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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): July 26, 2000
AXENT TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-28100 87-0393420
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(State of Incorporation (Commission File Number) (I.R.S. Employer
or Organization) Identification No.)
2400 Research Blvd., Suite 200, Rockville, Maryland 20850
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no., including area code: (301) 258-5043
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
Business Combination
On July 26, 2000, Symantec Corporation, a Delaware corporation
("Symantec"), entered into an Agreement and Plan of Merger (the "Agreement")
with Apache Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Symantec ("Merger Sub"), and AXENT Technologies, Inc., a Delaware
corporation ("AXENT"). Under the Agreement, Merger Sub will merge with and into
AXENT, and AXENT will survive as a wholly-owned subsidiary of Symantec. The
merger is intended to be a tax-free reorganization for federal income tax
purposes, and AXENT stockholders will receive 0.50 shares of Symantec common
stock for each share of AXENT common stock they own. Based upon Symantec's
closing price of $63.69 on Wednesday, July 26, 2000, this represents a price of
$31.84 per AXENT share. Symantec will issue approximately 15.3 million shares
of common stock to AXENT stockholders to complete the transaction.
The closing of the merger is subject to a number of conditions, including
(i) adoption of the Agreement by the stockholders of AXENT,(ii) approval of the
issuance of the shares of Symantec common stock pursuant to the merger by the
stockholders of Symantec and (iii) expiration of applicable waiting periods or
obtaining approvals under the Hart-Scott-Rodino Antitrust Improvements Act.
The foregoing description of the Agreement is qualified in its entirety
by reference to the Agreement, which is attached hereto as Exhibit 2.1 and is
incorporated herein by this reference. The joint press release announcing the
execution of the Agreement is attached as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of July 26, 2000,
among Symantec, Merger Sub and AXENT.
99.1 Joint Press Release, dated July 27, 2000
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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 thereunto duly authorized.
AXENT TECHNOLOGIES, INC.
/s/ PHILLIP A. SALOPEK, JR.
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Phillip A. Salopek, Jr.
Vice President of Finance, Principal
Accounting Officer and Treasurer