-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jzhy4kWYZ0KuRBEPAUn6QRi5xrFt9yp5upL+ruzpz9S1tsGSaEaFWex7y0y5iOu4 7BZZyAvdZq5M/xVi6o+Mug== 0000891618-98-005019.txt : 19981119 0000891618-98-005019.hdr.sgml : 19981119 ACCESSION NUMBER: 0000891618-98-005019 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUARTERDECK CORP CENTRAL INDEX KEY: 0000707668 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954320650 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-45153 FILM NUMBER: 98754401 BUSINESS ADDRESS: STREET 1: 13160 MINDANAO WAY CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 3103093700 MAIL ADDRESS: STREET 1: 13160 MINDANAO WAY CITY: MARINA DEL RAY STATE: CA ZIP: 90292 FORMER COMPANY: FORMER CONFORMED NAME: QUARTERDECK OFFICE SYSTEMS INC DATE OF NAME CHANGE: 19940510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SYMANTEC CORP CENTRAL INDEX KEY: 0000849399 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770181864 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 10201 TORRE AVE CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4082539600 MAIL ADDRESS: STREET 2: 10201 TORRE AVENUE CITY: CUPERTINO STATE: CA ZIP: 95014 SC 14D1/A 1 AMENDMENT NO. 2 TO SCHEDULE 14D-1 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 (AMENDMENT NO. 2) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 QUARTERDECK CORPORATION (NAME OF SUBJECT COMPANY) OAK ACQUISITION CORPORATION A WHOLLY OWNED SUBSIDIARY OF SYMANTEC CORPORATION (BIDDER) COMMON STOCK, PAR VALUE $0.001 PER SHARE (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) (TITLE OF CLASS OF SECURITIES) 747712 10 7 (CUSIP NUMBER OF CLASS OF SECURITIES) DEREK P. WITTE, ESQ. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY SYMANTEC CORPORATION 10201 TORRE AVENUE CUPERTINO, CALIFORNIA 95014-2132 (408) 253-9600 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) COPIES TO: GORDON K. DAVIDSON, ESQ. DAVID K. MICHAELS, ESQ. TRAM T. PHI, ESQ. FENWICK & WEST LLP TWO PALO ALTO SQUARE PALO ALTO, CALIFORNIA 94036 (650) 494-0600 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission on October 19, 1998 (the "Statement") relating to the offer by Oak Acquisition Corporation ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of Symantec Corporation ("Symantec"), a Delaware corporation, to purchase all outstanding shares of Common Stock, par value $0.001 per share (the "Company Common Stock") of Quarterdeck Corporation (the "Company"), a Delaware corporation, including the associated Preferred Stock purchase rights issued pursuant to the Rights Agreement dated August 11, 1992, as amended, between the Company and American Stock Transfer & Trust (the "Rights" and, together with the Company Common Stock, the "Shares") at a price of $0.52 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 19, 1998 (the "Offer to Purchase") and in the related Letters of Transmittal (each a "Letter of Transmittal") which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the "Offer"), copies of which are attached hereto as Exhibits (a)(1), and (a)(2) and (a)(10), respectively. The Offer has been supplemented as regards the completion of the offer on November 16, 1998. 2 3 ITEM 11. MATERIALS TO BE FILED AS EXHIBITS. (a)(1) Form of Offer to Purchase dated October 19, 1998.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Notice of Guaranteed Delivery.* (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(5) Form of Letter to Clients.* (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Summary Advertisement as published in the New York Times on October 19, 1998.* (a)(8) Text of Press Release by Symantec and the Company dated October 15, 1998.* (a)(9) Form of letter from Symantec to holders of Series C Convertible Preferred Stock of the Company.* (a)(10) Form of letter of transmittal for use by holders of Series C Convertible Preferred Stock or warrants of the Company.* (a)(11) Text of Press Release by Symantec dated November 17, 1998. (b) None. (c)(1) Agreement and Plan of Merger, dated as of October 15, 1998, among Symantec, Purchaser and the Company.* (c)(2) License Agreement, dated October 15, 1998, between the Company and Symantec.* (c)(3) Form of Stockholder Agreements, dated as of October 15, 1998 between Symantec and each of Frank W.T. LaHaye, William H. Lane III, King R. Lee, Howard Morgan, Frank R. Greico, John Strosahl, Cheri Kaplan-Smith, Joyce Wrenn, Suzanne Dickson and Gadi Navon.* (c)(4) Non-Disclosure Agreement, dated October 1, 1998, between the Company and Symantec, as amended on October 13, 1998.* (d) None. (e) Not applicable. (f) None. - --------------- * Previously filed. 3 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement, as amended, is true, complete and correct. November 17, 1998 OAK ACQUISITION CORPORATION By: /s/ DEREK WITTE ------------------------------------ Name: Derek Witte Title: President SYMANTEC CORPORATION By: /s/ DEREK WITTE ------------------------------------ Name: Derek Witte Title: Vice President, General Counsel and Secretary 4 5 EXHIBIT INDEX (a)(1) Form of Offer to Purchase dated October 19, 1998.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Notice of Guaranteed Delivery.* (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(5) Form of Letter to Clients.* (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Summary Advertisement as published in the New York Times on October 19, 1998.* (a)(8) Text of Press Release by Symantec and the Company dated October 15, 1998.* (a)(9) Form of letter from Symantec to holders of Series C Convertible Preferred Stock of the Company.* (a)(10) Form of letter of transmittal for use by holders of Series C Convertible Preferred Stock or warrants of the Company.* (a)(11) Text of Press Release by Symantec dated November 17, 1998. (b) None. (c)(1) Agreement and Plan of Merger, dated as of October 15, 1998, among Symantec, Purchaser and the Company.* (c)(2) License Agreement, dated October 15, 1998, between the Company and Symantec.* (c)(3) Form of Stockholder Agreements, dated as of October 15, 1998 between Symantec and each of Frank W.T. LaHaye, William H. Lane III, King R. Lee, Howard Morgan, Frank R. Greico, John Strosahl, Cheri Kaplan-Smith, Joyce Wrenn, Suzanne Dickson and Gadi Navon.* (c)(4) Non-Disclosure Agreement, dated October 1, 1998, between the Company and Symantec, as amended on October 13, 1998.* (d) None. (e) Not applicable. (f) None. - --------------- * Previously filed. EX-99.A11 2 PRESS RELEASE DATED NOVEMBER 17, 1998 1 FOR IMMEDIATE RELEASE EXHIBIT 99.A11 Erin McCauley Symantec Corporation (408) 446 7192 emccauley@symantec.com Eric DeRitis Miller/Shandwick Technologies (650) 596 5800 ederitis@miller.shandwick.com SYMANTEC COMPLETES TENDER OFFER FOR QUARTERDECK SHARES -- Customers to benefit from Symantec's integration of market-leading technology -- CUPERTINO, CALIF. - NOVEMBER 17, 1998 - Symantec Corporation (Nasdaq: SYMC) today announced it has completed its tender offer for the common stock of Quarterdeck Corporation and has accepted for payment all shares validly tendered in the offer. Over 55 million shares, representing over 60% of the fully diluted common shares of Quarterdeck, were tendered (based on a preliminary count) when the offer expired at midnight EST on Monday, November 16. Symantec intends to acquire Quarterdeck's remaining shares through a cash merger at the tender offer price of $0.52 per share in accordance with the definitive merger agreement signed on October 15, 1998. A special meeting of Quarterdeck shareholders is expected to be held at the end of December, with the merger to follow shortly thereafter. Including the assumption of Quarterdeck's outstanding debt, the total purchase price in the acquisition is currently anticipated by Symantec to be approximately $65 million. - more - 2 Symantec Acquires Quarterdeck Page 2 of 3 Symantec will use Quarterdeck's products and market-leading technologies to strengthen its position as the world leader in utility and communication software for networked personal computers. Symantec will continue to market most of the Quarterdeck brands, including CleanSweep, the winner of this year's PC Magazine's Editor's Choice award in the fast-growing uninstaller category. "This acquisition supports Symantec's vision of enabling our customers' productivity by keeping the information on their computers safe and reliable," said Gordon Eubanks, president and CEO of Symantec. "As is the case with our existing partnership agreements with IBM and Intel, this move is also intended to reinforce our global technology and market leadership position and will allow us to deliver best-of-breed solutions to corporate and retail customers around the world." Commenting on the acquisition, Vicky Cotten, Senior Vice President of Purchasing for Ingram Micro said: "Symantec's acquisition of Quarterdeck will streamline our ability to distribute two of the best-known software brands in the world." ABOUT SYMANTEC 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 http://www.symantec.com. - more - 3 Symantec Acquires Quarterdeck Page 3 of 3 FORWARD LOOKING STATEMENT This press release contains forward-looking statements. There are certain important factors that could prevent Symantec from achieving the anticipated benefits of the acquisition, including the benefits from those anticipated by some of the statements made above. Among these factors are the anticipation of the growth of certain market segments, the positioning of each company's products in those segments, the competitive environment in the software industry, changes to operating systems and product strategy by vendors of operating systems, and the importance of new Symantec and/or Quarterdeck products. Additional information concerning those and other factors is contained in the "Business Risks" section of the each company's respective annual report on Form 10-K and their quarterly reports on Form 10-Q for the most recent quarter. # # # NOTE TO EDITORS: If you would like additional information on Symantec Corporation and its products, please view the Symantec Press Center at http://www.symantec.com/Press Center/ on Symantec's Web site. -----END PRIVACY-ENHANCED MESSAGE-----