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. | |
þ | 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. |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
o | third-party tender offer subject to Rule 14d-1. | |
þ | issuer tender offer subject to Rule 13e-4. | |
o | going-private transaction subject to Rule 13e-3. | |
o | amendment to Schedule 13D under Rule 13d-2. |
Items 1 through 11 | ||||||||
Item 12. Exhibits | ||||||||
Item 13. Information Required by Schedule 13E-3 | ||||||||
SIGNATURE | ||||||||
INDEX TO EXHIBITS |
(a) | (1 | ) | (A) Company Notice to Holders of Veritas Software Corporation 0.25% Convertible Subordinated Notes due 2013, dated June 30, 2006.* | ||
(a) | (1 | ) | (B) Form of Repurchase Notice.* | ||
(a) | (1 | ) | (C) Form of Notice of Withdrawal.* | ||
(a) | (1 | ) | (D) Substitute Form W-9.* | ||
(a) | (1 | ) | (E) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* | ||
(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). | ||
(e) | Not applicable. | ||||
(f) | Not applicable. | ||||
(g) | Not applicable. | ||||
(h) | Not applicable. |
* | Previously filed as an exhibit to the Schedule TO-I filed on June 30, 2006. |
SYMANTEC CORPORATION |
||||
By: | /s/ Arthur F. Courville | |||
Arthur F. Courville | ||||
Executive Vice President, General Counsel
and Secretary |
||||
VERITAS SOFTWARE CORPORATION |
||||
By: | /s/ Arthur F. Courville | |||
Arthur F. Courville | ||||
Senior Vice President, Corporate Legal
Affairs and Secretary |
||||
Exhibit No. | Description | |||||
(a)
|
(1 | ) | (A) Company Notice to Holders of Veritas Software Corporation 0.25% Convertible Subordinated Notes due 2013, dated June 30, 2006.* | |||
(a)
|
(1 | ) | (B) Form of Repurchase Notice.* | |||
(a)
|
(1 | ) | (C) Form of Notice of Withdrawal.* | |||
(a)
|
(1 | ) | (D) Substitute Form W-9.* | |||
(a)
|
(1 | ) | (E) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* | |||
(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). | ||||
(e | ) | Not applicable. | ||||
(f | ) | Not applicable. | ||||
(g | ) | Not applicable. | ||||
(h | ) | Not applicable. |
* | Previously filed as an exhibit to the Schedule TO-I filed on June 30, 2006. |