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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A-1
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
ENDED MARCH 31, 1995.
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
_____________ TO ____________.
COMMISSION FILE NUMBER 0-17781
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SYMANTEC CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-0181864
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10201 TORRE AVENUE, CUPERTINO, CALIFORNIA 95014-2132
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (408) 253-9600
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Securities registered pursuant to Section 12(b) of the Act:
NONE NONE
(Title of each class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
----- -----
Indicate by check mark if disclosure of delinquent filer pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
Aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the common stock on June 1,
1995 as reported on the Nasdaq National Market:
$877,160,943
Number of shares outstanding of each of the registrant's classes of common
stock as of June 1, 1995:
38,241,349
DOCUMENTS INCORPORATED BY REFERENCE
NONE
SYMANTEC CORPORATION
FORM 10-K/A-1
FOR THE FISCAL YEAR ENDED MARCH 31, 1995
TABLE OF CONTENTS
PAGE
----
PART III.
Item 10. Directors and Executive Officers of the Registrant........... 3
Item 11. Executive Compensation....................................... 7
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 10
Item 13. Certain Relationships and Related Transactions............... 12
2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS AND MANAGEMENT.
The directors, executive officers and key employees of Symantec are as
follows:
NAME AGE POSITION
- ---- --- --------
Gordon E. Eubanks, Jr. 48 President, Chief Executive
Officer and Director
Robert R. B. Dykes 45 Executive Vice President,
Worldwide Operations
and Chief Financial Officer
John C. Laing 44 Executive Vice President,
Worldwide Sales
Eugene Wang 38 Executive Vice President,
Applications and Development Tools
Ellen W. Taylor 57 Vice President and General
Manager, Peter Norton
Computing Group
Ted Schlein 31 Vice President, Enterprise
Solutions
Derek Witte 38 Vice President and General
Counsel
Carl D. Carman(1) 59 Chairman of the Board and
Director
Charles M. Bosenberg 47 Director
Walter W. Bregman(2) 61 Director
Robert S. Miller(1) 53 Director
Leslie L. Vadasz(2)(3) 58 Director
_________________
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Served as member of the Audit Committee until September
1994.
Directors hold office until the next annual meeting of stockholders and until
their successors have been elected and qualified or until their earlier
resignation or removal. Executive officers are chosen by and serve at the
discretion of the Board of Directors. There is no family relationship
between any director or executive officer of Symantec and any other director
or executive officer of Symantec.
GORDON E. EUBANKS, JR. is the President and Chief Executive Officer of
Symantec. He has served as a director of Symantec since November 1983 and as
the President and Chief Executive Officer of Symantec since October 1986.
Mr. Eubanks also served as Symantec's Chairman of the Board from November
1983 to October 1986 and from November 1990 to January 1993. Previously, Mr.
Eubanks was Vice President of Digital Research Inc.'s commercial systems
division, where he was responsible for the development and marketing of all
system software products. He left Digital Research in September 1983. Mr.
Eubanks founded Compiler Systems, Inc. and authored its products: CBASIC,
one of the first successful languages on personal computers, and CB80, a
compiled version of CBASIC. Compiler Systems was acquired by Digital
Research in August of 1981. Mr. Eubanks received his Bachelor of Science
degree in Electrical Engineering from Oklahoma State University. He received
his Masters degree in Computer Science from Naval Postgraduate School in
Monterey, California. Mr. Eubanks was a commissioned officer in the United
States Navy from 1970 to 1979 serving in the Nuclear Submarine Force. Mr.
Eubanks is also a director of NetFRAME Systems, Inc. and Truevision, Inc. He
is a member of the IEEE and ACM.
On February 26, 1993, criminal indictments were filed against Mr. Eubanks for
allegedly violating various California Penal Code Sections relating to the
misappropriation of trade secrets and unauthorized access to a computer
system. Symantec believes that the charges have no merit.
3
ROBERT R. B. DYKES is Executive Vice President, Worldwide Operations and
Chief Financial Officer. Mr. Dykes joined Symantec in October 1988. From
April 1984 to October 1988, Mr. Dykes was the Chief Financial Officer at
Adept Technology, Inc., a robotics firm, where he oversaw all financial
procedures and reporting and developed venture capital and funding
strategies. From July 1983 to April 1984, Mr. Dykes was with Xebec, a
publicly held Winchester disk drive controller manufacturer, most recently as
Chief Financial Officer. Prior to Xebec, Mr. Dykes spent 12 years in various
financial positions at Ford Motor Company in New Zealand and Australia and
with its Finance Staff in Dearborn, Michigan, most recently as manager of the
marketing budgets for the Ford and Lincoln Mercury car divisions. Mr. Dykes
holds a Bachelor of Commerce and Administration degree from Victoria
University in Wellington, New Zealand. Mr. Dykes is on the board of
directors of Flextronics International, Ltd. Mr. Dykes is chairman of the
CFO committee of the Software Publishers Association.
JOHN C. LAING is Executive Vice President, Worldwide Sales. Mr. Laing joined
Symantec in March 1989 as Vice President/Sales. Before joining Symantec, Mr.
Laing served as Regional Director for Apple Computer, Inc., a microcomputer
manufacturer, in the Midwest. In that position his responsibilities included
managing Apple's sales, marketing and support activities within Illinois,
Wisconsin and Northern Indiana. Prior to joining Apple in July 1986, Mr.
Laing served as Vice President and General Manager at ECZEL Corporation, a
division of Crown Zellerbach Corporation. Mr. Laing spent the majority of his
earlier career at Xerox Corporation, where he served in a variety of sales
and sales management positions over a ten-year period. Mr. Laing is a
director of Macromedia, Inc., a multimedia software developer, and the
Software Publishers Association.
EUGENE WANG is Executive Vice President, Applications and Development Tools.
Mr. Wang joined Symantec in September 1992. From September 1988 to September
1992, Mr. Wang held a number of manangement positions at Borland
International, Inc. At the time of his departure from Borland, Mr. Wang was
the vice president and general manager of languages, and was responsible for
the product management and marketing of four product lines. From 1983 to
September 1988, Mr. Wang was worked for Gold Hill Computers, Inc. During
that time, Mr. Wang became the vice president of marketing and a director.
Mr. Wang holds a Bachelor of Science degree in computer science from the
University of California at Berkeley.
On February 26, 1993, criminal indictments were filed against Mr. Wang for
allegedly violating various California Penal Code Sections relating to the
misappropriation of trade secrets and unauthorized access to a computer
system. Symantec believes that the charges have no merit.
ELLEN W. TAYLOR is Vice President and General Manager, Desktop Utility
Products. Ms. Taylor joined Symantec in 1991 and is responsible for all
development activities pertaining to Symantec's utility products. From 1987
until joining Symantec, Ms. Taylor was vice president, product marketing at
Interleaf, Inc. Ms. Taylor also worked at Computer Associates from 1980
until 1987 as manager of several departments, including special projects,
operating systems support, quality assurance, documentation and product
resources. Ms. Taylor holds a Bachelor of Arts in psychology from San Diego
State University and an associates degree in computer science from Palomar
College, San Marcos, California.
TED SCHLEIN is Vice President, Enterprise Solutions and is responsible for
overseeing the marketing and development of enterprise products, focusing on
network management and client/server front-end development tools and their
supporting technologies. Mr. Schlein has been an employee of the Company
since June 1986, and during that time has served in a variety of management
positions, including Vice President, Business Development, Vice President,
European Business Development and Vice President, Data Management Group. Mr.
Schlein holds a Bachelor of Science degree in Economics from the University
of Pennsylvania.
DEREK WITTE is Vice President and General Counsel. Mr. Witte joined Symantec
in October 1990. From October 1987 until joining Symantec, Mr. Witte was
Associate General Counsel and later Director of Legal Services for Claris
Corporation, a software subsidiary of Apple. Between January and October
1987, Mr. Witte was Assistant General Counsel at Worlds of Wonder, Inc.
Previously Mr. Witte practiced law with the San Francisco based law firms of
Brobeck, Phleger & Harrison and Heller Ehrman White and McAuliffe during the
periods between 1981 and 1983 and 1983 and 1987, respectively. Mr. Witte
holds a law degree and a Bachelor of Arts degree in Economics from the
University of California at Berkeley. Mr. Witte has been a member of the
California bar since 1981.
4
CARL D. CARMAN has been a director of Symantec
since May 1984. Mr. Carman was appointed as Symantec's Chairman of the Board
in January 1993. Mr. Carman first became a director of Symantec when he was
elected to represent Masters Fund, a venture capital firm, on the Board. Mr.
Carman has been a partner in Hill, Carman Ventures, a venture capital firm,
since April 1989. Mr. Carman has also been a partner in Masters Fund since
October 1983. Prior to founding Masters Fund in October 1983, he served from
October 1979 to October 1983 as a Vice President of Research and Development
and then as Executive Vice President of Technology at NBI, an office
automation manufacturing company. Prior to that, Mr. Carman was the Vice
President of Engineering at Data General Corporation. Mr. Carman holds a
Bachelor of Science degree in Engineering from the University of Kentucky.
CHARLES M. BOESENBERG has been a director of Symantec since June 16, 1994,
and provides certain consulting services to Symantec. Mr. Boesenberg is
currently the President and Chief Executive Officer of Ashtech, Inc., a
position that he assumed in January 1995. Mr. Boesenberg was an Executive
Vice President of Symantec from June 1, 1994, when Symantec acquired Central
Point Software, Inc. and continued in that capacity until December 1994. In
February of 1992, Mr. Boesenberg joined Central Point as its President and
Chief Operating Officer, and was elected as its Chief Executive Officer and
Chairman in March 1992, and continued in those positions until the
acquisition of Central Point by Symantec. From February 1989 to June 1991,
Mr. Boesenberg was the Executive Vice President, Marketing of MIPS Computers
Systems, Inc., a semiconductor and computer systems company, and from July
1991 to January 1992, he was the President of that company. From February
1987 to February 1991, Mr. Boesenberg was the Senior Vice President of U.S.
Sales and Marketing at Apple Computer. Mr. Boesenberg holds a Bachelor of
Science in mechanical engineering from Rose Hulman Institute of Technology
and an Master of Science in business administration from Boston University.
Mr. Boesenberg is also a director of AER Energy Resources Inc. and Merix
Corporation.
WALTER W. BREGMAN has been a director of Symantec since his appointment by
the Board in October 1988. Mr. Bregman has been Chairman and co-CEO of S&B
Enterprises, a consulting firm, since March 1988, and since December 1992 has
been President and CEO of Golf Scientific, Inc., a company which produces and
sells golf instructional equipment. From July 1985 until June 1987, Mr.
Bregman was President and owner of the Cormorant Beach Club. During the
period from March 1979 through February 1985, Mr. Bregman was President,
Playtex U.S.; President, Playtex Products; President, International Playtex,
Inc.; member of the Board, Senior Vice President, Esmark; and Senior Vice
President, Beatrice Inc. He has also been Vice President of Marketing and
Advertising of Gallo Winery and President of NCK, Inc., an advertising agency
in Europe. Mr. Bregman holds a Bachelor of Arts in English from Harvard
College. Mr. Bregman is also a director and Chairman of the Board of
RasterOps Corporation.
ROBERT S. MILLER has been a director of Symantec since his appointment by the
Board in September of 1994. From April 1992 until February 1993 he was a
senior partner at James D. Wolfensohn, Inc., a New York investment banking
firm. From 1979 until March 1992, he was an executive of Chrysler
Corporation, where he served in various capacities, including as Vice
Chairman of the Board and Chief Financial Officer. Mr. Miller holds a
Bachelor of Arts in Economics from Stanford University, a law degree from
Harvard Law School and a Masters of Business Administration from Stanford
University's Graduate School of Business. Mr. Miller is also a director of
Fluke Corporation, Federal Mogul Corporation, Pope & Talbot Inc. and Coleman
Company, and is the Chairman of the Board of Morrison-Knudsen Corporation.
LESLIE L. VADASZ has been a director of Symantec since his appointment by the
Board in June 1991. Mr. Vadasz is Senior Vice President of Intel Corporation
and has been an employee of Intel since it was founded in 1968. Mr. Vadasz
has held a variety of Engineering Management and General Management roles,
and currently is Director of Corporate Business Development of Intel. Mr.
Vadasz holds a Bachelor of Science in Electrical Engineering from McGill
University and is a fellow of the IEEE. Mr. Vadasz is also a director of
Intel Corporation.
BOARD MEETINGS AND COMMITTEES
During the fiscal year ended March 31, 1995, the Board of Symantec held a
total of 8 meetings. The Board has an Audit Committee and a Compensation
Committee. The Board does not have a nominating committee or a committee
performing a similar function.
5
Messrs. Carman and Miller are currently the members of Symantec's Audit
Committee, which met four times during the fiscal year ended March 31, 1995.
The Audit Committee meets with Symantec's outside auditors and reviews
Symantec's accounting policies and internal controls.
Messrs. Bregman and Vadasz are currently the members of Symantec's
Compensation Committee, which met five during the fiscal year ended March 31,
1995. The Compensation Committee recommends cash-based compensation for
executive officers of Symantec.
DIRECTORS' COMPENSATION
Messrs. Bregman and Miller each received $6,000, $6,000 in fiscal 1995 for
attending Board meetings. Messrs. Bregman, Miller and Vadasz are entitled
to receive $1,500 per meeting of the Board or a Committee of the Board which
they attend. All members of the Board are reimbursed for invoiced
out-of-pocket expenses that they incur in attending Board meetings.
Mr. Boesenberg, who was also an executive officer of Symantec during fiscal
1995, has an employment and consulting agreement with Symantec that states
the terms of his compensation. Pursuant to that agreement, Mr. Boesenberg was
an employee of Symantec until December 31, 1994, and since that time has been
a consultant to Symantec. A description of that agreement is provided in the
second paragraph of the section entitled "Employment Contracts, Termination
of Employment and Change-in-Control Arrangements" under Item 13.
Mr. Bregman began to provide services to Symantec as a marketing consultant
in July 1995. In exchange for these services, Mr. Bregman has been included
for coverage under Symantec's Employee Medical Plan.
During fiscal 1995, Messrs. Bregman and Vadasz each received a non-qualified
stock option to purchase 11,250 shares of Symantec's Common Stock at an
exercise price of $15.25 per share. During fiscal 1995, Mr. Miller received a
non-qualified stock option to purchase 16,000 shares of Symantec's Common
Stock at an exercise price of $15.375 per share. During fiscal 1995, Mr.
Carman received a non-qualified stock option to purchase 20,000 shares of
Symantec's Common Stock at an exercise price of $15.25 per share. Each of
these options were granted automatically, pursuant to Symantec's 1993
Directors Stock Option Plan (the "1993 Directors Plan"). During fiscal 1995,
Mr. Boesenberg, who was an executive officer of Symantec until December 31,
1994, and continues to provide consulting services to Symantec, was granted
an incentive stock option to purchase 9,302 shares of Symantec's Common Stock
at an exercise price of $10.75 and non-qualified stock options to purchase an
aggregate of 54,698 shares of Symantec's Common Stock at a weighted average
exercise price of $12.99 under Symantec's 1988 Employees Stock Option Plan,
and a non-qualified option to purchase 16,000 shares of Symantec's Common
Stock at an exercise price of $17.5625 per share under the 1993 Directors
Plan. Until September 1994, the 1993 Directors Plan provided for an
automatic initial grant of options for 30,000 shares of Symantec's Common
Stock to each new non-employee director and automatic annual grants of
options for 11,250 shares of Symantec's Common Stock to each continuing
non-employee director other than the Chairman, and 20,000 shares of
Symantec's Common Stock to the Chairman. Effective in September 1994, the
1993 Directors Plan was amended to reduce the initial grant to new directors
from 30,000 to 16,000 shares, to reduce the annual grant for continuing
non-employee directors other than the Chairman from 11,250 to 6,000 shares,
and to reduce the total number of shares authorized for issuance from 600,000
to 450,000 shares. The annual grant to the Chairman remains as 20,000 shares.
COMPLIANCE UNDER SECTION 16(A) OF THE EXCHANGE ACT
Section 16 of the Exchange Act requires Symantec's directors and officers,
and persons who own more that 10% of Symantec's Common Stock to file initial
reports of ownership and reports of changes in ownership with the SEC and the
Nasdaq National Market. Such persons are required by SEC regulation to
furnish Symantec with copies of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms furnished to Symantec
and written representation from the executive officers and directors,
Symantec believes that all Section 16(a) filing requirements were met in
fiscal 1995.
6
ITEM 11. EXECUTIVE COMPENSATION.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ending March 3l, 1995, Symantec's Compensation
Committee initially consisted of Walter W. Bregman and L. John Doerr.
Mr. Doerr resigned from the Board on September 27, 1994, and Leslie L. Vadasz
was appointed to fill the vacancy on the Compensation Committee created by
Mr. Doerr's resignation. None of Mr. Bregman, Mr. Doerr or Mr. Vadasz has ever
been an officer of Symantec or any of its subsidiaries, and none has any
relationship with Symantec requiring disclosure under any paragraph of Item
404 of Regulation S-K.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth all compensation awarded, earned or paid for
services rendered in all capacities to Symantec and its subsidiaries during
each of the fiscal years ended on or about March 31, 1993, 1994 and 1995 to
Symantec's Chief Executive Officer and Symantec's four most highly
compensated executive officers other than the Chief Executive Officer who
were serving as executive officers at the end of the fiscal year ended
March 31, 1995. This information includes the dollar values of base salaries,
bonus awards, the number of stock options granted and certain other
compensation, if any, whether paid or deferred. Symantec does not grant stock
appreciation rights and has no other long term compensation benefits.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM
COMPENSATION
Name & Principal Other Annual Stock All Other
Position Year Salary($) Bonus($) Compensation Options (#) Compensation ($)
- ---------------- ---- --------- -------- ------------ ----------- ----------------
Gordon E. Eubanks 1995 350,000 187,842 1,940 (3) 0 15,509 (5)
President and Chief 1994 329,167 116,470 5,500 (3) 200,000 16,671 (5)
Executive Officer 1993 257,680 47,398 2,750 (3) 0 20,827 (5)
Robert R.B. Dykes 1995 296,667 109,514 3,249 (3) 30,000 3,210 (6)
EVP World-Wide 1994 270,833 81,516 9,898 (3) 110,000 3,690 (6)
Operations & CFO 1993 238,542 29,127 9,673 (3) 0 1,688 (6)
John C. Laing 1995 337,669 47,882 825 (3) 23,000 29,390 (7)
EVP World- 1994 338,711 (1) 35,843 2,981 (3) 20,000 30,669 (7)
Wide Sales 1993 335,684 (1) 10,869 849 (3) 190,000 (4) 28,264 (7)
Eugene Wang 1995 246,667 64,013 2,288 (3) 20,000 4,920 (8)
EVP Applications and 1994 240,000 55,301 0 0 6,590 (8)
Development Tools 1993 140,000 (2) 28,183 0 100,000 4,320 (9)
Ellen Taylor 1995 195,417 71,801 3,050 (3) 12,000 4,700 (10)
VP and Gen. Mgr., 1994 154,042 58,459 0 37,000 5,203 (10)
Peter Norton Group 1993 106,964 15,388 0 33,000 2,865 (10)
<FN>
____________
(1) Includes (a) commissions of $151,186, $142,044 and $137,669, respectively,
for each of 1993, 1994 and 1995.
(2) Represents a partial year's salary for the fiscal year ending April 1, 1994
(employment began September 1, 1992).
(3) Automobile allowance.
(4) Includes an original grant of an option to purchase 75,000 shares in
April 1992 that was repriced in September 1992. The remaining shares
represent options granted prior to April 1992 that were repriced in
September 1992.
7
(5) Includes $19,139 of interest forgiven in 1993, $13,880 of interest
forgiven in 1994 and $12,361 of interest forgiven in 1995, $1,688,
$2,791 and $3,148, respectively, of matching contributions to
Symantec's 401(k) plan in 1993, 1994 and 1995.
(6) Consists of $1,688, $3,690 and $3,210, respectively of matching
contributions to Symantec's 401(k) plan in 1993, 1994 and 1995.
(7) Consists of $26,331 of mortgage assistance in each of 1993, 1994 and
1995, and $1,933, $4,338 and $3,059, respectively, of matching
contributions to Symantec's 401(k) plan in 1993, 1994 and 1995.
(8) Includes $6,590 and $4,920 of matching contributions to Symantec's
401(k) plan in 1994.
(9) Relocation assistance.
(10) Consists of $2,865, $5,203, and $4,700, respectively, of matching
contributions to Symantec's 401(k) plan in 1993, 1994 and 1995.
OPTION GRANTS IN FISCAL 1995
The following table sets forth further information regarding individual
grants of options to purchase Symantec's Common Stock during the fiscal year
ended March 31, 1995 to each of the executive officers named in the Summary
Compensation Table above. All grants were made pursuant to Symantec's 1988
Employees Stock Option Plan. In accordance with the rules of the SEC, the
table sets forth the hypothetical gains or "option spreads" that would exist
for the options at the end of their respective ten-year terms based on
assumed annualized rates of compound stock price appreciation of 5% and 10%
from the dates the options were granted to the end of the respective option
terms. Actual gains, if any, on option exercises are dependent on the future
performance of Symantec's Common Stock and overall market conditions. There
can be no assurances that the potential realizable values shown in this table
will be achieved.
Individual Grants
----------------------------------------------------- Potential Realizable Value
At Assumed Annual Rates
# Shares % of Total Of Stock Price Appreciation
Underlying Options Granted Exercise For Option Term (3)
Options to Employees In Price Expiration ---------------------
Name Granted (1) Fiscal Year (2) ($/Shr) Date 5% 10%
- ---- ----------- --------------- ------- ---- ---------------------
Gordon Eubanks 0 0% N/A N/A 0 0
Robert Dykes 30,000 1.0% $10.50 6/30/04 $198,101 $502,029
John Laing 23,000 0.8% $10.50 6/30/04 $151,878 $384,889
Eugene Wang 20,000 0.7% $10.50 6/30/04 $132,067 $334,686
Ellen Taylor 12,000 0.4% $17.6875 11/15/04 $133,483 $338,271
<FN>
(1) Stock options are granted with an exercise price equal to the fair
market value of Symantec Common Stock on the date of grant. Options
granted under Symantec's 1988 Stock Option Plan generally become
exercisable 25% after the first year and ratably in monthly increments
over the succeeding three years. Options lapse after ten years or, if
earlier, 90 days after termination of employment.
(2) Symantec granted options on a a total of 2,969,966 shares to employees
and consultants in fiscal 1995.
(3) The 5% and 10% assumed rates of annual compound stock price appreciation
are mandated by rules of the SEC and do not represent Symantec's estimate
or projection of future Symantec Common Stock prices.
8
AGGREGATE OPTION EXERCISES IN FISCAL 1995 AND MARCH 31, 1995 OPTION VALUES
Number Of Shares Value Of Unexercised
Underlying Unexercised In-The-Money Options
Shares Options At March 31, 1995 At March 31, 1995 ($) (1)
Acquired On Value
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable / Unexercisable
- ---------------------------------------------------------------------------------------------------------------
Gordon Eubanks --- --- 350,832 / 104,168 $4,955,149 / $1,113,288
Robert Dykes --- --- 107,916 / 82,084 $ 943,977 / $ 944,772
John Laing 15,000 $131,875 162,770 / 53,730 $2,718,191 / $ 661,527
Eugene Wang 25,000 $172,500 37,500 / 57,500 $ 466,412 / $ 725,150
Ellen Taylor 8,888 $ 67,374 15,852 / 36,667 $ 123,933 / $ 264,022
<FN>
(1) The valuations shown above for unexercised in-the-money options are
based on the difference between the option exercise price and the fair
market value of the stock on March 3l, 1995 ($23.4375 per share).
These values have not been, and may never be, realized.
(2) The value realized for option exercises is the aggregate fair market
value of Symantec Common Stock on the date of exercise less the
exercise price.
9
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of July 1, 1995, with
respect to the beneficial ownership of Symantec Common Stock by (i) each
stockholder known by Symantec to be the beneficial owner of more than 5% of
Symantec Common Stock, (ii) each director of Symantec, (iii) each executive
officer of Symantec named in the Summary Compensation Table (see
"Compensation of Executive Officers" below), and (iv) all current executive
officers and directors of Symantec as a group.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership (1) of Class
------------------- ------------------------ ---------
FMR Corporation 3,736,840 9.7%
82 Devonshire Street
Boston, MA 02109
Ardsley Advisory Partners 3,316,500 8.6%
646 Steamboat Road
Greenwich, CT 06830
State of Wisconsin Investment Board 2,142,000 5.6%
P.O. Box 7842
121 East Wilson Street
Madison, WI 53707
Gordon E. Eubanks, Jr. (2) 520,705 1.4%
John C. Laing (3) 194,058 *
Robert R.B. Dykes (4) 178,379 *
Charles Boesenberg (5) 158,867 *
Carl D. Carman (6) 101,250 *
Walter W. Bregman (7) 84,750 *
Leslie L. Vadasz (8) 79,750 *
Robert S. Miller (9) 24,000 *
Eugene Wang (10) 53,334 *
Ellen Taylor (11) 21,570 *
Ted Schlein (12) 112,460 *
All current Symantec executive
officers and directors as a group
(13 persons) (13) 1,551,606 4.0%
<FN>
____________________
* Less than 1%.
(1) The information above is based upon information supplied by officers and
directors, and, with respect to principal stockholders, Schedules 13G
and 13D (if any) filed with the SEC. Unless otherwise indicated below,
the persons named in the table had sole voting and sole investment power
with respect to all shares beneficially owned, subject to community
property laws where applicable.
(2) Includes 367,500 shares subject to options exercisable within 60 days.
(3) Includes 177,333 shares subject to options exercisable within 60 days.
10
(4) Includes 124,375 shares subject to options exercisable within 60 days.
(5) Includes 155,869 shares subject to options exercisable within 60 days.
(6) Includes 101,250 shares subject to options exercisable within 60 days.
(7) Includes 69,750 shares subject to options exercisable within 60 days.
(8) Includes 79,750 shares subject to options exercisable within 60 days.
(9) Includes 22,000 shares subject to options exercisable within 60 days.
(10) Includes 53,334 shares subject to options exercisable within 60 days.
(11) Includes 21,175 shares subject to options exercisable within 60 days.
(12) Includes 77,472 shares subject to options exercisable within 60 days.
(13) Includes 1,274,143 shares subject to options exercisable within
60 days, including the options described in notes (2)-(12).
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
CERTAIN TRANSACTIONS
In March 1989, Symantec sold 45,000 shares of Symantec Common Stock to Gordon
E. Eubanks, Jr., at a per share price of $2.67. Mr. Eubanks paid for the
shares with a $120,000, 9% promissory note payable in four years. On
March 23, 1993, the promissory note representing this indebtedness became
due and was replaced with a new nine-year promissory note, bearing interest
at 6%. So as long as Mr. Eubanks remains employed by Symantec, accrued
interest on the note will be forgiven annually and Symantec will pay
Mr. Eubanks the amount of his tax liability on such forgiveness. As of
March 31, 1995, the outstanding principal balance on this note was $120,000.
In August 1989, Symantec entered into a Housing Assistance Agreement with
John C. Laing, whereby Symantec agreed to pay Mr. Laing $2,194 per month
towards the mortgage on his residence until July 1, 1996, unless certain
events occur, including the sale of the residence or Mr. Laing's termination
of employment with Symantec. If the residence is sold, Mr. Laing must pay
Symantec approximately 20% of any gain on such sale, and, if the residence is
not sold by July 1, 1996, Mr. Laing must pay Symantec approximately 20% of
any appreciation in the value of the residence as of that date.
In connection with the merger of Peter Norton Computing, Inc. with and into
Symantec, (the "Norton Merger"), Symantec and Peter Norton, who was a member
of the Board until September 1994, entered into a Publicity Agreement
pursuant to which Mr. Norton has granted to Symantec a perpetual, exclusive
license to use his name and image for computer software products for a
royalty equal to the greater of 1% of net sales of products bearing Mr.
Norton's name or 0.4% of the suggested retail price of such products. Mr.
Norton also has agreed to make himself available until August 31, 1995 for
certain personal appearances, press conferences and other public appearances.
Mr. Norton may terminate the agreement if Symantec fails to pay Mr. Norton
an average of at least $30,000 of royalties in any three consecutive years.
For the fiscal years ended April 2, 1993, April 1, 1994 and March 31, 1995
the amount of these royalties payable to Mr. Norton was approximately $1.4
million, $1.6 million and 1.9 million, respectively.
As a condition of the Norton Merger, Symantec amended its present
Registration Rights Agreement, to include Mr. Norton as a holder
(collectively, the "Holders"), thereby extending to Mr. Norton certain rights
to register the shares of Symantec Common Stock received in the Norton Merger
under the Securities Act. The Registration Rights Agreement entitles the
Holders, whenever Symantec proposes to register any of its securities under
the Securities Act, either for its own account or the accounts of its
security holders, to notice of such registration and to include shares of
such Common Stock therein, subject to certain conditions and limitations.
The Holders of a majority of the shares with registration rights may require
Symantec, on not more than two occasions with respect to registration on
forms other than Form S-3 (Mr. Norton being only allowed to make one such
demand) and on an unlimited number of occasions with respect to registrations
on Form S-3, to register all or a part of their registrable shares under the
Securities Act, and Symantec is required to use its best efforts to effect
such registration, subject to certain conditions and limitations. Generally,
Symantec is required to bear the expense of all such registrations (other
than those on Form S-3) except for underwriting discounts and commissions.
The foregoing registration rights under the amended Registration Rights
Agreement will terminate on January 1, 2000. Accordingly, Mr. Norton has the
right to cause Symantec to use its best efforts to register some or all of
his shares for resale.
Symantec has adopted provisions in its certificate of incorporation and
by-laws that limit the liability of its directors and provide for
indemnification of its officers and directors to the full extent permitted
under Delaware law. Under Symantec's Certificate of Incorporation, and as
permitted under the DGCL, directors are not liable to Symantec or its
stockholders for monetary damages arising from a breach of their fiduciary
duty of care as directors, including such conduct during a merger or tender
offer. In addition, Symantec has entered into separate indemnification
agreements with its directors and officers that could require Symantec, among
other things, to indemnify them against certain liabilities that may arise by
reason of their status or service as directors or officers. Such provisions
do not, however, affect liability for any breach of a director's duty of
loyalty to Symantec or its stockholders, liability for acts or omissions not
in good faith or involving intentional misconduct or knowing violations of
law, liability for transactions in which the director derived an improper
personal benefit or liability for the payment of a dividend in violation of
Delaware law. Such limitation of liability also does not limit a director's
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liability for violation of, or otherwise relieve Symantec or its directors
from the necessity of complying with, federal or state securities laws or
affect the availability of equitable remedies such as injunctive relief or
rescission.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
In December 1991, Symantec entered into agreements with each of Robert R.B.
Dykes, its Executive Vice President, Worldwide Operations and Chief Financial
Officer, and John C. Laing, its Executive Vice President, Worldwide Sales
providing for certain benefits to such executives in the event their
employment is terminated without cause within one year after the occurrence
of a merger, consolidation or similar transaction that results in a change in
control of Symantec. "Change of control" includes (a) any consolidation or
merger of Symantec with or into any other corporation or corporations in
which the stockholders of Symantec immediately prior to the consolidation or
merger do not retain a majority of the voting power of the surviving
corporation, (b) a change in the majority of the Board resulting from any
cash tender offer, exchange offer, merger or other business combination, sale
of assets or contested election, or combination of the foregoing, or any sale
of all or substantially all of the assets of Symantec. If, within one year
after a change in control, Messrs. Dykes' or Laing's employment is terminated
other than for cause or disability, Messrs. Dykes and/or Laing, as the case
may be, would be entitled to receive severance pay equal to his base salary
as of the date of such termination in accordance with Symantec's normal
payroll practices for a period of one year, to have all unvested stock
options become fully vested and exercisable in accordance with their terms
notwithstanding any vesting schedule in such options to the contrary, and to
have benefits provided to him as of the date of such termination under
Symantec's health, dental, life, disability and other benefit plans continued
for a period of one year. In addition, if any such payments would be subject
to the tax imposed by Section 4999 of the U.S. Code, Messrs. Dykes and Laing
would be entitled to receive additional amounts such that the net amount of
the payments and benefits, after deduction of taxes, would be equal to the
total aggregate original amount of the payments and benefits payable.
On June 1, 1994, Symantec entered into an Employment and Consulting Agreement
with Charles M. Boesenberg (the "Employment Agreement") in connection with
the acquisition by Symantec of Central Point, which was subsequently amended
in December 1994. The Employment Agreement, as amended, provided for an
employment period which began June 1, 1994 and continued to December 31, 1994
(the "Initial Employment Period"), and a period during which Mr. Boesenberg
would act as a consultant to Symantec, beginning with the termination of his
employment and continuing until January 1, 1996 (the "Consulting Period").
Mr. Boesenberg's base compensation during the Initial Employment Period was
$235,000 per year; the base compensation during the Consulting Period is
$360,000 per year. Mr. Boesenberg's compensation for the Consulting Period
reflects compensation that would otherwise have been payable to Mr.
Boesenberg under a pre-existing agreement with Central Point Software, Inc.
due to the change in control of Central Point that was effected by Symantec's
acquisition of Central Point. Under the Employment Agreement, Mr. Boesenberg
waived all rights to receive compensation under that pre-existing agreement.
In addition to base compensation, the Employment Agreement provided for Mr.
Boesenberg to receive bonuses in the Initial Employment Period based on
targets of $31,250 per quarter, and adjusted upward or downward based on a
formula relating to the revenue and expenses of Symantec's Central Point
business unit. The Employment Agreement provided for an additional bonus of
either $25,000 or $100,000 if Symantec's Central Point business unit fully
met its revenue goals for at least three quarters during the Initial
Employment Period. Bonuses paid under the Employment Agreement were in lieu
of bonuses that Mr. Boesenberg would otherwise have been eligible for under
Symantec's management bonus plan. Mr. Boesenberg also received an option to
purchase 50,000 shares of Symantec Common Stock, with an exercise price based
on the fair market value on the date of grant, which vested as to 33,333
shares based upon the attainment of certain financial goals in each of the
quarters ending September 30, 1994 and December 30, 1994. The Employment
Agreement also provided that each outstanding option previously granted to
Mr. Boesenberg by Central Point was immediately exercisable for an additional
number of shares equal to that number of shares for which each such option
would have become exercisable during the two years after the date of the
acquisition. Mr. Boesenberg also received an option to purchase 16,000
shares of Symantec Common Stock in January 1995 under the CompanyOs 1988
Employees Stock Option Plan, and an option to purchase 14,000 shares of
Symantec Common Stock under Symantec's 1993 Directors Stock Option Plan.
Pursuant to the Employment Agreement, Mr. Boesenberg was also reimbursed for
relocation expenses of approximately $134,000 incurred in moving from the
Portland, Oregon area to Saratoga, California, and allowed to keep certain
office equipment used by him. This reimbursement was in lieu of a comparable
reimbursement that would have been provided pursuant to the pre-existing
agreement referred to
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above. The Employment Agreement also provides that Mr. Boesenberg may not
compete, directly or indirectly, with Symantec in the area of computer
utility software for a period of four years.
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SIGNATURES
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, thereunto duly authorized.
SYMANTEC CORPORATION
By /s/ Robert R. B. Dykes
--------------------------------
(Robert R. B. Dykes,
Executive Vice President/Worldwide
Operations and Chief Financial Officer)
By /s/ Howard A. Bain
--------------------------------
(Howard A. Bain III,
Vice President/Finance and Chief
Accounting Officer)
15