sc13d
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. __ )*
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
(CUSIP Number)
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| Arthur F. Courville
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Daniel J. Winnike |
| Executive Vice President,
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Fenwick & West LLP |
| Corporate Legal Affairs and Secretary
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801 California Street |
| Symantec Corporation
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Mountain View, CA 94041 |
| 20330 Stevens Creek Blvd.
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(650) 988-8500 |
| Cupertino, CA 95014 |
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| (408) 517-8000 |
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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CUSIP No. |
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02148M 10 0 |
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NAMES OF REPORTING PERSONS:
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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Symantec Corporation, I.R.S. Identification No. 77-0181864 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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State of Delaware
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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None |
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| SHARES |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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3,506,881 shares of common stock1 |
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| EACH |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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None |
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| WITH |
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SHARED DISPOSITIVE POWER: |
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None |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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3,506,881 shares of common stock1 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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þ
(See Item 6)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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11.9% of common stock2 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
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| 1 |
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Represents the aggregate number of
outstanding shares of the issuer’s common stock held by TCV IV, L.P., TCV
IV Strategic Partners, L.P., Gregory Butterfield, President and Chief Executive
Officer of Altiris, Inc. (“Altiris”), Gary Filler, director of
Altiris, Jay Hoag, director of Altiris, Dwain Kinghorn, Chief Technology
Officer of Altiris, Michael Levinthal, director of Altiris, V. Eric Roach,
director of Altiris, Michael Samuelian, Vice President Sales of Altiris, and
Mark Sunday director of Altiris, each of whom entered into a voting agreement
dated January 26, 2007 with Symantec Corporation (“Symantec”)
obligating the holder to vote such shares in favor of the proposed acquisition
of the issuer by Symantec pursuant to the Merger Agreement (as defined in Item
3) and related matters, and with respect to which such persons granted
Symantec a proxy granting Symantec the right to vote on each such
person’s behalf in favor of such matters. For more information regarding
the Altiris securities holdings of persons named above, please see Schedule
B, attached hereto. Symantec expressly disclaims beneficial ownership of
any of the shares of the issuer’s common stock subject to the voting
agreements and proxies. |
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| 2 |
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Based on 29,386,546 shares of the
issuer’s common stock outstanding as of January 24, 2007, as represented
by the issuer in the Merger Agreement |
TABLE OF CONTENTS
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CUSIP No. |
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02148M 10 0 |
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Item 1. Security and Issuer.
The class of equity securities to which this statement relates is common stock, par value
$0.0001 per share, of Altiris, Inc., a Delaware corporation (“Altiris”). The principal
executive offices of Altiris are located at 588 West 400 South, Lindon, Utah 84042.
Item 2. Identity and Background.
(a) The name of the corporation filing this statement is Symantec Corporation, a Delaware
corporation, hereinafter sometimes referred to herein as “Symantec.”
(b) The address of Symantec’s principal office is 20330 Stevens Creek Blvd., Cupertino,
California 95014.
(c) Symantec provides consumers, home offices, and small businesses with Internet security
and personal computer, or PC, problem-solving products; small and medium-sized businesses
with software to provision, backup, secure, and remotely access their PCs and servers; and
enterprise and large enterprise customers with security, storage and server management, data
protection, and application performance management solutions. Symantec also provides a full
range of consulting and educational services to enterprises of all sizes.
(d) Neither Symantec nor, to Symantec’s knowledge, any person named on Schedule A
attached hereto during the last five years, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) Neither Symantec nor, to Symantec’s knowledge, any person named on Schedule A
attached hereto during the last five years, was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
(f) To Symantec’s knowledge, Frank E. Dangeard is a citizen of France and each of the other
individuals identified on Schedule A attached hereto is a citizen of the United
States.
Set forth on Schedule A is the name, principal occupation or employment, and the
name, principal business and address of any corporation or other organization in which such
employment is conducted, of each of the directors and executive officers of Symantec as of
the date hereof.
Item 3. Source and Amount of Funds or Other Consideration.
Altiris entered into an Agreement and Plan of Merger, dated as of January 26, 2007, a copy
of which is attached hereto as Exhibit 1 (the “Merger Agreement”), with Symantec and
a wholly owned subsidiary of Symantec (“Merger Sub”) that provides for the acquisition of
Altiris by Symantec by means of a merger of Merger Sub with and into Altiris. As a result
of the merger, Altiris would become a wholly owned subsidiary of Symantec. As an inducement
for Symantec to enter into the Merger Agreement and in consideration thereof, certain
executive officers, directors and stockholders of Altiris identified on Schedule B
(collectively, the “Securityholders”), each entered into a separate Voting Agreement with
Symantec, dated January
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26, 2007, the form of which is attached hereto as Exhibit 2 and more fully described
in Item 4, whereby each Securityholder agreed to vote all of the shares of Altiris common
stock currently beneficially owned by such Securityholder or acquired by such Securityholder
after such date (including by means of exercise of stock options) in favor of the merger and
related matters. Each of these Securityholders also granted Symantec an irrevocable proxy
granting Symantec the right to vote such shares in favor of such matters (the voting
agreements and proxies together are referred to herein as the “Voting Agreements”).
Symantec did not pay additional consideration to the Securityholders in exchange for the
Voting Agreements.
References to, and descriptions of, the merger, the Merger Agreement and the Voting
Agreements throughout this Schedule 13D are qualified in their entirety by reference to the
Merger Agreement included as Exhibit 1 to this Schedule 13D and the Voting Agreement
included as Exhibit 2 to this Schedule 13D, respectively. These agreements are
incorporated into this Schedule 13D where such references and descriptions appear.
Item 4. Purpose of Transaction.
(a) – (b) As described in Item 3 above, this Schedule 13D relates to the proposed
acquisition of Altiris by Symantec pursuant to the terms of the Merger Agreement. To induce
Symantec to enter into the Merger Agreement, the Securityholders entered into the Voting
Agreements. The purpose of the Voting Agreements is to facilitate the consummation of the
merger.
The Merger Agreement provides that, at the effective time of the merger, each outstanding
share of Altiris common stock will be converted into the right to receive $33.00 in cash,
without interest. At such time, outstanding stock options and restricted stock units issued
by Altiris will be converted into stock options and restricted stock units of Symantec based
on an exchange ratio specified in the Merger Agreement, and outstanding warrants and
restricted stock awards will represent the right to receive the per share cash merger
consideration.
By executing the Voting Agreements, the Securityholders have (i) agreed to vote all of the shares of Altiris common stock currently beneficially owned by them or acquired prior to the
expiration of the Voting Agreement, including by means of exercise of stock options, in
favor of the merger, adoption of the Merger Agreement and any other matter that is
reasonably necessary to facilitate the merger, and against any Alternative Transaction
Proposal (as defined in Article 1 of the Merger Agreement) and any other matter that might
reasonably be expected to prevent, delay, postpone or frustrate the purposes of the merger,
and (ii) granted irrevocable proxies to Symantec granting Symantec the right to vote such shares as specified in clause (i). The Securityholders may vote such shares on all other
matters submitted to the Altiris stockholders for their approval. The Voting Agreements
terminate upon the earlier to occur of (i) termination of the Merger Agreement, and (ii) the
effectiveness of the merger.
(c) Not applicable.
(d) It is anticipated that upon consummation of the merger, the officers and directors of
Merger Sub shall become the officers and directors of Altiris (the surviving corporation in
the merger), until their respective successors are duly elected or appointed and qualified.
(e) Other than as a result of the merger described in Item 3 and above in this Item 4, not
applicable.
(f) Not applicable.
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(g) Upon consummation of the merger, the Certificate of Incorporation and Bylaws of Altiris
shall be amended and restated in their entirety in accordance with the terms of Section 2.2
of the Merger Agreement.
(h) – (i) If the Merger is consummated as planned, Altiris common stock will cease to be
quoted on The Nasdaq Stock Market, Inc.’s Global Select Market and will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended.
(j) Not applicable.
Item 5. Interest in Securities of the Issuer.
(a) – (b) As a result of the Voting Agreements, Symantec may be deemed to be the beneficial
owner of 3,506,881 shares of Altiris common stock. This number of shares
represents approximately 11.9% of the issued and outstanding shares of Altiris common stock
based on the number of shares outstanding as of January 24, 2007 (as represented by Altiris
in the Merger Agreement). Symantec disclaims any beneficial ownership of such shares, and
nothing herein shall be deemed to be an admission by Symantec as to the beneficial ownership
of such shares.
To Symantec’s knowledge, no shares of Altiris common stock are beneficially owned by any of
the persons identified in Schedule A to this Schedule 13D.
(b) Symantec may be deemed to have shared voting power of the 3,506,881 shares of
Altiris common stock held by the Securityholders due to Symantec’s right under the Voting
Agreements to direct the voting of such shares with respect to the matters specified in the
Voting Agreements (and to vote such shares in accordance with the proxies). However,
Symantec does not control the voting of such shares with respect to other matters, and does
not possess any other rights as an Altiris stockholder with respect to such shares.
Information required by Item 2 (a)-(c) with respect to each Securityholder is set forth on
Schedule B. To Symantec’s knowledge, none of the persons identified on Schedule
B (i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) during the last five years, or (ii) was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws during the last five
years. To Symantec’s knowledge, each of the individuals identified on Schedule B is
a citizen of the United States, except that Frank E. Dangeard is a citizen of France.
(c) To Symantec’s knowledge, no transactions in Altiris common stock have been effected
during the past sixty days by any person named pursuant to Item 2.
(d) To Symantec’s knowledge, no person other than the Securityholders identified on
Schedule B has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such shares.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The terms of the Voting Agreements are described under Item 4(a)-(b) above. The Voting
Agreements also apply to any shares of Altiris common stock acquired by the parties to such
agreements after the date of the Voting Agreements, including by means of exercise of stock
options. The number of shares that Symantec may be deemed to beneficially own as of the
date of filing of this Schedule 13D, as reported herein, does not include the shares
issuable upon the exercise of stock options held by the parties to the Voting Agreements,
and Symantec disclaims beneficial ownership of all such shares.
Item 7. Materials to be Filed as Exhibits.
The following documents are incorporated by reference as exhibits:
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| Exhibit |
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Title |
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1
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Agreement and Plan of Merger, dated January 26, 2007, by and
among Symantec Corporation, Atlas Merger Corp. and Altiris,
Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K
(File No. 000-49793) filed by Altiris on January 29, 2007). |
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2
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Form of Voting Agreement, dated January 26, 2007, by and
between Symantec Corporation and certain securityholders of
Altiris, Inc. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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| Dated: February 5, 2007 |
SYMANTEC CORPORATION
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By: |
/s/ Arthur F. Courville
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Arthur F. Courville |
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Executive Vice President, Corporate Legal Affairs and Secretary |
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
Schedule A
Directors and Executive Officers of Symantec Corporation
The following table sets forth the name, business address and present principal occupation or
employment of each director and executive officer of Symantec Corporation. Except as indicated
below, the business address of each person is c/o Symantec Corporation, 20330 Stevens Creek Blvd.,
Cupertino, California 95014.
Board of Directors
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John W. Thompson
Chairman and CEO, Symantec Corporation
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Michael Brown
Board member and former CEO, Quantum |
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William T. Coleman
Chairman
and CEO, Cassatt Corporation
1740 Technology Drive, 6th Floor
San Jose, CA 95110
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Frank E. Dangeard
Chairman and CEO, Thomson, S.A.
46 quai Alphonse LeGallo
92648 Boulogne Cedex
France |
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David L. Mahoney
Private Investor, Former Co-CEO of
McKesson HBOC
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Robert S. Miller
Chairman and CEO, Delphi Corporation
5725 Delphi Drive
Troy, MI 48098 |
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George Reyes
CFO, Google Inc.
1600 Amphitheatre Parkway
Mountain View, CA 94043
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David Roux
Managing Director, Silver Lake Partners
2775 Sand Hill Road, Suite 100
Menlo Park, California 94025 |
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Daniel H. Schulman.
CEO, Virgin Mobile USA
10 Independence Blvd # 2
Warren, NJ 07059
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V. Paul Unruh
Former Vice Chairman, Bechtel Group |
Executive Officers
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John W. Thompson
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Chief Executive Officer |
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James Beer
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Executive Vice President, Chief Financial Officer |
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Jeremy Burton
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Group President, Enterprise Security and Data
Management |
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Janice Chaffin
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Executive Vice President and Chief Marketing Officer |
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Arthur F. Courville
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Executive Vice President, General Counsel and
Secretary |
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Kristof Hagerman
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Group President, Data Center Management |
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Thomas W. Kendra
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Group President, Worldwide Sales and Services |
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George W. Harrington
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Senior Vice President, Finance, and Chief
Accounting Officer of the Company |
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Rebecca Ranninger
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Executive Vice President and Chief Human Resources
Officer |
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Enrique T. Salem
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Group President, Consumer Products |
Schedule B
Parties to Voting Agreements with Symantec Corporation
The following table sets forth the name and principal occupation or employment of each
securityholder of Altiris that has entered into a Voting Agreement with Symantec in connection with
the Merger Agreement, and the aggregate number of shares of Altiris common stock held by each such
person as of January 24, 2007.* Except as otherwise indicated below, the
business address of each person set forth on this Schedule B is: c/o Altiris, Inc., 588
West 400 South, Lindon, Utah 84042.
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Exercisable |
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Options to |
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Total Beneficial |
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Purchase Shares |
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Ownership of |
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Shares Held as of |
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within 60 Days of |
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Shares as of |
| Name |
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January 24, 2007 |
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January 24, 2007 |
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January 24, 2007 |
TCV IV, L.P. |
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2,958,508 |
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0 |
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2,958,508 |
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TCV IV Strategic Partners, L.P. |
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110,319 |
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0 |
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110,319 |
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Gregory Butterfield
President and CEO of Altiris |
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36,548 |
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54,501 |
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91,049 |
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Dwain Kinghorn
Chief Technology Officer of Altiris |
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136,395 |
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60,680 |
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197,075 |
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Michael Samuelian
Vice President, Sales of Altiris |
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25,948 |
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32,501 |
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58,449 |
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Gary B. Filler
Director of Altiris |
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4,166 |
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12,500 |
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16,666 |
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Jay C. Hoag
General Partner of Technology Crossover Ventures
528 Ramona Street
Palo Alto, California 94301 |
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4,166 |
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12,500 |
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16,666 |
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Michael Levinthal
Director of Altiris |
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89,166 |
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16,666 |
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105,832 |
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V. Eric Roach
Director of Altiris |
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137,499 |
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66,666 |
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204,165 |
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Mark Sunday
Vice President and Chief Information Officer of
Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA 94065 |
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4,166 |
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16,666 |
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20,832 |
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Total |
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3,506,881 |
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272,680 |
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3,779,561 |
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| * |
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As noted in Item 6 above, the Voting
Agreements also apply to any shares of Altiris common stock acquired by the
parties to such agreements after the date of the Voting Agreements, including
by means of exercise of stock options. As noted in each applicable column, the
above table includes both the total shares of common stock held as of January
24, 2007 and the number of options exercisable within sixty (60) days of
January 24, 2007. |
EXHIBIT INDEX
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| Exhibit |
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| No. |
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Title |
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1
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Agreement and Plan of Merger, dated January 26, 2007, by and
among Symantec Corporation, Atlas Merger Corp. and Altiris,
Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K
(File No. 000-49793) filed by Altiris on January 29, 2007). |
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2
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Form of Voting Agreement, dated January 26, 2007, by and
between Symantec Corporation and certain securityholders of
Altiris, Inc. |