As filed with the Securities and Exchange Commission on September 12, 2022

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NortonLifeLock Inc.
(Exact Name of Registrant as Specified in Its Charter)

60 E. Rio Salado Parkway, Suite 1000
Tempe, AZ 85281
(Address of Principal Executive Offices and Zip Code)

Avast plc 2018 Long Term Incentive Plan

(Full Title of the Plan)

Bryan Ko
Chief Legal Officer and Corporate Secretary
60 E. Rio Salado Parkway, Suite 1000
Tempe, AZ 85281
(Name and Address of Agent For Service)

(650) 527-8000
(Telephone Number, Including Area Code, of Agent For Service)

Copy to:

Sophia Hudson, P.C.

Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Telephone: 212-446-4750

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

On September 12, 2022, NortonLifeLock Inc. (“Norton” or the “Registrant”) completed its acquisition of Avast plc (“Avast”) (the “Merger”). The Merger was effected by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006, as amended, sanctioned by the High Court of Justice in England and Wales (the “Scheme”) and in accordance with the announcement pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers issued on August 10, 2021, and a co-operation agreement among Norton, Avast and Nitro Bidco Limited (the “Co-operation Agreement”), dated as of August 10, 2021, as amended on July 15, 2022, by and among the Company, Nitro Bidco Limited and Avast. The Scheme became effective at 1:00 P.M., Eastern Daylight Time, on September 9, 2022 (the “Effective Time”) pursuant to the order of the High Court of Justice in England and Wales sanctioning the Scheme under Section 899 of the UK Companies Act 2006 and, as a result, Avast became a wholly-owned subsidiary of Norton.

The Co-operation Agreement contains provisions that apply in respect of the Avast plc 2018 Long Term Incentive Plan, as amended from time to time (the “Plan”). Pursuant to the Co-operation Agreement, at the Effective Time:

•               each Avast restricted stock unit award with respect to Avast ordinary shares that was outstanding immediately prior to the Effective Time under the Plan was substituted by Norton with a corresponding Norton restricted stock unit award relating to shares of Common Stock, with the number of shares of Common Stock subject to such award determined in accordance with the formulas set forth in the Co-operation Agreement, and

•               each Avast performance stock unit award with respect to Avast ordinary shares that was outstanding as of immediately prior to the Effective Time under the Plan was substituted by Norton with a Norton restricted stock unit award relating to shares of Common Stock, that vests based on the holder’s continued service following the Effective Time, with the number of shares of Common Stock subject to such award determined in accordance with the formulas set forth in the Co-operation Agreement.

As at the date of the Effective Date, there were outstanding awards under the Plan of an aggregate of 10,027,439 Avast ordinary shares.

Norton also became the plan sponsor of the Plan and is registering 8,041,071 shares of Norton’s common stock, par value $0.01 per share (the “Common Stock”) to be offered and sold under the Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information called for by Part I of Form S-8 will be delivered to employees, without charge, as specified by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”), such information is not being filed with the Commission as part of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents, which have been filed by the Registrant with the Commission, are hereby incorporated by reference in this Registration Statement:

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement, except as to specific sections of such statements as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Not applicable.

Not applicable.

Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act.

As permitted by Sections 102(b)(7) and 145 of the DGCL, the Registrant’s Amended and Restated Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:

Article 7 of the Registrant’s Amended and Restated Certificate of Incorporation, as amended, limits the liability of directors to the fullest extent permitted by Section 102(b)(7).

As permitted by the DGCL, Registrant’s Amended and Restated Bylaws (the “Bylaws”) provide that:

Registrant has entered into indemnity agreements with each of its current directors and officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in Registrant’s Amended and Restated Certificate of Incorporation and Bylaws and to provide additional procedural protections.

Registrant maintains directors’ and officers’ liability insurance and has extended that coverage for public securities matters.

See also the undertakings set out in response to Item 9.

In addition, the Registrant has entered into various merger agreements and registration rights agreements in connection with its acquisitions of and mergers with various companies and its financing activities under which the parties to those agreements have agreed to indemnify the Registrant and its directors, officers, employees and controlling persons against specified liabilities.

Not applicable.

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

To effect the above, each of the undersigned has executed this Power of Attorney as of the date indicated beside each name.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on September 12, 2022.

POWER OF ATTORNEY TO SIGN AMENDMENTS

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below (each being an officer and/or director of the Registrant) does hereby constitute and appoint Vincent Pilette and Bryan Ko, and each of them, with full power of substitution, such person’s true and lawful attorneys-in-fact and agents for such person in such person’s name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully, to all intents and purposes, as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in one or more counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.