sv3asr
As filed with the Securities and Exchange
Commission on September 13, 2010
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
Symantec Corporation
(Exact name of registrant as
specified in its charter)
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Delaware
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77-0181864
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(State of
incorporation)
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(IRS Employer
Identification Number)
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350 Ellis Street
Mountain View, California 94043
(650) 527-8000
(Address, including zip
code, and telephone number, including area code, of
registrants principal executive
offices)
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Scott C. Taylor
Executive Vice President, General Counsel and Secretary
Symantec Corporation
350 Ellis Street
Mountain View, California 94043
(650) 527-8000
(Name, address, including
zip code, and telephone number, including area code, of agent
for service)
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Copy to:
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Daniel J. Winnike, Esq.
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William H. Hinman, Jr., Esq.
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David K. Michaels, Esq.
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Simpson Thacher & Bartlett LLP
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William L. Hughes, Esq.
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2550 Hanover Street
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Fenwick & West LLP
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Palo Alto, California 94304
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801 California Street
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(650) 251-5000
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Mountain View, California 94041
(650) 988-8500
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Approximate date of commencement of proposed sale to the
public: From time to time after the effective
date of this Registration Statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. þ
If this form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o
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CALCULATION OF REGISTRATION
FEE
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Amount to be Registered/
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Proposed Maximum Offering Price per Unit/
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Title of Each Class of
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Proposed Maximum Aggregate Offering Price/
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Securities to be Registered
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Amount of Registration Fee
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Common Stock, par value $0.01 per share
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(1
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Debt Securities
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(1
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(1)
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An indeterminate amount of
securities to be offered at indeterminate prices is being
registered pursuant to this registration statement. Separate
consideration may or may not be received for securities that are
issuable upon conversion of, or in exchange for, or upon
exercise of, convertible or exchangeable securities. The
registrant is deferring payment of the registration fee pursuant
to Rule 456(b) and is excluding this information in
reliance on Rule 456(b) and Rule 457(r).
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Prospectus
Symantec Corporation
Common Stock, par value $0.01
per share
Debt Securities
We may offer from time to time, in one or more offerings, debt
securities or shares of our common stock, par value $0.01 per
share, including shares of common stock issuable upon conversion
or exchange of debt securities. This prospectus describes the
general terms of these securities and the general manner in
which we will offer them. We will provide the specific terms of
these securities in supplements to this prospectus. The
prospectus supplements will also describe the specific manner in
which we will offer these securities and may also supplement,
update or amend information contained in this prospectus. You
should read this prospectus and the applicable prospectus
supplement carefully before you invest.
Our common stock is listed on the Nasdaq Global Select Market
under the symbol SYMC.
We may sell these securities on a continuous or delayed basis
directly, through agents, dealers or underwriters as designated
from time to time, or through a combination of these methods. We
reserve the sole right to accept, and together with any agents,
dealers and underwriters, reserve the right to reject, in whole
or in part, any proposed purchase of securities. If any agents,
dealers or underwriters are involved in the sale of any
securities, the applicable prospectus supplement will set forth
any applicable commissions or discounts. Our net proceeds from
the sale of securities also will be set forth in the applicable
prospectus supplement.
THIS PROSPECTUS MAY NOT BE USED TO OFFER OR SELL ANY SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
Investing in any of our securities involves certain risks.
See Risk Factors on page 4 in this prospectus,
as well as in supplements to this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is September 13, 2010
TABLE OF
CONTENTS
Prospectus
You should rely only on the information contained or
incorporated by reference in this prospectus and in any
supplement to this prospectus. We have not authorized any other
person to provide you with different information. If anyone
provides you with different or inconsistent information, you
should not rely on it. You should assume that the information
appearing in this prospectus and the accompanying prospectus
supplement is accurate as of the date on their respective
covers. Our business, financial condition, results of operations
and prospects may have changed since that date.
ABOUT
THIS PROSPECTUS
This prospectus is part of a shelf registration
statement that we have filed with the Securities and Exchange
Commission (the SEC). By using a shelf registration
statement, we may sell, at any time and from time to time, in
one or more offerings, any of the securities identified in this
prospectus or any combination of the securities.
This prospectus only provides you with a general description of
the debt securities we may offer. Each time we sell securities,
we will provide a prospectus supplement that contains specific
information about the terms of those securities. The prospectus
supplement may also add, update or change information contained
in this prospectus. You should read both this prospectus and any
prospectus supplement together with the additional information
described below under the headings Where You Can Find More
Information and Information Incorporated by
Reference.
We are not making an offer of these securities in any
jurisdiction where the offer is not permitted. You should not
assume that the information in this prospectus or a prospectus
supplement is accurate as of any date other than the date on the
front of the document.
When used in this prospectus, the terms Symantec,
we, our and us refer to
Symantec Corporation and its consolidated subsidiaries, unless
otherwise specified.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
All statements included or incorporated by reference in this
prospectus and any accompanying prospectus supplement, other
than statements of historical facts, that address activities,
events or developments that we intend, expect, project, believe
or anticipate will or may occur in the future are
forward-looking statements. This prospectus and any accompanying
prospectus supplement contain forward-looking statements that
are based on current expectations, estimates, forecasts and
projections about us, our future performance, our business, our
beliefs and our managements assumptions. In addition, we,
or others on our behalf, may make forward-looking statements in
press releases or written statements, or in our communications
and discussions with investors and analysts in the normal course
of business through meetings, webcasts, phone calls and
conference calls. Words such as expect,
anticipate, outlook, could,
target, project, intend,
plan, believe, seek,
estimate, should, may,
assume or continue, and variations of
such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees
of future performance and involve certain risks, uncertainties
and assumptions that are difficult to predict. We refer you to
some of the risks, uncertainties and assumptions that could
affect our business including our financial condition and
results of operations in Risk Factors below. We may
update our descriptions of such risks, uncertainties and
assumptions in any prospectus supplement. We have based our
forward-looking statements on our managements beliefs and
assumptions based on information available to our management at
the time the statements are made. We caution you that actual
outcomes and results may differ materially from what is
expressed, implied or forecast by our forward-looking
statements. Reference is made in particular to forward-looking
statements regarding projections of our future financial
performance, capital resources, anticipated growth and trends in
our businesses and in our industries, the anticipated impact of
our acquisitions, and other characterizations of future events
or circumstances. Except as required under the federal
securities laws and the rules and regulations of the SEC, we do
not have any intention or obligation to update publicly any
forward-looking statements after the distribution of this
prospectus and any accompanying prospectus supplement, whether
as a result of new information, future events, changes in
assumptions or otherwise.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. Our SEC filings are
available to the public from the SECs web site at
www.sec.gov. You may also read and copy any document we file at
the SECs public reference room in Washington, D.C.
located at 100 F Street, N.E., Washington, D.C.
20549. You may also obtain copies of any document we file at
prescribed rates by writing to the Public Reference Section of
the Securities Exchange Commission at that address. Please call
the SEC at
1-800-SEC-0330
for further information on the public reference room.
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INFORMATION
INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference in
this prospectus the information in other documents that we file
with it, which means that we can disclose important information
to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this
prospectus, and information in documents that we file later with
the SEC will automatically update and supersede information
contained in documents filed earlier with the SEC or contained
in this prospectus or a prospectus supplement. We incorporate by
reference in this prospectus the documents listed below and any
future filings that we may make with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the termination of
the offering under this prospectus:
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Annual Report on
Form 10-K
for the year ended April 2, 2010 (including those sections
incorporated by reference from our Proxy Statement filed
July 30, 2010);
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Quarterly Report on
Form 10-Q
for the fiscal quarter ended July 2, 2010;
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Current Reports on
Form 8-K
filed May 4, 2010, May 24, 2010, May 28, 2010,
July 7, 2010, August 11, 2010, September 7, 2010
and September 13, 2010; and
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the description of our common stock contained in our
registration statement on
Form 8-A
filed May 24, 1989 (including any amendment or report filed
for the purpose of updating that description).
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To the extent that any information contained in any Current
Report on
Form 8-K,
or any exhibit thereto, was furnished to, rather than filed
with, the SEC, such information or exhibit is specifically not
incorporated by reference in this prospectus.
You may obtain a copy of any or all of the documents referred to
above which may have been or may be incorporated by reference
into this prospectus (excluding certain exhibits to the
documents) at no cost to you by writing or telephoning us at the
following address:
Symantec Corporation
Attn: Investor Relations
350 Ellis Street
Mountain View, California 94043
(650) 527-8000
The mailing address of our principal executive offices is 350
Ellis Street, Mountain View, CA 94043, and our telephone number
at that location is
(650) 527-8000.
SYMANTEC
CORPORATION
Symantec is a global provider of security, storage and systems
management solutions that help businesses and consumers secure
and manage their information. We provide customers worldwide
with software and services that protect, manage and control
information risks related to security, data protection, storage,
compliance, and systems management. We help our customers manage
cost, complexity and compliance by protecting their IT
infrastructure as they seek to maximize value from their IT
investments.
We operate primarily in three diversified markets within the
software sector: security, storage, and systems management. We
believe these markets are converging as customers increasingly
require our help mitigating their risk profiles and managing
their storage needs in order to secure and manage their most
valuable asset information. We have taken a
proactive and policy-driven approach to protecting and managing
information as the tools and processes from these formerly
discrete domains become more integrated.
Founded in 1982, we are incorporated in the State of Delaware.
Our principal executive offices are located at 350 Ellis Street,
Mountain View, California 94043. Our telephone number at that
location is
(650) 527-8000.
We maintain a website at www.symantec.com. The information
contained on our website is not incorporated by reference in
this prospectus or the accompanying prospectus supplement and
you should not consider it a part of this prospectus or the
accompanying prospectus supplement.
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RISK
FACTORS
Before you invest in any of our securities, in addition to the
other information, documents or reports incorporated by
reference in this prospectus and in the applicable prospectus
supplement, you should carefully consider the risk factors set
forth in the section entitled Risk Factors in any
prospectus supplement as well as in Part I,
Item 1A. Risk Factors, in our most recent annual
report on
Form 10-K,
as may be updated from time to time in Part II,
Item 1A. Risk Factors, in our quarterly reports on
Form 10-Q
filed subsequent to such
Form 10-K
which are incorporated by reference into this prospectus and the
applicable prospectus supplement in their entirety. Each of the
risks described in these sections and documents could materially
and adversely affect our business, financial condition, results
of operations and prospects, and could result in a loss of your
investment.
USE OF
PROCEEDS
Unless otherwise specified in a prospectus supplement
accompanying this prospectus, the net proceeds from the sale of
the securities to which this prospectus relates will be used for
general corporate purposes, after deducting underwriting
discounts and offering expenses. General corporate purposes may
include repayment of our outstanding indebtedness, repurchases
of our outstanding securities, acquisitions, working capital and
capital expenditures. Net proceeds may be temporarily invested
prior to use.
RATIO OF
EARNINGS TO FIXED CHARGES
The following table contains our ratio of earnings to fixed
charges for the periods indicated. For these ratios,
earnings represents (a) income (loss) before
income taxes and loss from joint venture and (b) fixed
charges. Fixed charges consist of interest on all indebtedness,
amortization of debt expense and an estimate of the interest
within rental expense.
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Three Months
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Fiscal Year Ended
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Ended
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April 2,
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April 3,
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March 28,
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March 30,
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March 31,
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July 2, 2010
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2010
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2009
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2008
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2007
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2006
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5.32x
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6.81x
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(1)
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5.36x
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5.94x
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13.52x
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Earnings for the fiscal year ended April 3, 2009 were not
sufficient to cover fixed charges by a total of
$6.6 billion and, as such, the ratio of earnings to fixed
charges has not been computed for this period. Included in the
earnings for fiscal 2009 is an impairment of goodwill of
$7.4 billion. For more information, see Note 6 of the
Notes to the Consolidated Financial Statements in our
Form 10-K
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DESCRIPTION
OF DEBT SECURITIES
The following description of the debt securities we may offer,
together with the additional information included in any
prospectus supplement, describes the material terms of the debt
securities but is not complete. For a more detailed description
of the terms of the debt securities, please refer to the
indenture that we have filed as an exhibit to the registration
statement that includes this prospectus. We will describe in a
prospectus supplement the specific terms of any debt securities
we may offer by this prospectus. If indicated in a prospectus
supplement, the terms of the debt securities may differ from the
terms described below.
The debt securities will be our senior unsecured debt securities
and will rank equally with all other existing and future
unsecured and unsubordinated debt obligations of Symantec. We
will issue our debt securities under an indenture between
Symantec and Wells Fargo Bank, National Association, as trustee.
The following summaries of the senior unsecured debt and the
indenture are subject to, and qualified in their entirety by
reference to, all the provisions of the indenture and any
supplement thereto, including the definitions of terms, and any
officers certificate pursuant to which notes are issued
pursuant thereto.
We may issue the debt securities from time to time in one or
more series. We will also determine the terms and provisions of
the debt securities, which must be consistent with the
indenture, including terms such as maturity,
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principal and interest. Unless otherwise specified in the
applicable prospectus supplement, the senior debt securities
when issued will be unsecured and unsubordinated obligations of
Symantec and will rank equally with all other existing and
future senior unsecured and unsubordinated indebtedness of
Symantec, including Symantecs 0.75% Convertible
Senior Notes due 2011 and 1.00% Convertible Senior Notes
due 2013 and indebtedness we may incur from time to time under
the four-year senior unsecured $1.0 billion revolving
credit facility that we entered into on September 8, 2010
(the 2010 credit facility).
The indenture does not limit the amount of other debt that we
may issue and does not contain financial or similar restrictive
covenants. The indenture does not contain any provision intended
to provide protection to holders of debt securities against a
sudden or dramatic decline in the credit quality of Symantec
that could, for example, result from a takeover,
recapitalization, special dividend or other restructuring.
Each prospectus supplement will describe the following terms
relating to each series of debt securities that we may issue:
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the title;
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the price or prices at which we will issue the debt securities;
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the person to whom any interest on a debt security of the series
will be payable, if other than the person in whose name that
debt security (or one or more predecessor debt securities) is
registered at the close of business on the regular record date
for interest;
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the maturity date(s) or the method of determining the maturity
date(s);
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the interest rate(s), which may be fixed or variable, or the
method for determining the rate(s) and the date(s) interest will
start to accrue, the date(s) on which interest will be payable
and the regular record dates for interest payment dates or the
method for determining the interest payment dates;
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the place(s) where payments may be made and the manner of
payments;
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Symantecs right, if any, to defer payment of interest and
the maximum length of any deferral period;
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the dates, if any, after which, and the price(s) at which, the
series of debt securities may be redeemed at Symantecs
option under any optional redemption provisions, and other
related terms and conditions;
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the obligation, if any, of Symantec to redeem or purchase any of
the debt securities under any sinking fund or analogous
provision or at the option of the holder and the date(s), if
any, on which, and the price(s) at which Symantec is obligated,
under those provisions or otherwise, to redeem or purchase the
series of debt securities and other related terms and provisions;
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the denominations in which any of the debt securities will be
issued, if other than denominations of $2,000 and any integral
multiple of $1,000;
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if the amount of payments of principal or interest is to be
determined by reference to an index or a formula, or based on a
coin or currency other than that in which the debt securities
are stated to be payable, the manner in which these amounts will
be determined and the calculation agent, if any;
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if other than United States dollars, the currency, currencies or
currency units in which payments on the debt securities will be
payable and whether the holder may choose a different currency
for payment;
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the currency, currencies or currency units of payment of
principal or interest and the period, if any, during which a
holder may elect payment in a currency other than the currency
in which the debt securities are denominated;
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if other than the entire principal amount, the portion of the
principal amount of the debt securities that will be payable
upon declaration of acceleration of maturity;
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the terms that apply to any debt securities issued at a discount
from their stated principal amount;
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if the principal amount payable at the stated maturity of any
debt securities will not be determinable before the stated
maturity, the amount that will be deemed to be the principal
amount as of any date for any purpose,
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including the principal amount that will be due and payable upon
any maturity other than the stated maturity or that will be
treated as outstanding as of any date (or the manner in which
the deemed principal amount is to be determined);
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if applicable, that the debt securities, in whole or any
specified part, are defeasible;
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conversion or exchange provisions, if any, including conversion
or exchange prices or rates and adjustments to those prices and
rates;
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whether any of the debt securities will be issued in global form
and, if so, who the depositary will be and the terms of the
global securities;
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any subordination provisions;
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any deletion of, or change or addition to any event of default
or covenant;
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any change in the right of the trustee or the holders to declare
the principal amount of any of the debt securities due and
payable;
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terms and conditions, if any, under which any of the debt
securities are secured; and
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any other specific terms of the debt securities.
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If any debt securities are sold for any foreign currency or
currency unit or if any payments of the debt securities are
payable in any foreign currency or currency unit, the prospectus
supplement will contain any restrictions, elections, tax
consequences, specific terms and other information about the
debt securities and the foreign currency or currency unit.
The debt securities may be issued as original issue discount
securities. An original issue discount security is a debt
security, including any zero-coupon security, that is sold at a
price that is lower than the amount payable upon its stated
maturity and provides that upon redemption or acceleration of
the maturity, an amount less than the amount payable upon the
stated maturity becomes due and payable. An original issue
discount security also may bear no interest or bear interest at
a below-market rate. The prospectus supplement will also contain
any special tax, accounting or other information about original
issue discount securities or other kinds of debt securities that
may be offered, including debt securities linked to an index or
payable in currencies other than United States dollars.
Conversion
and Exchange Rights
The terms on which any series of debt securities may be
convertible into or exchangeable for common stock or other
securities of Symantec will be described in the applicable
prospectus supplement. These terms will include whether
conversion or exchange is mandatory, at the option of the holder
or at the option of Symantec. These terms may also include
provisions for adjustment in the number of shares of common
stock or other securities of Symantec to be received by the
holders of the series of debt securities and provisions for
calculation of the number of shares of common stock or other
securities to be received by the holders upon conversion or
exchange of debt securities according to the market price as of
a specific time.
Form,
Exchange and Transfer
The debt securities of each series will be issuable only in
fully registered form, without coupons, and, unless otherwise
specified in the applicable prospectus supplement, only in
denominations of $2,000 and integral multiples of $1,000. At the
option of the holder, subject to the terms of the indenture and
the limitations that apply to global securities described in the
applicable prospectus supplement, debt securities of any series
will be exchangeable for the other debt securities of the same
series, in any authorized denomination and of like tenor and
aggregate principal amount.
Subject to the terms of the indenture and the limitations that
apply to global securities described in the applicable
prospectus supplement, debt securities may be presented for
exchange or for registration of transfer at the office of the
security registrar or at the office of any transfer agent
designated by Symantec for that purpose. Unless otherwise
specified in the debt securities to be exchanged or transferred,
there will not be a service charge for any
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registration of exchange or transfer of debt securities, but
Symantec may require payment of any taxes or other governmental
charges. Symantec has appointed the trustee as security
registrar. Any transfer agent in addition to the security
registrar that Symantec initially designates for any debt
securities will be named in the applicable prospectus
supplement. Symantec may at any time designate additional
transfer agents or rescind the designation of any transfer agent
or approve a change in the office through which any transfer
agent acts, except that Symantec will be required to maintain a
transfer agent in each place of payment for the debt securities
of each series.
If the debt securities of any series are to be redeemed in part,
Symantec will not be required to:
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issue, register the transfer of or exchange any debt security of
that series during the
15-day
period before the day of mailing of a notice of redemption of
any debt security that may be selected for redemption; or
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register the transfer of or exchange any debt security selected
for redemption, in whole or in part, except the unredeemed
portion of any debt security being redeemed in part.
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Global
Securities
We may issue a series of debt securities in whole or in part in
the form of one or more global certificates that will be
deposited with a depositary we will identify in a prospectus
supplement. We may issue global debt securities in either
registered or unregistered form and in either temporary or
definitive form. We will describe the specific terms of the
depositary arrangement for any series of debt securities in the
applicable prospectus supplement.
Except as described in the applicable prospectus supplement, no
global security may be exchanged for debt securities registered,
and no transfer of a global security may be registered, in the
name of any person other than the depositary for the global
security or any nominee of the depositary unless:
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the depositary has notified us that it is unwilling or unable to
continue as depositary for the global security or has ceased to
be qualified to act as depositary as required by the
indenture; or
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an event of default with respect to the debt securities
represented by the global security has occurred and is
continuing.
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As long as the depositary, or its nominee, is the registered
holder of a global security, the depositary or its nominee will
be considered the sole owner and holder of the debt securities
represented by that global security for all purposes under the
indenture. Except in the limited circumstances referred to
above, owners of beneficial interests in a global security:
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will not be entitled to have the debt securities represented by
a global security registered in their names;
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will not receive or be entitled to receive physical delivery of
the debt securities in definitive form; and
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will not be considered the owners or holders of the debt
securities under the indenture.
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We will make all payments of principal and premium, if any, and
interest, if any, on a global security to the depositary or its
nominee.
The laws of some jurisdictions require that specified purchasers
of securities take physical delivery of the securities in
definitive form. These laws may limit the ability of those
persons to own, transfer or pledge beneficial interests in a
global security.
Ownership of beneficial interests in a global security will be
limited to institutions that have accounts with the depositary
or its nominee, referred to as participants, and to
persons that may hold beneficial interests through participants.
Upon the issuance of a registered global security, the
depositary for the registered global security will credit, on
its book-entry registration and transfer system, the
participants accounts with the respective principal
amounts of the debt securities represented by the global
security beneficially owned by the participants. Any dealers,
underwriters or agents participating in the distribution of the
debt securities will designate the accounts to be credited.
Ownership of beneficial interest in a global security will be
shown only on, and the transfer of that ownership interest will
be made only through, records maintained by the depositary for
participants interests or on the records of participants
for interests of persons holding through participants.
7
Each person owning a beneficial interest in a global security
must rely on the procedures of the depositary for the global
security and, if the person is not a participant, on the
procedures of a participant through which the person owns its
interest, to exercise any right of a holder under the indenture.
Payments, transfers, exchanges and others matters relating to
beneficial interests in a global security may be subject to
various policies and procedures adopted by the depositary from
time to time. None of Symantec, the trustee or any of our agents
or agents of the trustee will have any responsibility or
liability for any aspect of the depositarys or any
participants records relating to, or for payments made on
account of, beneficial interests in a global security, or for
maintaining, supervising or reviewing any records relating to
the beneficial interests.
Payment
and Paying Agents
Unless otherwise indicated in the applicable prospectus
supplement, payment of interest on a debt security on any
interest payment date will be made to the person in whose name
the debt security, or one or more predecessor debt securities,
is registered at the close of business on the regular record
date for that interest.
Unless otherwise indicated in the applicable prospectus
supplement, principal of and any premium and interest on the
debt securities of a particular series will be payable at the
office of the paying agent(s) designated by Symantec, except
that at Symantecs option interest payments may be made by
check mailed to the holder. Unless otherwise indicated in the
applicable prospectus supplement, the corporate trust office of
the trustee will be designated as Symantecs sole paying
agent for payments on debt securities of each series. The
applicable prospectus supplement will name any other paying
agents initially designated by Symantec for the debt securities
of a particular series. Symantec may at any time designate
additional paying agents or rescind the designation of any
paying agent or approve a change in the office through which any
paying agent acts, except that Symantec will be required to
maintain a paying agent in each place of payment for the debt
securities of a particular series.
All moneys that Symantec pays to a paying agent or the trustee
for the payment of the principal of or any premium or interest
on any debt security that remain unclaimed for a period ending
the earlier of 10 business days before the money would escheat
to the state or at the end of two years after the relevant
principal, premium or interest has become due and payable will
be repaid to Symantec, and the holder of that debt security may
look only to Symantec for payment.
Consolidation,
Merger and Sale of Assets
Under the terms of the indenture, Symantec may consolidate with
or merge into another entity or convey, transfer or lease all or
substantially all of our assets to another entity, if Symantec
is the continuing entity or, if Symantec is not the continuing
entity:
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the continuing entity is organized under the laws of the United
States;
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the continuing entity expressly assumes all of our obligations
under the debt securities and the indenture and, if required,
executes a supplemental indenture, in a form satisfactory to the
trustee, which will be delivered to the trustee;
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immediately after giving effect to the transaction, there is no
default on the debt securities and the transaction does not
cause a default on the debt securities; and
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we or the continuing entity deliver to the trustee an
officers certificate and opinion of counsel stating that
the transaction and the supplemental indenture, if any, complies
with this covenant and that all conditions precedent in the
indenture relating to the transaction have been satisfied.
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Events of
Default
Unless otherwise described in a prospectus supplement, each of
the following will be an event of default under the indenture
with respect to any series of the debt securities:
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failure to pay the principal or any premium when due;
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failure to pay interest for 30 days after the date payment
is due and payable, if the time for payment has not been
extended or deferred;
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8
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failure to make any sinking fund payment when due;
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failure to perform any other covenant for 60 days after
written notice from the trustee or the holders of at least 25%
in aggregate principal amount of the outstanding debt securities
of that series;
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events in bankruptcy, insolvency or reorganization of
Symantec; and
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any other event of default specified in a supplemental indenture
or officers certificate under which we issue a series of
debt securities.
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The occurrence of an event of default under the indenture
governing the debt securities would constitute an event of
default under our 2010 credit facility and may constitute an
event of default under future credit agreements or facilities in
existence from time to time. In addition, the occurrence of an
event of default or an acceleration under the indenture may
constitute an event of default under certain of our other
indebtedness outstanding from time to time.
An event of default for a particular series of debt securities
is not necessarily an event of default for any other series of
debt securities issued under an indenture. If an event of
default involving any series of debt securities has occurred and
is continuing, other than an event of default caused by events
in bankruptcy, insolvency or reorganization of Symantec, either
the trustee or the holders of at least 25% in aggregate
principal amount of the outstanding debt securities of each
affected series may declare the principal amount of the debt
securities of that series to be due and payable immediately. If
an event of default caused by events in bankruptcy, insolvency
or reorganization of Symantec has occurred and is continuing,
the principal amount of all the outstanding debt securities of
that series will automatically, and without any action by the
trustee or any holder, become immediately due and payable. After
any acceleration, but before a judgment or decree based on
acceleration, the holders of a majority in aggregate principal
amount of the outstanding debt securities of that series may,
under certain circumstances, rescind and annul acceleration if
all events of default, other than the non-payment of accelerated
principal (or other specified amount), have been cured or waived
as provided in the indenture. For information about waiver of
defaults, see Modification and Waiver.
Subject to the provisions of the indenture, if an event of
default has occurred and is continuing, the trustee will not be
obligated to exercise any of its rights or powers under the
indenture at the request or direction of any of the holders of
the applicable series of debt securities, unless those holders
have offered the trustee an indemnity satisfactory to it.
Subject to these provisions for the indemnification of the
trustee, the holders of a majority in aggregate principal amount
of the outstanding debt securities of any series will have the
right to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee or exercising
any trust or power conferred on the trustee with respect to the
debt securities of that series.
A holder of a debt security of any series will have a right to
institute a proceeding under the indenture, or to appoint a
receiver or a trustee, or to seek any other remedy only if:
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the holder has previously given written notice to the trustee of
a continuing event of default with respect to the debt
securities of that series;
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the holders of at least 25% in aggregate principal amount of the
outstanding securities of that series have made a written
request, and have offered an indemnity satisfactory to the
trustee, to the trustee to institute the proceeding as
trustee; and
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the trustee has not instituted the proceeding, and has not
received from the holders of a majority in aggregate principal
amount of the outstanding securities of that series other
conflicting directions within 60 days after that notice,
request and offer.
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These limitations do not apply to a suit instituted by a holder
of a debt security to enforce payment of the principal of or any
premium or interest on that debt security on or after the
applicable due date specified in the debt security.
Symantec will periodically file statements with the trustee
regarding its compliance with certain of the covenants in the
indenture.
9
Modification
and Waiver
Symantec and the trustee may change the indenture with the
consent of the holders of a majority in aggregate principal
amount of the outstanding debt securities of each series
affected by the change. The following changes, however, may be
made only with the consent of the holder of each outstanding
debt security affected:
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change the stated maturity of any debt security;
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reduce the principal amount or premium, if any, of any debt
security;
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reduce the rate or extend the time of payment of interest;
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reduce the amount of principal of any debt security issued with
an original issue discount that is payable upon acceleration or
provable in bankruptcy;
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any reduction in the premium payable upon the redemption of any
debt security of a particular series;
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change the place or currency of payment of principal, premium,
if any, or interest;
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impair the right to institute suit for the enforcement of any
payment on any debt security;
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in the case of subordinated debt securities, modify the
subordination provisions in a manner materially adverse to the
holders of the subordinated debt securities;
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in the case of debt securities that are convertible or
exchangeable into other securities of Symantec, adversely affect
the right of holders to convert or exchange any of the debt
securities other than as provided in the indenture;
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reduce the percentage in principal amount of holders of debt
securities of any series whose consent is required to change the
indenture for that series;
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reduce the percentage in principal amount of holders of debt
securities of any series necessary for waiver of compliance with
certain provisions of the indenture or for waiver of certain
defaults; or
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modify the provisions on modification and waiver.
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The indenture will provide that the holders of a majority in
aggregate principal amount of the outstanding debt securities of
any series may waive compliance by Symantec with specific
restrictive provisions of the indenture on behalf of the holders
of all debt securities of that series. The holders of not less
than a majority in principal amount of the outstanding debt
securities of any series may waive any past default under the
indenture of debt securities of that series on behalf of all
holders of debt securities of that series, except a default in
the payment of principal, premium, if any, or interest on any
debt security of that series or a default in respect of a
covenant or provision of the indenture that cannot be amended
without the consent of the holder of each outstanding debt
security of the series affected.
The indenture will provide that in determining whether the
holders of the requisite principal amount of debt securities
have given or taken any direction, notice, consent, waiver or
other action under the indenture as of any date:
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the principal amount of an original issue discount security that
will be treated as outstanding will be the amount of the
principal of that debt security that would be due and payable as
of that date upon acceleration of the maturity to that date;
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if, as of that date, the principal amount payable at the stated
maturity of a debt security is not determinable (for example,
because it is based on an index), the principal amount of that
debt security treated as outstanding as of that date will be an
amount determined in the manner prescribed for that debt
security; and
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the principal amount of a debt security denominated in one or
more foreign currencies or currency units that will be treated
as outstanding will be the U.S. dollar equivalent,
determined as of that date in the manner prescribed for that
debt security, of the principal amount of that debt security.
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10
Certain debt securities, including those for whose payment or
redemption money has been deposited or set aside in trust for
the holders and those that have been fully defeased, will not be
treated as outstanding.
Except in limited circumstances, we will be entitled to set any
day as a record date for determining the holders of outstanding
debt securities of any series entitled to give or take any
direction, notice, consent, waiver or other action under the
indenture, in the manner and subject to the limitations provided
in the indenture. In limited circumstances, the trustee will be
entitled to set a record date for action by holders. If a record
date is set for any action to be taken by holders of a
particular series, only persons who are holders of outstanding
debt securities of that series on the record date may take that
action. To be effective, holders of the requisite principal
amount of those debt securities must take that action within a
specified period following the record date. For any particular
record date, this period will be 180 days or a shorter
period as may be specified by Symantec (or the trustee, if it
set the record date), and may be shortened or lengthened (but
not beyond 180 days) from time to time.
Defeasance
and Covenant Defeasance
Symantec can discharge or defease its obligations under the
indenture as stated below or as provided in the applicable
prospectus supplement.
Unless otherwise specified in the applicable prospectus
supplement, Symantec may, at its option, discharge its
obligations to holders of any series of debt securities that
have not already been delivered to the trustee for cancellation
and that have either become due and payable or are by their
terms to become due and payable, or are scheduled for
redemption, within one year. Symantec may effect a discharge by
irrevocably depositing with the trustee cash or
U.S. government obligations, as trust funds, in an amount
sufficient, in the opinion of a firm of certified public
accountants, to pay, when due, whether at maturity, upon
redemption or otherwise, the principal of, premium, if any, and
interest on the debt securities. Symantec must also pay all
other amounts it is obligated to pay under the indenture and
deliver to the trustee an opinion of counsel to the effect that
all conditions to discharge of the indenture have been satisfied.
Unless otherwise specified in the applicable prospectus
supplement, Symantec may also discharge any and all of its
obligations to holders of any series of debt securities at any
time, which is referred to as defeasance. Symantec
may also be released from the obligations imposed by any
covenants of any outstanding series of debt securities and
provisions of the indenture, and may omit to comply with those
covenants without creating an event of default under the trust
declaration, which is referred to as covenant
defeasance. Symantec may effect defeasance and covenant
defeasance only if, among other things, Symantec irrevocably
deposits with the trustee cash or U.S. government
obligations, as trust funds, in an amount that will provide
money in an amount sufficient, in the opinion of a firm of
certified public accountants, to pay the principal of, premium,
if any, and interest on all outstanding debt securities of the
series on their stated maturities. In addition, Symantec must
deliver an opinion of counsel to the trustee. In the case of
covenant defeasance, the opinion must be to the effect that
holders of the series of debt securities will not recognize
income, gain or loss for federal income tax purposes as a result
of the defeasance and will be subject to federal income tax on
the same amount, in the same manner and at the same times as if
no covenant defeasance had occurred. In the case of defeasance,
the opinion must be to the effect that Symantec has received a
ruling from the United States Internal Revenue Service, the
Internal Revenue Service has published a ruling or there has
been a change in tax law, and based on that ruling or change,
holders of the series of debt securities will not recognize gain
or loss for federal income tax purposes as a result of the
defeasance and will be subject to federal income tax on the same
amount, in the same manner and at the same times as if no
defeasance had occurred. Symantec will remain subject to
obligations to exchange or register the transfer of debt
securities, to replace stolen, lost or mutilated debt
securities, to maintain paying agencies, to hold moneys for
payment in trust and, if applicable, to effect conversion of
debt securities.
Notices
Notices to holders of debt securities will be given by mail to
the addresses of the holders as they appear in the security
register.
11
Title
Symantec, the trustee and any agent of either Symantec or the
trustee may treat the person in whose name a debt security is
registered as the absolute owner of that debt security, whether
or not it may be overdue, for the purpose of making payment and
for all other purposes.
Governing
Law
The indenture and the debt securities will be governed by, and
construed in accordance with, the laws of the State of New York.
Regarding
the Trustee
If the trustee becomes a creditor of Symantec, the indenture
limits the right of the trustee to obtain payment of claims or
to realize on property received in respect of any such claim as
security or otherwise. The trustee may engage in other
transactions. If the trustee acquires any conflicting interest
and there is a default under the securities of any series for
which it serves as trustee, however, the trustee must eliminate
the conflict or resign.
PLAN OF
DISTRIBUTION
We may sell the securities (1) through underwriters or
dealers, (2) through agents
and/or
(3) directly to one or more purchasers. We may distribute
the securities from time to time in one or more transactions at:
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a fixed price or prices, which may be changed;
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market prices prevailing at the time of sale;
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prices related to the prevailing market prices; or
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negotiated prices.
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We may solicit directly offers to purchase the securities being
offered by this prospectus. We may also designate agents to
solicit offers to purchase the securities from time to time. We
will name in a prospectus supplement any agent involved in the
offer or sale of our securities.
If we utilize a dealer in the sale of the securities being
offered by this prospectus, we will sell the securities to the
dealer, as principal. The dealer may then resell the securities
to the public at varying prices to be determined by the dealer
at the time of resale.
If we utilize an underwriter in the sale of the securities being
offered by this prospectus, we will execute an underwriting
agreement with the underwriter at the time of sale and we will
provide the name of any underwriter in the prospectus supplement
that the underwriter will use to make resales of the securities
to the public. In connection with the sale of the securities,
we, or the purchasers of securities for whom the underwriter may
act as agent, may compensate the underwriter in the form of
underwriting discounts or commissions. The underwriter may sell
the securities to or through dealers, and the underwriter may
compensate those dealers in the form of discounts, concessions
or commissions.
We will provide in the applicable prospectus supplement any
compensation we pay to underwriters, dealers or agents in
connection with the offering of the securities, and any
discounts, concessions or commissions allowed by underwriters to
participating dealers. Underwriters, dealers and agents
participating in the distribution of the securities may be
deemed to be underwriters within the meaning of the Securities
Act and any discounts and commissions received by them and any
profit realized by them on resale of the debt securities may be
deemed to be underwriting discounts and commissions. We may
enter into agreements to indemnify underwriters, dealers and
agents against civil liabilities, including liabilities under
the Securities Act, or to contribute to payments they may be
required to make in respect thereof.
The securities may or may not be listed on a national securities
exchange. To facilitate the offering of securities, certain
persons participating in the offering may engage in transactions
that stabilize, maintain or otherwise affect the price of the
securities. This may include over-allotments or short sales of
the securities, which
12
involves the sale by persons participating in the offering of
more securities than we sold to them. In these circumstances,
these persons would cover such over-allotments or short
positions by making purchases in the open market or by
exercising their over-allotment option. In addition, these
persons may stabilize or maintain the price of the securities by
bidding for or purchasing securities in the open market or by
imposing penalty bids, whereby selling concessions allowed to
dealers participating in the offering may be reclaimed if
securities sold by them are repurchased in connection with
stabilization transactions. The effect of these transactions may
be to stabilize or maintain the market price of the securities
at a level above that which might otherwise prevail in the open
market. These transactions may be discontinued at any time.
The underwriters, dealers and agents may engage in transactions
with us, or perform services for us, in the ordinary course of
business.
LEGAL
MATTERS
Unless otherwise specified in the prospectus supplement
accompanying this prospectus, Fenwick & West LLP,
Mountain View, California, will provide opinions regarding the
authorization and validity of the securities. Any underwriters
will also be advised about the validity of the securities and
other legal matters by Simpson Thacher & Bartlett LLP,
Palo Alto, California, or any other counsel to the underwriters
named in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements and schedule of Symantec
as of April 2, 2010 and April 3, 2009, and for each of
the years in the three-year period ended April 2, 2010, and
managements assessment of the effectiveness of internal
control over financial reporting as of April 2, 2010, have
been incorporated by reference herein in reliance upon the
reports of KPMG LLP, independent registered public accounting
firm, incorporated by reference herein, upon the authority of
said firm as experts in accounting and auditing.
Such report on the consolidated financial statements as of
April 2, 2010, and for each of the years in the three-year
period ended April 2, 2010, refers to the retrospective
adoption of new accounting requirements issued by the Financial
Accounting Standards Board, which resulted in changes in the
method of accounting for convertible debt instruments that may
be settled in cash upon conversion (including partial cash
settlement) effective April 4, 2009.
13
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other
expenses of issuance and distribution.
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The following is a statement of the estimated expenses (other
than underwriting compensation) to be incurred by Registrant in
connection with the distribution of securities registered under
this registration statement.
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SEC registration fee
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$
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*
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Accounting fees and expenses
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**
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Trustees fees and expenses (including counsel fees)
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**
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Legal fees and expenses
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**
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Printing and engraving fees
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**
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Rating Agency fees
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**
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Miscellaneous
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**
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Total
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$
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**
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* |
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Excluded because the SEC registration fee is being deferred
pursuant to Rule 456. |
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** |
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The amount of securities and number of offerings are
indeterminable and the expenses cannot be estimated at this
time. An estimate of the aggregate expenses in connection with
the sale and distribution of securities being offered will be
included in any applicable prospectus supplement. |
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Item 15.
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Indemnification
of directors and officers.
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Section 145 of the Delaware General Corporation Law (the
DGCL) authorizes a court to award, or a
corporations 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.
As permitted by Sections 102(b)(7) and 145 of the DGCL, the
Registrants Amended and Restated 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:
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for any breach of the directors duty of loyalty to the
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;
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under Section 174 of the DGCL regarding unlawful dividends
and stock purchases; and
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for any transaction from which the director derived an improper
personal benefit.
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Article 7 of the Registrants Amended and Restated
Certificate of Incorporation, as amended, limits the liability
of directors to the fullest extent permitted by
Section 102(b)(7).
As permitted by the DGCL, the Registrants Bylaws provide
that:
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the Registrant is required to indemnify its directors and
officers to the fullest extent permitted by the DGCL, subject to
limited exceptions;
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the 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 DGCL, subject to limited
exceptions; and
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the rights conferred in the Bylaws are not exclusive.
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The 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 the Registrants
Certificate of Incorporation and Bylaws and to provide
additional procedural protections.
II-1
The Registrant maintains directors and officers
liability insurance that includes coverage for public securities
matters, subject to the policy terms and conditions.
See also the undertakings set out in response to Item 17.
In addition, the Registrant has entered into various merger
agreements and registration rights agreements in connection with
its acquisitions of and mergers with various companies and its
financing activities under which the parties to those agreements
have agreed to indemnify the Registrant and its directors,
officers, employees and controlling persons against specified
liabilities.
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Exhibit
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Number
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Exhibit Description
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1
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.01
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Form of Underwriting Agreement for debt securities.*
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4
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.01
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Form of Indenture between Symantec Corporation and Wells Fargo
Bank, National Association, as trustee for the debt securities.
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4
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.02
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Form of note related to the debt securities (contained in
Exhibit 4.01).
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4
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.03
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Amended and Restated Certificate of Incorporation of Symantec
Corporation.(1)
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4
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.04
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Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Symantec Corporation.(2)
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4
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.05
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Certificate of Amendment to Amended and Restated Certificate of
Incorporation of Symantec Corporation.(3)
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4
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.06
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Certificate of Designations of Series A Junior
Participating Preferred Stock of Symantec Corporation.(4)
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4
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.07
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Bylaws, as amended, of Symantec Corporation.(5)
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4
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.08
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Form of Common Stock Certificate.(6)
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5
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.01
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Opinion of Fenwick & West LLP.
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12
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.01
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Computation of ratio of earnings to fixed charges.
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23
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.01
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Consent of KPMG LLP, independent registered public accounting
firm.
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23
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.02
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Consent of Fenwick & West LLP (contained in
Exhibit 5.01).
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24
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.01
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Power of Attorney (incorporated by reference to the signature
page hereto).
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25
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.01
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T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of the trustee, in respect of the Indenture.
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* |
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To be filed as an exhibit to a Current Report on
Form 8-K
and incorporated by reference or by post-effective amendment. |
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(1) |
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Previously filed as Exhibit 4.01 to the Registrants
Registration Statement on
Form S-8
(No. 333-119872)
filed on October 21, 2004. |
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(2) |
|
Previously filed as Exhibit 4.03 to the Registrants
Registration Statement on
Form S-8
(No. 333-126403)
filed on July 6, 2005. |
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(3) |
|
Previously filed as Exhibit 3.01 to the Registrants
Form 10-Q
(No. 000-17781)
filed on August 5, 2009. |
|
(4) |
|
Previously filed as Exhibit 3.01 to the Registrants
Form 8-K
(No. 000-17781)
filed on December 21, 2004. |
|
(5) |
|
Previously filed as Exhibit 3.01 to the Registrants
Form 8-K
(No. 000-17781)
filed on May 4, 2010. |
|
(6) |
|
Previously filed as Exhibit 4.07 to the Registrants
Form S-3
(No. 333-139230)
filed on December 11, 2006. |
(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 of 1933; (ii) to
reflect in the prospectus any facts or events arising after the
effective date of the Registration
II-2
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the Calculation of
Registration Fee table in the effective 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 clauses (i), (ii) and
(iii) do not apply if the information required to be
included in a post-effective amendment by those clauses is
contained in reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement, or
is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the Registration Statement;
(2) that, for the purpose of determining any liability
under the Securities Act of 1933, 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 the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the Registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
Registration Statement as of the date the filed prospectus was
deemed part of and included in the Registration
Statement; and
(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required
by section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the Registration Statement
as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
Registration Statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided,
however, that no statement made in a Registration Statement
or prospectus that is part of the Registration Statement or made
in a document incorporated or deemed incorporated by reference
into the Registration Statement or prospectus that is part of
the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or
modify any statement that was made in the Registration Statement
or prospectus that was part of the Registration Statement or
made in any such document immediately prior to such effective
date; and
(5) that, for the purpose of determining liability of the
Registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
Registrant undertakes that in a primary offering of securities
of the undersigned Registrant pursuant to this Registration
Statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned Registrant relating to the offering required to be
filed pursuant to Rule 424;
II-3
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used
or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned Registrant or its securities provided by or on
behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of Registrants annual report pursuant
to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plans annual report pursuant to
Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this
Registration Statement 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the provisions described under Item 15 above,
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 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 Act and will be governed by the final adjudication of such
issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Mountain View, State of California, on the date set
forth below.
SYMANTEC CORPORATION
Enrique Salem
President, Chief Executive Officer, and Director
POWER OF
ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Enrique Salem,
James A. Beer and Scott C. Taylor, or any of them, the lawful
attorneys-in-fact and agents with full power and authority to do
any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of
1933, as amended, and any rules or regulations or requirements
of the Securities and Exchange Commission in connection with
this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include
the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and
each of the undersigned hereby ratifies and confirms that all
said attorneys and agents, or any one of them, shall do or cause
to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
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.
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Signature
|
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Title
|
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Date
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/s/ Enrique
Salem
Enrique
Salem
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President, Chief Executive Officer, and Director (Principal
Executive Officer)
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September 13, 2010
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/s/ James
A. Beer
James
A. Beer
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Executive Vice President, and Chief Financial Officer (Principal
Financial Officer)
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September 13, 2010
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/s/ Phillip
Bullock
Phillip
Bullock
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Senior Vice President, Finance, and
Chief Accounting Officer
(Principal Accounting Officer)
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September 13, 2010
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/s/ John
W. Thompson
John
W. Thompson
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Chairman of the Board
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September 13, 2010
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/s/ Stephen
M. Bennett
Stephen
M. Bennett
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Director
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September 13, 2010
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II-5
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Signature
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Title
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Date
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/s/ Michael
A. Brown
Michael
A. Brown
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Director
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September 13, 2010
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/s/ William
T. Coleman III
William
T. Coleman III
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Director
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September 13, 2010
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Director
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/s/ Geraldine
B. Laybourne
Geraldine
B. Laybourne
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Director
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September 13, 2010
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/s/ David
L. Mahoney
David
L. Mahoney
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Director
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September 13, 2010
|
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/s/ Robert
S. Miller
Robert
S. Miller
|
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Director
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September 13, 2010
|
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/s/ Daniel
Schulman
Daniel
Schulman
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Director
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September 13, 2010
|
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/s/ V.
Paul Unruh
V.
Paul Unruh
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Director
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September 13, 2010
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II-6
Exhibit Index
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Exhibit
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Number
|
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Exhibit Description
|
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1
|
.01
|
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Form of Underwriting Agreement for debt securities.*
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4
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.01
|
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Form of Indenture between Symantec Corporation and Wells Fargo
Bank, National Association, as trustee for the debt securities.
|
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4
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.02
|
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Form of note related to the debt securities (contained in
Exhibit 4.01).
|
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4
|
.03
|
|
Amended and Restated Certificate of Incorporation of Symantec
Corporation.(1)
|
|
4
|
.04
|
|
Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Symantec Corporation.(2)
|
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4
|
.05
|
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Certificate of Amendment to Amended and Restated Certificate of
Incorporation of Symantec Corporation.(3)
|
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4
|
.06
|
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Certificate of Designations of Series A Junior
Participating Preferred Stock of Symantec Corporation.(4)
|
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4
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.07
|
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Bylaws, as amended, of Symantec Corporation.(5)
|
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4
|
.08
|
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Form of Common Stock Certificate.(6)
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5
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.01
|
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Opinion of Fenwick & West LLP.
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12
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.01
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Computation of ratio of earnings to fixed charges.
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23
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.01
|
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Consent of KPMG LLP, independent registered public accounting
firm.
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23
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.02
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Consent of Fenwick & West LLP (contained in
Exhibit 5.01).
|
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24
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.01
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Power of Attorney (incorporated by reference to the signature
page hereto).
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25
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.01
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T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of the trustee, in respect of the Indenture.
|
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* |
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To be filed as an exhibit to a Current Report on
Form 8-K
and incorporated by reference or by post-effective amendment. |
|
(1) |
|
Previously filed as Exhibit 4.01 to the Registrants
Registration Statement on
Form S-8
(No. 333-119872)
filed on October 21, 2004. |
|
(2) |
|
Previously filed as Exhibit 4.03 to the Registrants
Registration Statement on
Form S-8
(No. 333-126403)
filed on July 6, 2005. |
|
(3) |
|
Previously filed as Exhibit 3.01 to the Registrants
Form 10-Q
(No. 000-17781)
filed on August 5, 2009. |
|
(4) |
|
Previously filed as Exhibit 3.01 to the Registrants
Form 8-K
(No. 000-17781)
filed on December 21, 2004. |
|
(5) |
|
Previously filed as Exhibit 3.01 to the Registrants
Form 8-K
(No. 000-17781)
filed on May 4, 2010. |
|
(6) |
|
Previously filed as Exhibit 4.07 to the Registrants
Form S-3
(No. 333-139230)
filed on December 11, 2006. |