Symantec Adopts Stockholder Rights Plan
Cupertino, Calif --August 13, 1998-- Symantec Corporation (NASDAQ:
SYMC) announced that its Board of Directors has adopted a stockholder
rights plan designed to protect the long-term value of the company for
its stockholders during any future unsolicited acquisition attempt.
The plan is designed to give Symantec's Board of Directors sufficient
time to study and respond to an unsolicited tender offer or other
attempted acquisition. Adoption of the plan was not made in response
to any specific attempt to acquire Symantec or its shares, and
Symantec is not aware of any current efforts to do so.
In connection with the plan, the Board declared a dividend of one
preferred share purchase right for each share of the company's common
stock outstanding on August 21, 1998 (the "Record Date"). The Board
further directed the issuance of one such right with respect to each
share of the company's common stock that is issued after the Record
Date, except in certain circumstances. The rights will expire on
August 12, 2008.
The rights are initially attached to the company's common stock and
will not trade separately. If a person or a group (an "Acquiring
Person") acquires 20% or more of the company's common stock, or
announces an intention to make a tender offer for 20% or more of the
company's common stock, the rights will be distributed and will
thereafter trade separately from the common stock.
Each right will be exercisable for 1/1000th of a share of a newly
designated Series A Junior Participating Preferred Stock at an
exercise price of $150.00. The preferred stock has been structured so
that the value of 1/1000th of a share of such preferred stock will
approximate the value of one share of common stock.
Upon a person becoming an Acquiring Person, holders of the rights
(other than the Acquiring Person) will have the right to acquire
shares of the company's common stock at a substantially discounted
If a person becomes an Acquiring Person and the company is acquired in
a merger or other business combination, or 50% or more of its assets
are sold to an Acquiring Person, the holders of rights (other than the
Acquiring Person) will have the right to receive shares of common
stock of the acquiring corporation at a substantially discounted
After a person has become an Acquiring Person, the company's board of
directors may, at its option, require the exchange of outstanding
rights (other than those held by the Acquiring Person) for common
stock at an exchange ratio of one share of the company's common stock
The Board may redeem outstanding rights at any time prior to a person
becoming an Acquiring Person at a price of $0.001 per right. Prior to
such time, the terms of the rights may be amended by the Board.
In addition, the Board also amended the company's bylaws to: permit
only the Chairman, President or the Board to call a special meeting of
the stockholders; require that the Board be given prior notice of a
stockholder proposal to take action by written consent so that a
record date for such action can be established; require advance notice
to the Board of stockholder-sponsored proposals for consideration at
annual meetings and for stockholder nominations for the election of
directors; permit the Board to meet on one- rather than two-day
advance notice; and conform the bylaws to applicable provisions of
Delaware law regarding the inspection of elections at stockholder
Symantec is the world leader in utility software for business and personal computing.
Symantec products and solutions help make users productive and keep their computers
safe and reliable anywhere and anytime. Symantec offers a broad range of solutions
and is acclaimed as a leader in both customer satisfaction and product brand
recognition. Symantec is traded on Nasdaq under the symbol SYMC. More information
on the company and its products can be obtained at www.symantec.com.
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