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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) August 11, 1998
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SYMANTEC CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-17781 77-0181864
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
10201 Torre Avenue
Cupertino, California 95014
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 253-9600
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Item 5: Other Events
Adoption of Stockholder Rights Plan.
On August 11, 1998, the Board of Directors of Symantec Corporation (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, par value $0.01 per share (the
"Common Shares"), of the Company. The dividend is payable to stockholders of
record on August 21, 1998 (the "Record Date"). In addition, one Right shall be
issued with each Common Share that becomes outstanding (i) between the Record
Date and the earliest of the Distribution Date, the Redemption Date and the
Final Expiration Date (as such terms are defined in the Rights Agreement) or
(ii) following the Distribution Date and prior to the Redemption Date or Final
Expiration Date, pursuant to the exercise of stock options or under any employee
plan or arrangement or upon the exercise, conversion or exchange of other
securities of the Company (including, without limitation, the Delrina
exchangeable shares), which options or securities were outstanding prior to the
Distribution Date. Each Right entitles the registered holder to purchase from
the Company one one-thousandth of a share of Series A Junior Participating
Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the
Company, at a price of $150.00, subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and BankBoston, N.A., as Rights Agent. A summary of the
Rights and Rights Agreement is included as Exhibit C to the Rights Agreement,
which is included as Exhibit 4.1 hereto.
Amendment of Bylaws
On August 11, 1998, the Board of Directors of the Company amended the
Company's Bylaws to: permit only the Chairman, President or the Board to call a
special meeting of the stockholders; require that the Board be given prior
notice of a stockholder proposal to take action by written consent so that a
record date for such action can be established; require advance notice to the
Board of stockholder-sponsored proposals for consideration at annual meetings
and for stockholder nominations for the election of directors; permit the Board
to meet on one- rather than two-day advance notice; and conform the Bylaws to
applicable provisions of Delaware law regarding the inspection of elections at
stockholder meetings.
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Item 7: Financial Statements and Exhibits.
(c) Exhibits
3.1 Bylaws of the Company, as amended and restated effective
August 11, 1998.
4.1 Rights Agreement dated August 12, 1998, 1998, between the
Company and BankBoston, N.A., as Rights Agent, which includes
as Exhibit A the form of Certificate of Designations of Series
A Junior Participating Preferred Stock, as Exhibit B the Form
of Right Certificate and as Exhibit C the Summary of Rights to
Purchase Preferred Shares. (Incorporated by reference to the
Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on August 18, 1998.)
99.1 Press release of the Company dated August 13, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 18, 1998
SYMANTEC CORPORATION
By: /s/ Howard A. Bain, III
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Howard A. Bain, III
Vice President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
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3.1 Bylaws of the Company, as amended and restated effective August
11, 1998.
4.1 Rights Agreement dated August 12, 1998, between the Company and
BankBoston, N.A., as Rights Agent, which includes as Exhibit A
the Form of Certificate of Designations of Series A Junior
Participating Preferred Stock, as Exhibit B the Form of Right
Certificate and as Exhibit C the Summary of Rights to Purchase
Preferred Shares. (Incorporated by reference to the Company's
Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on August 18, 1998.)
99.1 Press release of the Company dated August 13, 1998.