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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VERITAS SOFTWARE CORPORATION
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(Exact name of co-registrant as specified in its charter)
DELAWARE 77-0507675
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(State of incorporation or organization) (I.R.S. Employer
Identification Number)
VERITAS OPERATING CORPORATION
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(Exact name of co-registrant as specified in its charter)
DELAWARE 94-2823068
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(State of incorporation or organization) (I.R.S. Employer
Identification Number)
1600 PLYMOUTH STREET
MOUNTAIN VIEW, CALIFORNIA 94043
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(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration of a If this Form relates to the registration
class of securities pursuant to Section 12(b) of a class of securities pursuant to
of the Exchange Act and is effective pursuant Section 12(g) of the Exchange Act and is
to General Instruction A. (c), please check the effective pursuant to General Instruction
following box. [ ] A. (d), please check the following box. [X]
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Securities to be registered pursuant to Section 12(b) of the Act: NONE.
Securities to be registered pursuant to Section 12(g) of the Act:
CONVERTIBLE SUBORDINATED NOTES DUE 2006
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(Title of Class)
Page 1 of 5
Exhibit Index is on Page 5.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Notes of Registrant set forth under the
caption "Description of the Notes" in Registrant's Registration Statement on
Form S-1 as originally filed or as subsequently amended (the "Registration
Statement"), which Registration Statement was originally filed on July 27, 1999
(File No. 333-83775), is hereby incorporated by reference in response to this
item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference:
3.01 Amended and Restated Certificate of Incorporation of VERITAS
Software Corporation ("VERITAS") (incorporated by reference to
Exhibit 3.01 of the Registration Statement)
3.02 Amendment to the Amended and Restated Certificate of
Incorporation of VERITAS (incorporated by reference to Exhibit
3.02 of the Registration Statement)
3.03 Amended and Restated Bylaws of VERITAS (incorporated by reference
to Exhibit 3.03 of the Registration Statement)
3.04 Amended and Restated Certificate of Incorporation of VERITAS
Operating Corporation (incorporated by reference to Exhibit 3.04
of the Registration Statement)
3.05 Bylaws of VERITAS Operating Corporation (incorporated by
reference to Exhibit 3.05 of the Registration Statement)
4.03 Indenture dated as of October 1, 1997 between VERITAS Operating
Corporation and State Street Bank and Trust Company of
California, N.A. (incorporated by reference to Exhibit 4.03 of
the Registration Statement)
4.04 Amended and Restated First Supplemental Indenture dated July 30,
1999 by and among VERITAS, VERITAS Operating Corporation and
State Street Bank and Trust Company of California, N.A.
(incorporated by reference to Exhibit 4.04 of the Registration
Statement)
4.10 Form of Indenture among VERITAS, VERITAS Operating Corporation
and State Street Bank and Trust Company of California, N.A., as
Trustee (incorporated by reference to Exhibit 4.10 of the
Registration Statement)
4.11 Form of Note (included in Exhibit 4.10) (incorporated by
reference to Exhibit 4.11 of the Registration Statement)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 9, 1999 VERITAS SOFTWARE CORPORATION
By: /s/ JAY A. JONES
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Jay A. Jones
Senior Vice President
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 9, 1999 VERITAS OPERATING CORPORATION
By: /s/ JAY A. JONES
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Jay A. Jones
Senior Vice President
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INDEX TO EXHIBITS
3.01 Amended and Restated Certificate of Incorporation of VERITAS
Software Corporation ("VERITAS") (incorporated by reference to
Exhibit 3.01 of the Registration Statement)
3.02 Amendment to the Amended and Restated Certificate of
Incorporation of VERITAS (incorporated by reference to Exhibit
3.02 of the Registration Statement)
3.03 Amended and Restated Bylaws of VERITAS (incorporated by reference
to Exhibit 3.03 of the Registration Statement)
3.04 Amended and Restated Certificate of Incorporation of VERITAS
Operating Corporation (incorporated by reference to Exhibit 3.04
of the Registration Statement)
3.05 Bylaws of VERITAS Operating Corporation (incorporated by
reference to Exhibit 3.05 of the Registration Statement)
4.03 Indenture dated as of October 1, 1997 between VERITAS Operating
Corporation and State Street Bank and Trust Company of
California, N.A. (incorporated by reference to Exhibit 4.03 of
the Registration Statement)
4.04 Amended and Restated First Supplemental Indenture dated July 30,
1999 by and among VERITAS, VERITAS Operating Corporation and
State Street Bank and Trust Company of California, N.A.
(incorporated by reference to Exhibit 4.04 of the Registration
Statement)
4.10 Form of Indenture among VERITAS, VERITAS Operating Corporation
and State Street Bank and Trust Company of California, N.A., as
Trustee (incorporated by reference to Exhibit 4.10 of the
Registration Statement)
4.11 Form of Note (included in Exhibit 4.10) (incorporated by
reference to Exhibit 4.11 of the Registration Statement)
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