Symantec 2000 Annual Report Download - page 54

In connection with the plan, the Board declared a dividend of one
preferred share purchase right for each share of Symantec com-
mon 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 Symantec 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 Symantec common stock and
will not trade separately. If a person or a group (an “Acquiring Per-
son”) acquires 20%or more of our common stock, or announces
an intention to make a tender offer for 20%or more of our com-
mon 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 Par-
ticipating 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 Acquir-
ing Person, holders of the rights (other than the Acquiring Person)
will have the right to acquire shares of our common stock at a
substantially discounted price.
If a person becomes an Acquiring Person and we are acquired in a
merger or other business combination, or 50%or more of its
assets are sold to an Acquiring Person, the holder 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 price. After a person has become an Acquiring Person,
the Board, at its option, requires the exchange of outstanding
rights (other than those held by the Acquiring Person) for com-
mon stock at an exchange ratio of one share of Symantec
common stock per right.
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 our bylaws to:
permit only the Chairman, President or the Board to call a spe-
cial 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 stock-
holder 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 meetings.
NOTE 17. SEGMENT INFORMATION
Our operating segments are significant strategic business units
that offer different products and services, distinguished by cus-
tomer needs. We have five operating segments: Consumer and
Small Business, Enterprise Solutions, e-Support, Professional
Services and Other.
The Consumer and Small Business segment focuses on deliver-
ing our security and problem-solving products to individual users
and small companies. The Enterprise Solutions segment focuses
on delivering more complex and specialized products to meet the
needs of organizations’ networks and support for their large
workforce throughout the organization. The e-Support segment
focuses on helping IT departments be more effective and efficient
through remote management solutions. The Professional Ser-
vices segment is focused on providing technical support to our
customers and assisting organizations to understand and imple-
ment Internet security infrastructure and policy management.
The Other segment is comprised of sunset products, products
nearing the end of their life cycle, and operations from our ACT!
and Visual Café divested product lines. Also included in the Other
segment are all indirect costs, general and administrative
expenses and charges that are one-time in nature, such as
acquired in-process research and development, judgment settle-
ments and restructuring and other expenses which are not
charged to the other operating segments.
We shifted our focus to these new business segments during fis-
cal 2000. In the past, our business segments were aligned more
toward product groups. Due to this change, we have presented the
fiscal 1999 and 1998 segment information to conform to our cur-
rent segments.
The accounting policies of the segments are the same as those
described in the summary of significant accounting policies.
There are no intersegment sales. Symantec’s Chief Executive Offi-
cer and the Chief Financial Officer evaluate performance based on
direct profit or loss from operations before income taxes not
including nonrecurring gains and losses, foreign exchange gains
and losses and miscellaneous other income and expenses. Assets
and liabilities are not discretely allocated or reviewed by segment.
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