8-K

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): June 12, 2006

Symantec Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	000-17781	77-0181864
(State or Other Jurisdiction of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification No.)

20330 Stevens Creek Blvd., Cupertino, CA	95014
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code (408) 517-8000

     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))

TABLE OF CONTENTS

EXHIBIT 99.01

Item 7.01. Regulation FD Disclosure

In a press release (the “Release”) issued on June 12, 2006, Symantec Corporation (the “Company”) announced that it expects to use a portion of the net proceeds from an offering of convertible senior notes to repurchase approximately $1.5 billion worth of its common stock. The Company anticipates that a substantial portion of this repurchase will be completed concurrently with the offering, and the remainder will be executed during the September quarter. This repurchase amount is in addition to repurchases under the Company’s previously announced repurchase program, under which approximately $710 million remained authorized as of May 31, 2006.

In connection with the convertible note hedge and warrant transactions described in the Release, affiliates of the initial purchasers that are a party to those transactions have advised the Company that they will purchase the Company’s common stock in secondary market transactions prior to or following pricing of the notes, and may enter into various over-the-counter derivative transactions with respect to the Company’s common stock concurrently with or following pricing of the notes.

In addition to its issuance of the notes, the Company has entered into a commitment letter with lenders regarding the establishment of a credit facility with an anticipated borrowing capacity of $1.0 billion. While the Company has no current plan to borrow funds under such credit facility, its availability would allow the Company immediate access to domestic funds if it identifies opportunities for its use.

Item 8.01. Other Events

In a press release issued on June 12, 2006, the Company announced that it intends to offer convertible senior notes in a private offering, subject to market conditions and other factors. A copy of the press release is filed herewith as Exhibit 99.01 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Exhibit Title or Description
99.01	Press release issued by Symantec Corporation, dated June 12, 2006

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.

	Symantec Corporation
Date: June 12, 2006	By:	/s/ James Beer James Beer
		Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Exhibit Title or Description
99.01	Press release issued by Symantec Corporation, dated June 12, 2006

EX-99.01

EXHIBIT 99.01

News Release

FOR IMMEDIATE RELEASE
MEDIA CONTACT:	INVESTOR CONTACT:
Genevieve Haldeman	Helyn Corcos
Symantec Corporation	Symantec Corporation
408-517-7642	408-517-8324
glhaldeman@symantec.com	hcorcos@symantec.com

Symantec to Offer $2.0 Billion Convertible Senior Notes

Company to Repurchase Approximately $1.5 Billion in Common Stock

CUPERTINO, Calif. — June 12, 2006 — Symantec Corp. (Nasdaq: SYMC) today announced its intention to offer, subject to market and other conditions, approximately $1.0 billion principal amount of Convertible Senior Notes due 2011 and approximately $1.0 billion principal amount of Convertible Senior Notes due 2013 through offerings to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

In certain circumstances, the notes may be convertible into cash up to the principal amount. With respect to any conversion value in excess of the principal amount, the notes may be convertible into cash, shares of Symantec common stock or a combination of cash and common stock, at Symantec’s option. The interest rate, conversion price and other terms are to be determined by negotiations between Symantec and the initial purchasers of the notes. Symantec also expects to grant the initial purchasers an option to purchase up to $200 million principal amount of additional notes.

Symantec expects to use the net proceeds from the offering and the proceeds of the warrant transactions referred to below to purchase approximately $1.5 billion worth of its common stock, a portion of which is expected to be purchased contemporaneously with the closing of the sale of the notes through private block trades with one or more of the initial purchasers of the notes or their affiliates, and the balance of which is expected to be purchased through Rule 10b5-1 trading plans.

In addition, Symantec expects to use a portion of the proceeds from the transactions to fund convertible note hedge transactions that Symantec expects to enter into with one or more of the initial purchasers of the notes or their affiliates. Symantec expects that the convertible note hedge transactions will have exercise prices equal to the conversion price of the convertible senior notes. The convertible note hedge transactions are intended to offset potential dilution to Symantec’s common stock upon potential future conversion of the notes.

Symantec also expects to enter into separate warrant transactions with one or more of the initial purchasers or their affiliates and anticipates that the warrants will have an exercise price that is approximately 75 percent higher than the closing price of Symantec’s common stock on the date the warrants are issued. Remaining proceeds will be added to Symantec’s working capital and will be used for general corporate purposes.

This notice does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum. The securities have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Symantec
Symantec is the world leader in providing solutions to help individuals and enterprises assure the security, availability, and integrity of their information. Headquartered in Cupertino, Calif., Symantec has operations in more than 40 countries. More information is available at www.symantec.com.

###

Symantec and the Symantec Logo are trademarks or registered trademarks of Symantec Corporation or its affiliates in the U.S. and other countries. Other names may be trademarks of their respective owners.

FORWARD LOOKING STATEMENTS: This press release contains statements regarding our financial and business results which may be considered forward-looking within the meaning of the U.S. federal securities laws, including statements regarding Symantec’s expectation to sell notes, repurchase shares of its common stock, enter into convertible note transactions and enter into warrant transactions. These statements are subject to known and

unknown risks, uncertainties and other factors that may cause our actual results to differ materially from results expressed or implied in this press release. Such risks and uncertainties include, but are not limited to whether or not Symantec will offer the notes or consummate the offering, the anticipated terms of the notes and the offering, and the anticipated use of the proceeds of the offering. Symantec cannot guarantee that any of these transactions will occur. Additional information concerning risk factors is contained in the Risk Factors section of Symantec’s Form 10-K for the fiscal year ended March 31, 2006. Symantec assumes no obligation to update any forward-looking information contained in this press release.