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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) May 28, 1999
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SEAGATE SOFTWARE, INC.
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(Exact Name of the Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
77-0397623
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(Commission File Number) (I.R.S. Employer Identification No.)
915 Disc Drive, Scotts Valley, California 95066
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(Address of Principal Executive Offices) (Zip Code)
(831) 438-6550
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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Seagate Technology, Inc. ("STI"), its Seagate Software, Inc. ("SSI")
subsidiary and Seagate Software Network & Storage Management Group, Inc.
("NSMG"), a wholly owned subsidiary of SSI, announced on October 5, 1998 that
they had entered into an Agreement and Plan of Reorganization (the "Plan") as of
such date with Veritas Holding Corporation ("Newco") and Veritas Software
Corporation ("VERITAS"), which provided for (i) the contribution by SSI, STI and
certain of their respective subsidiaries to Newco of (a) the outstanding stock
of NSMG and certain other subsidiaries of SSI, and (b) those assets used
primarily in the network storage management business of SSI (the "NSMG
Business"), in consideration for the issuance of shares of Common Stock of Newco
to SSI and the offer by Newco to grant options to purchase Common Stock of Newco
to certain SSI employees who become employees of Newco or its subsidiaries in
exchange for cancellation by such employees of their respective options to
purchase Common Stock of SSI (the "Seagate Transaction") and (ii) the merger of
a wholly owned subsidiary of Newco with and into VERITAS and the assumption and
conversion of all outstanding VERITAS securities, on a share for share basis,
into Newco securities having identical rights, preferences and privileges,
including convertible debentures of VERITAS which became convertible into Common
Stock of Newco on the same basis as they were convertible into VERITAS Common
Stock (the "Veritas Merger"). As part of the Seagate Transaction, Newco also
assumed certain liabilities of the NSMG Business. The Seagate Transaction was
structured to qualify as a tax-free exchange and the Veritas Merger was
structured to qualify as a tax-free reorganization for federal income tax
purposes. The Seagate Transaction will be accounted for as a purchase. The
Seagate Transaction and the Veritas Merger were closed on May 28, 1999.
In addition, the offer by STI to acquire from SSI stockholders all
outstanding shares of SSI Common Stock in exchange for STI Common Stock (the
"Exchange Offer") (as described in the Tender Offer Statement on Schedule 14D-1
filed by STI on April 26, 1999, as amended June 1, 1999 and June 16, 1999)
expired as scheduled at 12:00 midnight, New York City time, on June 9, 1999. A
total of approximately 3,267,155 shares of SSI Common Stock were tendered of
which approximately 3,104,735 were exchanged into approximately 5,272,916 shares
of Seagate Technology Common Stock.
Available Information. Statements made in this Current Report on Form
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8-K concerning the contents of any contract or other document are not
necessarily complete. With respect to each contract or other document filed as
an exhibit hereto, reference is hereby made to that document for a more complete
description of the matter involved and each such statement is hereby qualified
in its entirety by such reference.
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits
Exhibit
Number Description
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99.1 Press Release of Seagate Technology, Inc. dated June 1,
1999.
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SIGNATURES
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.
Dated: July 7, 1999 SEAGATE SOFTWARE, INC.
By: /s/ Ellen E. Chamberlain
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Ellen E. Chamberlain
Senior Vice President and
Chief Financial Officer
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SEAGATE SOFTWARE, INC.
FORM 8-K
INDEX TO EXHIBITS
Exhibit
Number Exhibit Title
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99.1 Press Release of Seagate Technology, Inc. dated June 1,
1999.
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Exhibit 99.1
For Immediate Release
Seagate Completes Sale of Network
and Storage Management Software
Group to Veritas Software
Deal Provides Seagate With 34.6 Million Shares Of
VERITAS Software Stock Valued at $3.1 Billion
SCOTTS VALLEY, Calif., June 1 /PRNewswire/ --
Seagate Technology, Inc. (NYSE:SEG) today
announced that the Company has completed the sale
of the Network and Storage Management Group (NSMG),
a portion of their Seagate Software subsidiary, to
VERITAS Software (Nasdaq: VRTS -news ). VERITAS
Software and Seagate Software NSMG will merge in a
tax-free transaction to be accounted for under
purchase accounting. Seagate Technology will receive
approximately 34.6 million shares of VERITAS Software
for Seagate Software's NSMG "business." Based on the
closing stock price of VERITAS Software on May 28,
1999, the value of the shares to be received by
Seagate Technology is approximately $3.1 billion.
Seagate retains ownership of its remaining Seagate
Software subsidiary, which will continue to provide
innovative software solutions focused on the growing
business intelligence market. "The VERITAS Software
transaction increases Seagate's shareholder value in
two distinct ways," said Seagate president and chief
executive officer, Steve Luczo. "First, we further
strengthened our balance sheet and shareholders'
equity with the addition of VERITAS Software stock to our
asset base. Second, the merger solidifies the strategic
relationship we have with VERITAS Software, a key player in
our vision for current and future Storage Networking
platforms and technologies. With VERITAS Software as a
strategic technology development partner, along with
Gadzoox Networks, Dragon Systems, SanDisk, CVC and
iCompression, we are well positioned to execute on our
business strategy."
Seagate Software remains focused on the burgeoning
Business Intelligence market, which is estimated to grow from
$1.6 billion to $6.2 billion by the year 2002, according to
leading industry analysts at Gartner Group. Seagate Software
offers a comprehensive suite of business intelligence tools
designed to help organizations access, analyze, report and
share vital data stored in data warehouses and ERP systems,
in order to make better business decisions. With over 900
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employees residing in 32 offices worldwide, Seagate
Software is headquartered in Scotts Valley, California, and
headed by Greg Kerfoot, president and chief operating
officer. Seagate Software has had a long and successful
history in developing partnerships, and expects to retain a
strong technological relationship with VERITAS Software
going forward.
The merger of Seagate Software NSMG with VERITAS
Software received the approval of both VERITAS Software's
and Seagate Software's shareholders at their respective
shareholder meetings. Terry Cunningham, the previous
president and chief operating officer of Seagate Software, is
now president and chief operating officer, VERITAS Software.
VERITAS Software's board of directors has been expanded
from its previous seven directors to include Terry Cunningham
and two directors appointed by Seagate Technology. These
directors are Steve Luczo and Greg Kerfoot.
Seagate Technology, Inc. is a leading provider of technology
and products enabling people to store, access, and manage
information. The Company is committed to providing
best-in-class products to help people get information when,
where and how they want it. Seagate is the world's largest
manufacturer of disc drives, magnetic discs and read-write
heads, and an innovator in tape drives and software. Seagate
can be found around the globe and at
http://www.seagate.com.
Seagate Software, a subsidiary of Seagate Technology, Inc.,
develops integrated business intelligence applications which
include the award-winning Seagate Crystal Reports, Seagate
Holos, Seagate Info. Seagate Software can be found on the
Web at http://www.seagatesoftware.com .
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The "S" logo and Seagate Technology are registered
trademarks of Seagate Technology, Inc. Seagate Software,
Seagate Crystal Reports, Seagate Holos and Seagate Info
are either a registered trademark or trademark of Seagate
Software, Inc. Seagate is a registered trademark of both
Seagate Technology and Seagate Software. All other
trademarks or registered trademarks are the property of their
respective owners.
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