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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): September 14, 2010
Symantec Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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000-17781
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77-0181864 |
(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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350 Ellis Street, Mountain View, CA
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94043 |
(Address of Principal Executive Offices)
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(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 7.01 Regulation FD Disclosure
Symantec Corporation (the Company) hereby reports that it expects that its recently
announced senior note offering and replacement of its prior credit facility will impact earnings
per share (EPS) and cash flow from operations for the remainder of fiscal year 2011 in the manner
described below.
Background
The Company recently announced the pricing of $1.1 billion in senior unsecured investment grade
notes on Monday, September 13, 2010. The offering is expected to close on September 16, 2010,
subject to customary closing conditions. The Company intends to use the net proceeds of this
offering, after deducting underwriting discounts and offering expenses, for general corporate
purposes, which may include repayment of Symantecs 0.75% Convertible Senior Notes due June 15,
2011, of which $1.1 billion in principal amount was outstanding as of July 2, 2010. Semi-annual
payments on the new senior unsecured investment grade notes will be made in March and September,
commencing in March 2011.
In addition, as previously announced, on September 8, 2010, the Company also replaced its existing
$1.0 billion revolving line of credit, which was set to expire in July 2011, with a new $1.0
billion line of credit, expiring September 2014.
Impact of Transactions
As of September 14, 2010, the Company expects the combined impact from the completion of the
transactions described above to reduce the Companys quarterly and full fiscal year EPS on a
generally accepted accounting principles (GAAP) basis and on a non-GAAP basis for the remainder of
fiscal 2011 by the following per share amounts:
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Q2 FY11 |
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Q3 FY11 |
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Q4 FY11 |
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FY11 |
0.2 cents(*)
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0.9 cents
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0.9 cents
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2 cents |
As of September 14, 2010, the Company expects the combined impact from the transactions described
above to reduce the Companys quarterly and full fiscal year cash flow from operations for the
remainder of fiscal 2011 by the following amounts ($ in millions):
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Q2 FY11 |
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Q3 FY11 |
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Q4 FY11 |
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FY11 |
$0.105
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$0.371
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$16.0
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$16.476 |
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(*) |
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This amount adjusts our previously released guidance, which speaks only as of July 28, 2010
and is not otherwise updated by this announcement. |
FORWARD-LOOKING STATEMENTS: The statements under Impact of Transactions may be considered
forward-looking within the meaning of the U.S. federal securities laws, including projections of
the impact on the transactions on earnings per share and cash flow from operations. These
statements are subject to known and unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or achievements to differ materially from
results expressed or implied in this announcement. Such risk factors include the senior note
offering does not close and those related to: general economic conditions; maintaining customer and
partner relationships; the anticipated growth of certain market segments, particularly with regard
to security and storage; the competitive environment in the software industry; changes to operating
systems and product strategy by vendors of operating systems; fluctuations in currency exchange
rates; the timing and market acceptance of new product releases and upgrades; the successful
development of new products and integration of acquired businesses, and the degree to which these
products and businesses gain market acceptance. In addition, the statements under Impact of
Transactions are made as of September 14, 2010 and are based on managements current expectations
and do not take into account the impact of any future repayment of or reduction in our outstanding
indebtedness, acquisition, merger or any other business combination, divestiture, restructuring or
other strategic business realignments, or financing that may be completed after the date of this
release. Actual results may differ materially from those contained in the forward-looking
statements in this announcement. We assume no obligation, and do not intend, to update these
forward-looking statements as a result of future events or developments. Additional information
concerning these and other risks factors is contained in the Risk Factors sections of our Form 10-K
for the year ended April 2, 2010.
The information in this Current Report shall not be deemed to be filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information
contained herein shall not be incorporated by reference into any registration statement or other
document filed with the Securities and Exchange Commission by the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such filing, except as
shall be expressly set forth by specific reference in such filing.
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 hereunto duly authorized.
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Symantec Corporation
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Date: September 14, 2010 |
By: |
/s/ Scott C. Taylor
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Name: |
Scott C. Taylor |
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Title: |
Executive Vice President, General Counsel and Secretary |
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