As filed with the Securities and Exchange Commission on November 3, 2010

Registration No. 333-                          

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Symantec Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware		77-0181864
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

350 Ellis Street
Mountain View, CA 94043

Symantec Corporation 2004 Equity Incentive Plan, as amended

Symantec Corporation 2008 Employee Stock Purchase Plan, as amended
(Full Title of the Plans)

Scott C. Taylor
Executive Vice President, General Counsel and Secretary
350 Ellis Street
Mountain View, CA 94043

(650) 527-8000

Copy to:
Daniel J. Winnike, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
Telephone: (650) 988-8500
Facsimile: (650) 938-5200

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Proposed

Proposed

Maximum

Maximum

Amount

Offering

Aggregate

Amount of

Title of Securities

to be

Price

Offering

Registration

to be Registered

Registered (1)

per Share (2)

Price

Fee (3)

Common Stock, par value $0.01 per share

To be issued under the Symantec Corporation 2004 Equity Incentive Plan, as amended

55,000,000

$15.745

$865,975,000

$61,744

To be issued under the Symantec Corporation 2008 Employee Stock Purchase Plan, as amended

20,000,000

$15.745

$314,900,000

$22,452

Total

75,000,000

n/a

$1,180,875,000

$84,196

 

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been filed by Symantec Corporation (the “Registrant”) with the Securities and Exchange Commission (the “Commission”), are hereby incorporated by reference in this Registration Statement:

	(a)		Registrant’s Annual Report on Form 10-K for the fiscal year ended April 2, 2010, filed with the Commission on May 24, 2010;
	(b)		All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
	(c)		The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on May 24, 1989 (including any amendment or report filed for the purpose of updating such description).

     All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

     Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement, except as to specific sections of such statements as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     As of the date of this Registration Statement, attorneys of Fenwick & West LLP and family members thereof beneficially own an aggregate of approximately 13,000 shares of the Registrant’s Common Stock.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”).

     As permitted by Section 145 of the Delaware General Corporation Law, Registrant’s Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:

	•		for any breach of the director’s duty of loyalty to Registrant or its stockholders;
	•		for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law;
	•		under Section 174 of the Delaware General Corporation Law regarding unlawful dividends and stock purchases; and

•

for any transaction from which the director derived an improper personal benefit.

     As permitted by the Delaware General Corporation Law, Registrant’s Bylaws provide that:

	•		Registrant is required to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions;
	•		Registrant may indemnify its other employees and agents to the extent that it indemnifies its officers and directors, unless otherwise required by law, its certificate of incorporation, its bylaws or agreements to which it is a party;
	•		Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; and
	•		the rights conferred in the Bylaws are not exclusive.

     Registrant has entered into Indemnity Agreements with each of its current directors and officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in Registrant’s Certificate of Incorporation and Bylaws and to provide additional procedural protections.

     Registrant maintains directors’ and officers’ liability insurance and has extended that coverage for public securities matters.

     See also the undertakings set out in response to Item 9.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

Exhibit

Incorporated by Reference

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

4.01

Amended and Restated Certificate of Incorporation of Symantec Corporation

S-8

333-119872

4.01

10/21/04

4.02

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Symantec Corporation

S-8

333-126403

4.03

07/06/05

4.03

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Symantec Corporation

10-Q

000-17781

3.01

08/05/09

4.04

Bylaws, as amended, of Symantec Corporation

8-K

000-17781

3.01

05/04/10

4.05

Certificate of Designations of Series A Junior Participating Preferred Stock of Symantec Corporation

8-K

000-17781

3.01

12/21/04

5.01

Opinion of Fenwick & West LLP

X

23.01

Consent of Independent Registered Public Accounting Firm

X

23.02

Consent of Fenwick & West LLP (filed as part of Exhibit 5.01)

X

24.01

Power of Attorney (incorporated by reference to the signature page hereto)

X

99.01

Symantec Corporation 2004 Equity Incentive Plan, as amended

10-Q

000-17781

10.01

11/03/10

99.02

Symantec Corporation 2008 Employee Stock Purchase Plan, as amended

10-Q

000-17781

10.02

11/03/10

Item 9. Undertakings.

     A. The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

               (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

               (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement — notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this Registration Statement; and

               (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

          (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

          To effect the above, each of the undersigned has executed this Power of Attorney as of the date indicated beside each name.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on November 3, 2010.

POWER OF ATTORNEY TO SIGN AMENDMENTS

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below (each being an officer and/or director of the Registrant) does hereby constitute and appoint Enrique Salem, James A. Beer and Scott C. Taylor, and each of them, with full power of substitution, such person’s true and lawful attorneys-in-fact and agents for such person in such person’s name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully, to all intents and purposes, as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in one or more counterparts.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Capacity		Date
/s/ Enrique Salem   Enrique Salem		President, Chief Executive Officer and Director (Principal Executive Officer)		November 3, 2010
/s/ James A. Beer   James A. Beer		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		November 3, 2010
/s/ Phillip Bullock   Phillip Bullock		Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)		November 3, 2010
/s/ John W. Thompson   John W. Thompson		Chairman of the Board		November 3, 2010
/s/ Stephen M. Bennett   Stephen M. Bennett		Director		November 3, 2010
/s/ Michael A. Brown   Michael A. Brown		Director		November 3, 2010
/s/ William T. Coleman III   William T. Coleman III		Director		November 3, 2010
/s/ Frank E. Dangeard   Frank E. Dangeard		Director		November 3, 2010
/s/ Geraldine B. Laybourne   Geraldine B. Laybourne		Director		November 3, 2010
/s/ David L. Mahoney   David L. Mahoney		Director		November 3, 2010
/s/ Robert S. Miller   Robert S. Miller		Director		November 3, 2010
/s/ Daniel H. Schulman   Daniel H. Schulman		Director		November 3, 2010
/s/ V. Paul Unruh   V. Paul Unruh		Director		November 3, 2010

Index to Exhibits

Exhibit

Incorporated by Reference

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

4.01

Amended and Restated Certificate of Incorporation of Symantec Corporation

S-8

333-119872

4.01

10/21/04

4.02

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Symantec Corporation

S-8

333-126403

4.03

07/06/05

4.03

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Symantec Corporation

10-Q

000-17781

3.01

08/05/09

4.04

Bylaws, as amended, of Symantec Corporation

8-K

000-17781

3.01

05/04/10

4.05

Certificate of Designations of Series A Junior Participating Preferred Stock of Symantec Corporation

8-K

000-17781

3.01

12/21/04

5.01

Opinion of Fenwick & West LLP

X

23.01

Consent of Independent Registered Public Accounting Firm

X

23.02

Consent of Fenwick & West LLP (filed as part of Exhibit 5.01)

X

24.01

Power of Attorney (incorporated by reference to the signature page hereto)

X

99.01

Symantec Corporation 2004 Equity Incentive Plan, as amended

10-Q

000-17781

10.01

11/03/10

99.02

Symantec Corporation 2008 Employee Stock Purchase Plan, as amended

10-Q

000-17781

10.02

11/03/10