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): May 19, 2010
Symantec Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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000-17781
(Commission
File Number)
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77-0181864
(IRS Employer
Identification No.) |
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350 Ellis Street, Mountain View, CA
(Address of Principal Executive Offices)
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94043
(Zip Code) |
Registrants Telephone Number, Including Area Code (650) 527-8000
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)
o 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))
Item 1.01 Entry into a Material Definitive Agreement
On May 19, 2010, Symantec Corporation, a Delaware corporation (the Company), entered into an
Acquisition Agreement (the Agreement) with VeriSign, Inc., a Delaware corporation ( Seller),
pursuant to which the Company will acquire specific assets from Seller and its subsidiaries
relating to Sellers identity and authentication business (the Business), including Sellers
majority stake in VeriSign Japan, for a purchase price of approximately $1.28 billion in cash,
subject to a post-closing working capital adjustment. The acquisition
is scheduled to close upon the expiration of applicable waiting periods
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and certain other antitrust and
trade regulation laws, and subject to other customary closing
conditions.
The Agreement contains customary representations, warranties and covenants. Each party has agreed
to indemnify the other party for certain losses, subject to certain limitations. In connection
with the transaction, Seller has agreed to license to the Company certain rights to use the
VeriSign name in connection with the Business for a period of four years, subject to certain
exceptions, following the closing of the transaction (the Closing), and the Company acquired
perpetual rights to the VeriSign checkmark circle design, as well as other trademarks associated
with the Business. Additionally, pursuant to the terms of the Agreement, Seller has agreed not to
compete with the Business, and the Company has agreed not to compete with Sellers naming services
business, for a period of four years following the Closing. The Agreement also contains customary
termination rights.
On May 19, 2010, the Company issued a press release announcing the entry into the Agreement, a copy
of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number |
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Exhibit Title or Description |
99.01
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Press release issued by Symantec Corporation, dated May 19, 2010 |