UNITED
STATES 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): January 26, 2007
Symantec Corporation
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Delaware
|
|
000-17781
|
|
77-0181864 |
(State or Other Jurisdiction of
Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
|
|
| 20330 Stevens Creek Blvd., Cupertino, CA
|
|
|
|
95014 |
| (Address of Principal Executive Offices)
|
|
|
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code (408) 517-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry Into A Material Definitive Agreement
On January
26, 2007, Symantec Corporation (“Symantec”) and its wholly-owned subsidiary Atlas Merger
Corp. (“Merger Sub”) entered into an Agreement and Plan of Merger (“Agreement”) with Altiris, Inc.
(“Altiris”) pursuant to which Symantec will acquire Altiris for a cash purchase price to the
stockholders of Altiris of $33.00 per share. The acquisition will be accomplished by the merger of
Merger Sub into Altiris, with Altiris surviving the merger as a wholly-owned subsidiary of
Symantec. The aggregate purchase price will be approximately $830 million, which amount is net of
Altiris’ estimated cash balance. Outstanding Altiris stock options and restricted stock units will
be converted into stock options and restricted stock units of Symantec based on an exchange ratio
specified in the Agreement, and outstanding warrants and restricted
stock awards will represent the right to receive the per
share cash merger consideration. The closing of the merger is subject to customary closing
conditions, including regulatory review and Altiris stockholder approval. The parties anticipate
that the closing will occur in the second quarter of calendar year 2007.
In connection with the parties’ entry into the Agreement, the directors, certain executive officers
and a stockholder of Altiris have entered into voting agreements pursuant to which they have agreed
to vote their shares in favor of the merger, subject to the terms and
conditions contained therein.
Copies of the press release announcing the Agreement and of the Agreement are filed
as exhibits to this current report. We encourage you to read the Agreement for a more complete
understanding of the transaction. The description of the Agreement provided above is qualified in
its entirety by reference to the Agreement.