1) | (B) Form of Repurchase Notice (filed herewith). | |||
(a) | (1) | (C) Form of Notice of Withdrawal (filed herewith). | |||
(a) | (1) | (D) Substitute Form W-9 (filed herewith). |
(a) | (1) | (E) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (filed herewith). | |||||
(b) | Not applicable. | |||||||
(c) | Not applicable. | |||||||
(d) | (1) | Indenture, dated as of August 1, 2003, by and between Veritas Software Corporation and U.S Bank National Association (incorporated by reference to Exhibit 10.04 to Symantecs Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 8, 2005). | ||||||
(d) | (2) | First Supplemental Indenture, dated as of October 25, 2004, by and between Veritas Software Corporation and U.S Bank National Association (incorporated by reference to Exhibit 10.05 to Symantecs Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 8, 2005). | ||||||
(d) | (3) | Second Supplemental Indenture, dated as of July 2, 2005, by and among Veritas Software Corporation, Symantec Corporation and U.S Bank National Association (incorporated by reference to Exhibit 10.03 to Symantecs Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 8, 2005). | ||||||
(d) | (4) | Registration Rights Agreement, dated as of August 1, 2003, by and among Veritas Software Corporation as Issuer and Goldman Sachs & Co., ABN AMRO Rothschild LLC and McDonald Investments Inc. as Initial Purchasers (incorporated by reference to Exhibit 10.06 to Symantecs Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 8, 2005). | ||||||
(g) | Not applicable. | |||||||
(h) | Not applicable. |
(a) | Not applicable. |
SYMANTEC CORPORATION |
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By: | /s/Arthur F. Courville | |||
Arthur F. Courville | ||||
Executive Vice President, General Counsel and Secretary |
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VERITAS SOFTWARE CORPORATION |
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By: | /s/Arthur F. Courville | |||
Arthur F. Courville | ||||
Senior Vice President, Corporate Legal Affairs and Secretary |
Exhibit No. | Description | |||||
(a)
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(1) | (A) | Company Notice to Holders of Veritas Software Corporation 0.25% Convertible Subordinated Notes due 2013, dated June 30, 2006 (filed herewith). | |||
(a)
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(1) | (B) | Form of Repurchase Notice (filed herewith). | |||
(a)
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(1) | (C) | Form of Notice of Withdrawal (filed herewith). | |||
(a)
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(1) | (D) | Substitute Form W-9 (filed herewith). | |||
(a)
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(1) | (E) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (filed herewith). | |||
(b)
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Not applicable. | |||||
(c)
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Not applicable. | |||||
(d)
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(1) | Indenture, dated as of August 1, 2003, by and between Veritas Software Corporation and U.S Bank National Association (incorporated by reference to Exhibit 10.04 to Symantecs Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 8, 2005). | ||||
(d)
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(2) | First Supplemental Indenture, dated as of October 25, 2004, by and between Veritas Software Corporation and U.S Bank National Association (incorporated by reference to Exhibit 10.05 to Symantecs Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 8, 2005). | ||||
(d)
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(3) | Second Supplemental Indenture, dated as of July 2, 2005, by and among Veritas Software Corporation, Symantec Corporation and U.S Bank National Association (incorporated by reference to Exhibit 10.03 to Symantecs Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 8, 2005). | ||||
(d)
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(4) | Registration Rights Agreement, dated as of August 1, 2003, by and among Veritas Software Corporation as Issuer and Goldman Sachs & Co., ABN AMRO Rothschild LLC and McDonald Investments Inc. as Initial Purchasers (incorporated by reference to Exhibit 10.06 to Symantecs Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 8, 2005). | ||||
(e)
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Not applicable. | |||||
(f)
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Not applicable. | |||||
(g)
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Not applicable. | |||||
(h)
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Not applicable. |