<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
VERITAS SOFTWARE CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[VERITAS LOGO]
VERITAS SOFTWARE CORPORATION
June 25, 1999
Dear VERITAS Stockholder:
On behalf of the board of directors, I cordially invite you to attend the
1999 annual meeting of stockholders of VERITAS Software Corporation to be held
at VERITAS' headquarters located at 1600 Plymouth Street, Mountain View,
California 94043 on Thursday, July 22, 1999 at 8:30 a.m. Pacific Time.
The matters expected to be acted upon at the meeting are described in
detail in the following notice of annual meeting of stockholders and proxy
statement.
Your vote on the business to be considered at this meeting is important,
regardless of the number of shares you own. WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE PRIOR TO THE MEETING, SO THAT YOUR
SHARES MAY BE REPRESENTED AT THE MEETING. Returning the proxy does not deprive
you of your right to attend the meeting and to vote your shares in person.
We look forward to seeing you at the meeting.
Sincerely,
LOGO
Mark Leslie
Chief Executive Officer and
Chairman of the Board
<PAGE> 3
VERITAS SOFTWARE CORPORATION
1600 PLYMOUTH STREET
MOUNTAIN VIEW, CA 94043
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the stockholders of VERITAS Software Corporation:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of VERITAS
Software Corporation will be held at the Company's headquarters located at 1600
Plymouth Street, Mountain View, California 94043 on Thursday, July 22, 1999 at
8:30 a.m. Pacific Time for the following purposes:
1. To elect three Class A directors to the board of directors of the
Company, each to serve for a term of three years or until his successor
has been duly elected and qualified or until his earlier resignation or
removal;
2. To ratify the board of director's selection of Ernst & Young LLP as
independent accountants for the Company for the current fiscal year; and
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the proxy
statement accompanying this notice.
Only stockholders of record at the close of business on June 10, 1999 are
entitled to notice of and to vote at the meeting or any adjournment or
postponement thereof.
By order of the board of directors,
MARK LESLIE
Mark Leslie
Chief Executive Officer and Chairman
of the Board
Mountain View, California
June 25, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO
THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
<PAGE> 4
VERITAS SOFTWARE CORPORATION
1600 PLYMOUTH STREET
MOUNTAIN VIEW, CA 94043
------------------------
PROXY STATEMENT
------------------------
June 25, 1999
The accompanying proxy is solicited on behalf of the board of directors of
VERITAS Software Corporation, a Delaware corporation formerly known as VERITAS
Holding Corporation and sometimes referred to in this document as the Company,
for use at the annual meeting of stockholders of the Company to be held on
Thursday, July 22, 1999 at 8:30 a.m. Pacific Time, at the Company's headquarters
located at 1600 Plymouth Street, Mountain View, California 94043. All proxies
will be voted in accordance with the instructions contained therein. If no
choice is specified, the proxies will be voted in favor of the nominees and the
proposal set forth in the accompanying notice of the annual meeting and this
proxy statement. This proxy statement and the accompanying proxy were first
mailed on or about June 25, 1999 to stockholders entitled to vote at the
meeting. An annual report of VERITAS Software Corporation, a predecessor of the
Company, for the year ended December 31, 1998 is enclosed with this proxy
statement.
VOTING RIGHTS AND SOLICITATION OF PROXIES
The only items of business which the board of directors intends to present
at the annual meeting are listed in the preceding notice of annual meeting of
stockholders and are explained in more detail on the following pages.
Only holders of record of VERITAS common stock at the close of business on
June 10, 1999, referred to in this document as the record date, will be entitled
to vote at the annual meeting. A majority of the shares outstanding on the
record date will constitute a quorum for the transaction of business at the
annual meeting. At the close of business on the record date, VERITAS had
83,177,550 shares of common stock outstanding and entitled to vote. Holders of
VERITAS common stock are entitled to one vote for each share held as of the
record date. Shares of common stock may not be voted cumulatively. In the event
that a broker, bank, custodian, nominee or other record holder of VERITAS common
stock indicates on a proxy that it does not have discretionary authority to vote
certain shares on a particular matter (a "broker non-vote"), those shares will
not be considered present and entitled to vote with respect to that matter,
although they will be counted in determining the presence of a quorum. Directors
will be elected by a plurality of the votes of the shares of common stock
present in person or represented by proxy at the annual meeting and entitled to
vote on the election of directors. Approval of Proposal No. 2 requires the
affirmative vote of the majority of shares of common stock present in person or
represented by proxy at the annual meeting that are voted "for" or "against" the
proposal. Neither an abstention nor a broker non-vote will be counted as a vote
"for" or "against" Proposal No. 2. All votes will be tabulated by the inspector
of elections appointed for the annual meeting.
The proxy card accompanying this proxy statement is solicited on behalf of
the board for use at the annual meeting. Stockholders are requested to complete,
date and sign the accompanying proxy card and promptly return it in the enclosed
envelope. All executed, returned proxies that are not revoked will be voted in
accordance with the instructions contained therein; however, returned signed
proxies that give no instructions as to how they should be voted on a particular
proposal will be counted as votes "for" such proposal (or, in the case of the
election of directors, as a vote "for" election to the board of all the nominees
presented by the board). In the event that sufficient votes in favor of the
proposals are not received by the date of the annual meeting, the persons named
as proxies may propose one or more adjournments of the annual meeting to permit
further solicitations of proxies. Any such adjournment would require the
affirmative vote of the majority of the shares present in person or represented
by proxy at the annual meeting and entitled to vote. The expenses of soliciting
proxies to be voted at the annual meeting will be paid by VERITAS. Following the
original mailing of the proxies and other soliciting materials, VERITAS will
request that brokers, custodians,
<PAGE> 5
nominees and other record holders of VERITAS common stock forward copies of the
proxy and other soliciting materials to persons for whom they hold shares of
common stock and request authority for the exercise of proxies. In such cases,
VERITAS, upon the request of the record holders, will reimburse such holders for
their reasonable expenses. The original solicitation of proxies by mail may be
supplemented by telephone, telegram or personal solicitation by directors,
officers and regular employees of VERITAS.
REVOCABILITY OF PROXIES
Any person signing a proxy in the form accompanying this proxy statement
has the power to revoke it before the annual meeting or at the meeting before
the vote pursuant to the proxy. A proxy may be revoked by a writing delivered to
us stating that the proxy is revoked, by a subsequent proxy that is signed by
the person who signed the earlier proxy and is presented at the annual meeting,
or by attendance at the meeting and voting in person. Please note, however, that
if a stockholder's shares are held of record by a broker, bank or other nominee
and that stockholder wishes to vote at the meeting, the stockholder must bring
to the meeting a letter from the broker, bank or other nominee confirming that
stockholder's beneficial ownership of the shares.
2
<PAGE> 6
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Company's board of directors currently consists of ten directors and is
divided into three classes. One directorship currently is vacant and may be
filled only by a majority vote of the directors in office. Three Class A
directors will be elected at the 1999 annual meeting of stockholders to serve a
three-year term expiring at the 2002 annual meeting of stockholders or until his
successor is duly elected and qualified or until his earlier resignation or
removal. The remaining six directors will continue to serve for the terms set
forth in the table below.
Gregory Kerfoot, Geoffrey Squire and Mark Leslie have been nominated by the
board of directors to serve as the Class A directors.
Shares represented by the accompanying proxy will be voted for the election
of the nominees recommended by the board of directors unless the proxy is marked
in such a manner as to withhold authority so to vote. Should any of the nominees
listed below become unavailable at the time of the annual meeting to accept
nomination for election as a director, the proxy holders named in the enclosed
proxy may vote for substitute nominees at their discretion. We are not aware of
any nominee who will be unable to or will not serve as a director.
DIRECTORS AND NOMINEES FOR DIRECTOR
The names of the current directors and the nominees for director and
certain information about each of them as of June 1, 1999 are set forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME OF DIRECTOR OR NOMINEE FOR DIRECTOR AGE PRINCIPAL OCCUPATION SINCE(3)
- ---------------------------------------- --- -------------------- --------
<S> <C> <C> <C>
Class A Directors -- Term expiring at
the 2002 Annual Meeting
Mark Leslie......................... 53 Chief Executive Officer and Chairman of the Board 1988
Geoffrey W. Squire.................. 52 Executive Vice-President and Vice-Chairman of the 1997
Board
Gregory Kerfoot..................... 39 Director 1999
Class B Directors -- Term expiring at
the 2000 Annual Meeting
Terrence Cunningham................. 39 President and Chief Operating Officer, Director 1999
Joseph D. Rizzi(1)(2)............... 57 Director 1987
William H. Janeway.................. 56 Director 1997
Class C Directors -- Term expiring at
the 2001 Annual Meeting
Fred van den Bosch.................. 52 Executive Vice President of Engineering, Director 1996
Steven Brooks(1)(2)................. 47 Director 1996
Stephen Luczo....................... 42 Director 1999
</TABLE>
- ---------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Each of the directors listed above were appointed to the Company's board of
directors on May 28, 1999 pursuant to the terms and conditions of the
Amended and Restated Agreement and Plan of Reorganization among VERITAS
Holding Corporation, VERITAS Software Corporation, Seagate Technology, Inc.,
Seagate Software, Inc., and Seagate Software Network & Storage Management
Group, Inc., which was approved by the stockholders of VERITAS at the
special meeting held on Thursday, May 27, 1999 at our headquarters located
at 1600 Plymouth Street, Mountain View, California 94043. The dates given in
this column reflect time served by each individual both as a director of the
Company and as a
3
<PAGE> 7
director of VERITAS Operating Corporation, formerly known as VERITAS
Software Corporation, a predecessor of the Company.
Class A Directors
Mr. Leslie has served as President and Chief Executive Officer of VERITAS
or its predecessors since 1990, and as a director since 1988. Prior to 1990, he
was the principal and owner of Leslie Consulting, a management consulting firm
and President and Chief Executive Officer of Rugged Digital Systems, Inc. a
computer manufacturer. Mr. Leslie is also Chairman of the Board of Versant
Object Technology Corporation, an object-oriented database software company and
serves on the board of directors of Brocade Communications Systems, Inc.
Mr. Squire has served as Executive Vice-President and Vice-Chairman of the
Board of VERITAS or its predecessors since April 1997, when VERITAS merged with
OpenVision Technologies, Inc. Mr. Squire became a director of OpenVision in
January 1994 and was appointed Chief Executive Officer of OpenVision in July
1995. From January 1994 to November 1994, Mr. Squire was Executive Vice
President and Chief Executive Officer of International Operations and from
November 1994 to June 1995, he was President and Chief Operating Officer of
OpenVision. Prior to that time, Mr. Squire worked at Oracle Corporation, most
recently as a member of Oracle's Executive Committee as Chief Executive,
International Operations. Mr. Squire has sat on the Council of the U.K.
Computing Services and Software Association since 1990. In 1995, Mr. Squire was
elected as the founding President of the European Information Services
Association. Mr. Squire also serves as a director of Industri-Matematik
International Corp.
Mr. Kerfoot has been a director of VERITAS since May 28, 1999. From July
1997 until May 28, 1999, Mr. Kerfoot served as Seagate Software's Chief
Strategic Officer and as President of the Information Management Group. In May
1994, he joined Seagate Technology in connection with its acquisition of Crystal
Computer Services, where he had previously served as Director of Research and
Development and Chief Architect of Crystal Reports, and continued as Crystal's
Director of Research and Development until May 1996, when he was named President
of the Information Management Group.
Class B Directors
Mr. Cunningham has served as our President and Chief Operating Officer and
as a director since May 28, 1999. Prior to that date, Mr. Cunningham served as
Seagate Software's President and Chief Operating Officer and as President of the
Seagate Software Network & Storage Management Group. In May 1994, Mr. Cunningham
joined Seagate Technology in connection with its acquisition of Crystal Computer
Services, a computer services company founded by Mr. Cunningham in 1984. Mr.
Cunningham served as Crystal's President until May 1996, when he was named
President of the Storage Management Group. Later in 1996, he was named Executive
Vice President and General Manager of the Seagate Software Network & Storage
Management Group. From July 1997 to May 1999, Mr. Cunningham served as President
and Chief Operating Officer for Seagate Software as well as Executive Vice
President and General Manager of the Seagate Software Network & Storage
Management Group.
Mr. Rizzi has been a director of VERITAS or its predecessors since April,
1987. Prior to that date, he served as a general partner of Matrix Partners, a
venture capital firm; and as Chief Executive Officer of Elxsi, a computer
company.
Mr. Janeway has been a director of VERITAS or its predecessors since April,
1997. Mr. Janeway has also been a Managing Director of E.M. Warburg Pincus &
Co., LLC since 1988. Prior to 1988, he served in a management capacity at F.
Eberstadt & Co., Inc. Mr. Janeway is a director of ECsoft Group, PLC, BEA
Systems, Inc., Indus International, Inc. Inacom Corp. and Industri-Matematik
International Corp.
Class C Directors
Mr. van den Bosch has served as Executive Vice President, Engineering of
VERITAS or its predecessors since July 1997 and was appointed as a director in
February 1996. Mr. van den Bosch served as Senior Vice
4
<PAGE> 8
President, Engineering from 1991 to July 1997. From 1970 until 1990, he served
in various positions with Philips Information Systems, including Director of
Technology.
Mr. Brooks has been a director of VERITAS or its predecessors since April,
1996. Since February 1999, Mr. Brooks has been General Partner of Broadview
Capital Partners, a private equity firm. From September 1997 to February 1999,
Mr. Brooks was a managing director of Donaldson, Lufkin & Jenrette Securities
Corporation, an investment banking firm. From 1996 to 1997, Mr. Brooks was a
private investor and a consultant to technology companies. From 1994 to 1996,
Mr. Brooks served as Managing Director and Head of Global Technology Investment
Banking at the Union Bank of Switzerland Securities, LLC. Prior to 1994, Mr.
Brooks was a private investor and consultant to high-technology firms, and
served as Managing Partner of investment banking at Robertson, Stephens & Co., a
San Francisco-based investment bank. Mr. Brooks is a Director of Paychex, Inc.,
a national payroll processing and business services company, and QRS, an
electronic commerce company.
Mr. Luczo has been a director of VERITAS since May 28, 1999. From July 1997
until May 28, 1999, Mr. Luczo served as Chairman of the Board of Directors of
Seagate Software and as Chief Executive Officer, President and Director of
Seagate Technology. From March 1995 to July 1997, Mr. Luczo served as Seagate
Software's Chief Operating Officer. Mr. Luczo joined Seagate Technology in
October 1993 as Senior Vice President, Corporate Development and was promoted to
Executive Vice President, Corporate Development in March 1995, where he served
until September 1997. He was promoted to President and Chief Operating Officer
of Seagate Technology in September 1997, and served in the latter capacity until
August 1998. In July 1998, Mr. Luczo was promoted to Chief Executive Officer and
appointed to the Board of Directors. Before joining Seagate Technology in 1993,
Mr. Luczo was Senior Managing Director and co-head of the Bear Stearns and Co.
Global Technology Group. Mr. Luczo also serves on the boards of directors of
Gadzoox Microsystems, Inc. and Dragon Systems, Inc.
INFORMATION REGARDING THE BOARD OF DIRECTOR'S MEETINGS AND COMMITTEES
The board of directors of VERITAS is responsible for the overall affairs of
the Company. To assist it in carrying out this responsibility, the board has
delegated certain authority to designated committees, the current membership and
duties of which are as follows:
<TABLE>
<CAPTION>
AUDIT COMMITTEE COMPENSATION COMMITTEE
--------------- ----------------------
<S> <C>
Joseph D. Rizzi Joseph D. Rizzi
Steven Brooks Steven Brooks
</TABLE>
AUDIT COMMITTEE. The audit committee satisfies itself as to the
independence and competence of our public accountants. It reviews with them and
with our internal accounting staff the scope and results of the independent
accountants' audit work, our annual financial statements and our internal
accounting and control systems. The audit committee also recommends to the board
the firm of independent public accountants to be selected to audit our accounts,
and makes further inquiries as it deems necessary or desirable to inform itself
as to the conduct of our affairs. The audit committee was established in October
1993 and met twice during 1998.
COMPENSATION COMMITTEE. The compensation committee reviews and makes
recommendations to the board regarding the compensation for officers and
compensation guidelines for employees of VERITAS. The compensation committee met
once during fiscal 1998.
The board does not have a nominating committee or a committee performing
similar functions. The board met six times, including telephone conference
meetings, during fiscal 1998. No director, other than Mr. Pieper and Mr. Rizzi,
attended fewer than 75% of the aggregate of the total number of meetings of the
board (held during the time period for which he was a director) and the total
number of meetings held by all committees of the board on which he served
(during the period that he served).
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION
OF EACH OF THE NOMINATED DIRECTORS
5
<PAGE> 9
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company's board of directors has selected Ernst & Young LLP as
independent public accountants to perform the audit of our financial statements
for the year ending December 31, 1999 and the stockholders are being asked to
ratify such selection. One or more representatives of Ernst & Young LLP will be
present at the annual meeting, and will have the opportunity to make a statement
and to respond to appropriate questions.
THE BOARD RECOMMENDS A VOTE
FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of June 1, 1999,
with respect to the beneficial ownership of VERITAS common stock by (i) each
stockholder known by VERITAS to be the beneficial owner of more than 5% of our
common stock, (ii) each executive officer named in the Summary Compensation
Table below (the "Named Officers"), (iii) each director and nominee, and (iv)
all current executive officers and directors as a group.
The share numbers in the table below have not been adjusted to reflect our
two-for-one stock split payable as a stock dividend on July 8, 1999 to
stockholders of record on June 18, 1999.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP PERCENT OF CLASS
------------------------------------ ---------- ----------------
<S> <C> <C>
Seagate Software, Inc....................................... 34,000,000 40.45%
Seagate Technology, Inc..................................... 34,000,000 40.45%
Stephen J. Luczo............................................ 34,000,000 40.45%
Gregory B. Kerfoot.......................................... 34,000,000 40.45%
Janus Capital Corporation................................... 5,408,400 6.43%
100 Fillmore Street, Suite 300
Denver, CO 80205
William H. Janeway.......................................... 2,461,795 2.93%
E.M. Warburg, Pincus & Co., LLC............................. 2,408,795 2.87%
Warburg, Pincus & Co........................................ 2,408,795 2.87%
Warburg, Pincus Investors, L.P.............................. 2,223,154 2.64%
Mark Leslie................................................. 1,039,103 1.23%
Geoffrey Squire............................................. 439,364 Less than 1%
Fred van den Bosch.......................................... 339,752 Less than 1%
Joseph Rizzi................................................ 120,051 Less than 1%
Paul Sallaberry............................................. 119,638 Less than 1%
Terence Cunningham.......................................... 70,513 Less than 1%
Kenneth Lonchar............................................. 64,447 Less than 1%
Steven Brooks............................................... 38,377 Less than 1%
All current executive officers and directors as a group (16
persons).................................................. 38,934,768 45.61%
</TABLE>
Based upon information supplied by officers, directors and principal
stockholders, beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission. To our knowledge, the persons named in
the table have sole voting and investment power with respect to all shares shown
as beneficially owned by them subject to community property laws where
applicable, unless we indicate otherwise below. We have included in each
person's beneficial ownership that person's options to purchase common stock
that he or she can exercise within 60 days after June 1, 1999. However, we have
not included any other person's options for the purpose of computing percentage
ownership.
6
<PAGE> 10
In connection with the acquisition by the Company of the Seagate Software
Network & Storage Management Group business on May 28, 1999, the Company
estimates that 580,841 shares will be issued to Seagate Software in addition to
the 34,000,000 it held of record on June 1, 1999.
Unless otherwise noted, each holder has an address of c/o VERITAS Software
Corporation, 1600 Plymouth Street, Mountain View, CA 94043.
Seagate Software is a majority-owned subsidiary of Seagate Technology. Mr.
Luczo, a director of VERITAS, is President, Chief Executive Officer and a member
of the Board of Directors of Seagate Technology and Chairman of the Board of
Directors of Seagate Software. Mr. Kerfoot, a director of VERITAS, is the Chief
Strategic Officer of Seagate Software. As such, Mr. Luczo and Mr. Kerfoot may be
deemed to have an indirect pecuniary interest within the meaning of Rule 16a-1
under the Exchange Act in an indeterminate portion of the shares beneficially
owned by Seagate Software. Mr. Luczo and Mr. Kerfoot each disclaim beneficial
ownership of these shares for the purposes of Section 16 of the Securities
Exchange Act of 1934 or otherwise. Seagate Technology may be deemed to
beneficially own the shares held by Seagate Software.
The business address of Mr. Kerfoot and Seagate Software is 915 Disc Drive,
Scotts Valley, CA 95066. The business address of Mr. Luczo and Seagate
Technology is 920 Disc Drive, Scotts Valley, CA 95067.
Janus Capital Corporation, an institutional investment manager, holds
shares, on behalf of various client accounts, and shares voting power and holds
sole dispositive power. This information is as of June 10, 1999.
Warburg, Pincus consists of (a) Warburg, Pincus Investors, L.P., a Delaware
limited partnership, or WPI, (b) Warburg, Pincus & Co., a New York general
partnership, or WP, and (c) E.M. Warburg, Pincus & Co., LLC, a New York limited
liability company or EMW LLC, which manages WPI. WP, as the sole general partner
of WPI, has a 20% interest in the profits of WPI. Lionel I. Pincus is the
managing partner of WP and the managing member of EMW LLC and may be deemed to
control both WP and EMW LLC. The members of EMW LLC are substantially the same
as the partners of WP.
Mr. Janeway, a director of VERITAS, is a managing director and member of
EMW LLC and a general partner of WP. As such, Mr. Janeway may be deemed to have
an indirect pecuniary interest within the meaning of Rule 16a-1 under the
Securities Exchange Act of 1934 in an indeterminate portion of the shares
beneficially owned by Warburg, Pincus. Mr. Janeway disclaims beneficial
ownership of those shares for the purposes of Section 16 of the Act or
otherwise.
The business address of Mr. Janeway and of each Warburg, Pincus entity is
446 Lexington Avenue, New York, NY 10017.
As of June 1, 1999, Mr. Cunningham was entitled to exchange his options to
purchase Seagate Software common stock for options to purchase up to 70,513
shares of VERITAS common stock exercisable within 60 days.
Of the shares subject to options held by all proposed executive officers
and directors as a group, 70,513 represent shares that may be issued upon
exercise of options to purchase VERITAS common stock, exercisable within 60 days
that may be issued to holders of options to purchase Seagate Software common
stock.
7
<PAGE> 11
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by or
paid for services rendered to VERITAS in all capacities during 1996, 1997 and
1998 by VERITAS' Chief Executive Officer and VERITAS' four other most highly
compensated executive officers. This information includes the dollar value of
base salaries, commissions and bonus awards, the number of shares subject to
stock options granted and certain other compensation, whether paid or deferred.
VERITAS does not grant SARs and has no long-term compensation benefits other
than stock options.
The share numbers in the table below have not been adjusted to reflect our
two-for-one stock split payable as a stock dividend on July 8, 1999 to
stockholders of record on June 18, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION ------------
--------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPLE POSITION YEAR SALARY BONUS COMPENSATION OPTIONS
--------------------------- ---- ----------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Mark Leslie...................... 1998 $300,000.00 $398,765 $1,200 123,750
President, 1997 250,000.00 326,400 1,200 191,248
Chief Executive Officer 1996 230,000.00 170,000 0 168,750
Geoffrey W. Squire............... 1998 240,212.94 236,867 0 41,250
Executive Vice President 1997 169,689.00 208,875 18,444 0
1996 0 0 0 0
Paul A. Sallaberry............... 1998 300,349.96 99,691 1,200 37,500
Senior Vice President, 1997 284,170.00 58,485 1,200 78,748
Worldwide Sales 1996 0 0 0 0
Fred van den Bosch............... 1998 220,000.00 219,321 1,200 82,500
Executive Vice President 1997 160,000.00 140,598 1,200 112,498
of Engineering 1996 145,000.00 78,082 0 50,625
Kenneth Lonchar.................. 1998 191,200.00 179,444 0 22,500
Chief Financial Officer 1997 114,667.00 133,680 0 22,498
Sr. Vice President, Finance 1996 0 0 0 0
</TABLE>
Portions of bonuses for services rendered in fiscal year 1996, 1997 and
1998 were each paid in the following year. Share data has been restated to give
retroactive effect to a 3-for-2 stock split in the form of a stock dividend
effected on May 20, 1998. Mr. Lonchar, Mr. Sallaberry and Mr. Squire joined
VERITAS in April 1997 when VERITAS merged with OpenVision Technologies, Inc. The
compensation amounts include sales commissions paid to Mr. Sallaberry by us in
the amount of $118,965 in 1997 and $170,837 in 1998.
8
<PAGE> 12
The following table sets forth further information regarding the individual
grants of stock options pursuant to our stock option plans during fiscal 1998 to
each of the Named Officers. The table illustrates the hypothetical gains or
"option spreads" that would exist for the options at the end of the ten-year
term based on assumed annualized rates of compound stock price appreciation of
5% and 10% from the dates the options were granted to the end of the term. The
5% and 10% assumed rates of annual compound stock price appreciation are
mandated by rules of the Securities and Exchange Commission and do not represent
our estimate or projection of future common stock prices. Actual gains, if any,
on option exercises will depend on the future performance of our common stock
and overall market conditions. The potential realizable values shown in this
table may never be achieved.
The share numbers in the table below have not been adjusted to reflect our
two-for-one stock split payable as a stock dividend on July 8, 1999 to
stockholders of record on June 18, 1999.
STOCK OPTION GRANTS IN 1998
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE VALUE
NUMBER OF OPTIONS AT ASSUMED ANNUAL RATES
SECURITIES GRANTED OF STOCK PRICE APPRECIATION
UNDERLYING TO EMPLOYEES EXERCISE OR FOR OPTION TERM
OPTIONS IN FISCAL BASE PRICE EXPIRATION ----------------------------
NAME GRANTED YEAR ($/SH) DATE 5% 10%
---- ---------- ------------ ----------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Mark Leslie.......... 123,750 5.4 39.17 4/14/08 $3,048,176 $7,724,677
Geoffrey W. Squire... 41,250 1.8 39.17 4/14/08 1,016,059 2,574,892
Fred van den Bosch... 82,500 3.6 39.17 4/14/08 2,032,117 5,149,785
Kenneth Lonchar...... 22,500 1.0 39.17 4/14/08 554,214 1,404,487
Paul A. Sallaberry... 37,500 1.6 39.17 4/14/08 923,690 2,340,811
</TABLE>
The exercise price of all stock options was equal to the fair market value
of our common stock on the date of grant. Stock options vest over four years at
the rate of 1/48 per month, such vesting to accelerate in the event of an
acquisition or merger. The options were granted for a term of ten years, subject
to earlier termination upon termination of employment.
The following table sets forth certain information concerning the exercise
of stock options during 1998 by each of the Named Officers, including the
aggregate amount of gains on the date of exercise. In addition, the table
includes the number of shares covered by both vested and unvested stock options
held on December 31, 1998 by each of the Named Officers. Also reported are
values for "in the money" stock options that represent the positive spread
between the respective exercise prices of outstanding stock options and the fair
market value of our common stock as of December 31, 1998. The fair market value
is determined by the closing price of our common stock on December 31, 1998,
which was $59.94 per share.
The share numbers in the table below have not been adjusted to reflect our
two-for-one stock split payable as a stock dividend on July 8, 1999 to
stockholders of record on June 18, 1999.
AGGREGATED OPTION EXERCISES IN FISCAL 1998 AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR- IN-THE-MONEY OPTIONS
SHARES END AT FISCAL YEAR-END
ACQUIRED ON VALUE ----------------------- ------------------------
NAME EXERCISE REALIZED VESTED UNVESTED VESTED UNVESTED
---- ----------- -------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Mark Leslie.......... 29,999 $ 940,623 378,751 337,499 19,043,997 12,459,417
Geoffrey W. Squire... 86,400 1,948,165 106,895 159,355 5,094,057 6,791,675
Fred van den Bosch... 0 0 290,801 181,312 15,290,591 6,194,667
Kenneth Lonchar...... 13,706 667,551 11,895 41,537 413,934 1,330,341
Paul A. Sallaberry... 44,999 1,710,374 83,617 138,661 3,634,233 5,306,142
</TABLE>
9
<PAGE> 13
The value realized for option exercises is the aggregate fair market value
of our common stock on the date of exercise less the exercise price. The
valuations shown above for unexercised in-the-money options are based on the
difference between the option exercise price and the fair market value of the
stock on December 31, 1998. These values have not been, and may never be,
realized.
COMPENSATION OF DIRECTORS
How Board Members are Compensated
Non-employee directors of VERITAS receive a specified number of stock
options under the VERITAS 1993 Directors' Stock Option Plan. None of the members
of our board of directors has received or will receive any fees for attending
board or board committee meetings, other than reimbursement of actual expenses
they incur to attend meetings.
Grant of Options to Directors
The VERITAS 1993 Directors' Stock Option Plan provides that each
non-employee director who is first elected or reelected to the board, is granted
an option to purchase 54,000 shares of our common stock on the later to occur of
(1) the date he or she is first elected or reelected to the board or (2) the
date his or her most recent prior option becomes fully vested as to all shares.
Each non-employee director will receive a succeeding grant of an option to
purchase 13,500 shares of our common stock each year on the anniversary date of
the most recent prior option granted to him or her provided the individual is
still a member of the board. A non-employee director shall not receive a
succeeding grant earlier than the first anniversary of his or her initial grant.
Exercisability of Options
Options granted under the VERITAS 1993 Directors' Stock Option Plan are
immediately exercisable. Once exercised, VERITAS will have a right to repurchase
unvested shares. This repurchase right lapses as the shares vest. Initial grants
vest as to 3,375, and succeeding grants vest as to 844, of the shares on the
last day of each calendar quarter, provided that the non-employee director
attends at least one board meeting during the quarter. If the non-employee
director attends a meeting that occurs prior to the date the option was granted,
he or she will not receive vesting credit with respect to that particular option
as a result of attending the meeting.
Terms of Options
Options have a ten-year term and will fully vest as to any shares that
remain unvested on the day immediately preceding the tenth anniversary of the
date the option is granted. Options cease vesting but remain exercisable if the
non-employee director ceases to be a member of the board, so long as he or she
continues to provide services to VERITAS as consultant.
Effect of Mergers, Consolidations, Dissolutions or Liquidations
In the event of a merger, consolidation, dissolution or liquidation of
VERITAS, the sale of substantially all of the assets of VERITAS or any other
similar corporate transaction, the vesting of all options granted pursuant to
the VERITAS 1993 Directors' Stock Option Plan will accelerate and the options
will become exercisable in full and will terminate in accordance with
termination provisions of the plan.
Number of Shares Reserved for Issuance under the Plan
An aggregate of 562,500 shares of our common stock is reserved for issuance
under the VERITAS 1993 Directors' Stock Option Plan. In the event that any
outstanding option under the plan expires or terminates for any reason, the
shares of common stock allocable to the unexercised portion of the option shall
be available
10
<PAGE> 14
again for the grant. As of June 1, 1999, options to purchase 207,969 shares were
outstanding, 52,750 had been exercised and 301,781 shares were eligible for
future grant.
Amendment to the Plan
On April 15, 1999, the VERITAS board of directors approved an amendment to
the VERITAS 1993 Directors' Stock Option Plan to provide that, if the number of
outstanding shares of common stock is changed as a result of a stock dividend,
stock split, reverse stock split, combination or other similar capital change,
the board of directors will have discretion to determine whether the number of
shares available under the plan, the maximum number of shares that can be
granted to a director, the number of shares subject to outstanding options or
the other terms of such outstanding options, will be adjusted to reflect the
capital change.
11
<PAGE> 15
REPORT ON EXECUTIVE COMPENSATION
The VERITAS compensation committee, with input from our chief executive
officer, makes all decisions involving the cash and stock compensation of the
executive officers of VERITAS. During 1998, the compensation committee consisted
of the following non-employee directors: Joseph Rizzi, Roel Pieper and Bill
Janeway, none of whom have any interlocking relationships as defined by the
Securities and Exchange Commission.
General Compensation Policy. The compensation committee acts on behalf of
the board to establish the general compensation policy of VERITAS for all
employees of VERITAS. The compensation committee typically reviews and sets base
salary levels and target bonuses for our chief executive officer and other
executive officers and reviews compensation guidelines for employees of VERITAS
at or about the beginning of each year. The compensation committee administers
the executive compensation plan as well as the VERITAS 1993 Equity Incentive
Plan, the 1996 Former OpenVision Employee Stock Purchase Plan and the VERITAS
1993 Employee Stock Purchase Plan.
VERITAS' philosophy in compensating executive officers, including our chief
executive officer, is to relate compensation to corporate financial performance.
Thus, VERITAS' compensation policy, which applies to executives and certain
other management employees of VERITAS, relates a portion of each individual's
total compensation to VERITAS financial objectives set forth at the beginning of
VERITAS' fiscal year. Long-term equity incentives for executive officers are
effected through the granting of stock options under the equity incentive plan.
Stock options generally have value for the executive only if the price of
VERITAS common stock increases above the fair market value on the grant date and
the executive remains in VERITAS' employ for the period required for the shares
to vest.
The base salaries of the executive officers are determined in part by the
compensation committee reviewing certain executive compensation surveys and
other independent information sources as they are available, such as the
Aon/Radford Associates Executive Compensation Survey. This survey is nationally
known for its database of high technology company compensation practices. In
addition, the compensation committee members' knowledge of the prevailing
competitive salaries in the computer software industry for similar positions is
used in setting compensation levels. Practices of such companies with respect to
their stock option grants were also reviewed and compared. The compensation
committee attempted to target total cash compensation at approximately the 75th
percentile of the survey companies.
In preparing the performance graph for this proxy statement, VERITAS used
the H & Q Index as its published line of business index, as VERITAS believes
that the H & Q Index is a good indication of stock price performance with
respect to VERITAS' industry. VERITAS believes that the data contained in the
compensation surveys described in the foregoing paragraph, which includes
certain companies on the H & Q Index, is a good benchmark with respect to
executive compensation practices in VERITAS' industry.
Base Compensation. The foregoing information was presented to the
compensation committee in December 1997. The compensation committee reviewed the
recommendations and performance and market data outlined above and established a
base salary level to be effective January 1, 1998 for each executive officer,
including our chief executive officer. The base salaries were targeted at or
below the 75th percentile for similar sized companies in the high technology
industry for all the executive officers including our chief executive officer.
Incentive Compensation. Under the executive incentive plan, cash bonuses
were awarded to an executive officer in the form of a profit bonus.
The profit bonus paid to executives is dependent on the net income
specified in VERITAS' operating plan. A net income achievement below 90% of the
plan would not earn any profit bonus for the executive officer while a net
income achievement of 90% would entitle the executive officer to 50% of their
bonus. Achievement of 100% of the net income would entitle the executive officer
to 100% of the profit bonus. At a net income of 110% of plan, 150% of the profit
bonus would be earned. At a net income of 120% of the plan, 250% of the profit
bonus would be earned. The maximum profit bonus an executive can earn is equal
to 250% of their profit bonus. In the event that the compensation committee
approves a mid-year update of VERITAS'
12
<PAGE> 16
operating plan, then the annual net income objective would be the sum of the
first two quarters as specified in the original operating plan, and the second
two quarters as specified in the mid-year update. The profit bonuses described
in the plan are subject to compensation committee review, which has the full
authority to modify such bonuses at its discretion.
Stock Options. In 1998, stock options were granted to executive officers to
aid in the retention of such officers as employees of VERITAS and to align their
interest with those of the stockholders. Stock options typically have been
granted to executive officers when the executive first joins VERITAS, in
connection with a significant change in responsibilities and, occasionally, to
achieve equity with peers. Stock option positions of executives are reviewed
annually relative to their retention value and additional shares may be granted
to executives by the compensation committee. The compensation committee may,
however, grant additional stock options to executives for other reasons. The
number of shares subject to each stock option granted is based on anticipated
future contribution and ability to impact corporate and/or business unit
results, past performance or consistency within the executive's peer group. In
1998, the compensation committee considered these factors, as well as the number
of options held by such executive officers as of the date of the grant that
remained unvested. The compensation committee has discretion to grant executive
officers stock options to provide greater incentives to continue their
employment with VERITAS and to strive to increase the value of the VERITAS
common stock under the 1993 Equity Incentive Plan, which was adopted in October
1993 to offer eligible persons an opportunity to participate in VERITAS' future
performance through awards of stock options, restricted stock and stock bonuses.
The stock options generally vest over a four-year period and are granted with an
exercise price equal to the fair market value of the VERITAS common stock on the
date of grant.
For 1999, the compensation committee granted future options under the
equity incentive plan to executive officers based on the factors described
above, with particular attention to VERITAS' financial objectives and to the
number of options currently held by each executive officer that remain unvested.
VERITAS' objectives, which are considered by VERITAS to be confidential business
information, do not necessarily have an immediate or direct effect on the
trading price of the VERITAS common stock.
VERITAS Performance and CEO Compensation. For fiscal 1998, after review of
VERITAS' profit performance, which was 14.9% above operating plan, as measured
against its objectives, the compensation committee determined that Mr. Leslie
should be awarded a profit bonus of 132.92% of base salary, or 199.38% of the
target award, in the amount of $398,765. Mr. Leslie was granted a stock option
to purchase 123,750 shares of VERITAS common stock on April 14, 1998. Such stock
option grant began vesting June 19, 1998, and vests monthly over a four-year
period. In granting the stock options to Mr. Leslie, the board reviewed Mr.
Leslie's prior outstanding option grants and the number of options that remained
unvested. The VERITAS board believed that these grants were appropriate to
provide Mr. Leslie with proper incentives for 1999 and take into account his
prior stock holdings.
Compliance with Section 162(m) of the Internal Revenue Code of 1986.
VERITAS intends to comply with the requirements of Section 162(m) of the Code
for 1998. The VERITAS equity incentive plan is currently in compliance with
Section 162(m) by virtue of the inclusion of a limitation on the number of
shares that an executive officer may receive under the VERITAS equity incentive
plan. VERITAS does not expect cash compensation for 1998 to be affected by the
requirements of Section 162(m).
Summary. We, the members of the VERITAS board and the VERITAS compensation
committee, believe that VERITAS' compensation programs are successful in
attracting and retaining qualified employees and in tying compensation directly
to performance for stockholders and service to customers. We will continue to
monitor closely the effectiveness and appropriateness of each of the components
of compensation to reflect changes in VERITAS' business environment.
COMPENSATION COMMITTEE
Joseph D. Rizzi
Roel Pieper
Bill Janeway
13
<PAGE> 17
COMPANY STOCK PRICE PERFORMANCE
The stock price performance graph below is required by the SEC and shall
not be deemed to be incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended, or under the Securities Exchange Act of
1934, as amended, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
soliciting material or filed under such Acts.
The graph below compares the cumulative total stockholder return on the
common stock of VERITAS from December 9, 1993 (the effective date of the
registration statement of VERITAS Software Corporation (our predecessor) with
respect to its initial public offering) to December 31, 1998 with the cumulative
total return of the S&P 500 Index and the Hambrecht & Quist Technology Index
over the same period (assuming the investment of $100 in the common stock of
VERITAS and in each of the other indices on December 9, 1993 and reinvestment of
all dividends).
The comparisons in the graph below are based on historical data and are not
intended to forecast the possible future performance of our common stock.
<TABLE>
<CAPTION>
VERITAS SOFTWARE HAMBRECHT & QUIST
CORPORATION S & P 500 TECHNOLOGY
---------------- --------- -----------------
<S> <C> <C> <C>
12/93 100 100 100
12/94 101 101 120
12/95 441 139 180
12/96 865 171 223
12/97 1330 229 262
12/98 2345 294 407
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From January 1, 1998 to the present, there have not been any and there are
currently no proposed transactions in which the amount involved exceeded $60,000
to which we or any of our subsidiaries were or are to be a party and in which
any executive officer, director, 5% beneficial owner of our common stock or
member of the immediate family of them had or will have a direct or indirect
material interest and there are no business relationships between us and any
entity, of which a director of VERITAS is an executive officer or of which a
director of VERITAS owns equity interest in excess of 10%, involving payments
for property or services in excess of five percent of our consolidated gross
revenues for 1998, except as already reported, as set forth above under
"-- Directors and Nominees for Director" and "-- Executive Compensation," and as
described below.
On May 28, 1999, the Company acquired the Network & Storage Management
Group business of Seagate Software, Inc. As a result of this transaction,
Seagate Software owns approximately 40% of the
14
<PAGE> 18
outstanding common stock of the Company and Stephen J. Luczo who is a director
of the Company, is chairman of the board of directors of Seagate Software and
President, Chief Executive Officer and member of the board of directors of
Seagate Technology, Inc. To implement the transaction, VERITAS entered into the
agreements described below with Seagate Software and its parent, Seagate
Technology.
VERITAS, VERITAS Operating Corporation and Seagate Software entered into a
Stockholder Agreement on May 28, 1999 that gives Seagate Software the right to
(1) nominate up to two members of the VERITAS board, (2) sell up to 2,000,000
shares of VERITAS common stock in each of the first three full quarters after
May 28, 1999 and up to 3,000,000 shares of VERITAS common stock in the fourth
full quarter after May 28, 1999 and the right to require VERITAS to register up
to 6,000,000 shares of VERITAS common stock during the first four full quarters
after May 28, 1999, and (3) for five years maintain its ownership percentage if
VERITAS issues stock to third parties in certain transactions. Pursuant to the
board nomination rights of Seagate Software, Terence Cunningham and Gregory
Kerfoot are members of the VERITAS board of directors in addition to Stephen J.
Luczo.
VERITAS and Seagate Software entered into a registration rights agreement
on May 28, 1999 that gives Seagate Software the right to require, once in any
nine-month period, VERITAS to register for public resale the VERITAS stock owned
by Seagate Software.
VERITAS, VERITAS Operating Corporation and Seagate Software Information
Management Group, Inc., a subsidiary of Seagate Software, entered into a
three-year Cross-License and OEM Agreement on October 5, 1999 and, on April 16,
1999, amended the agreement. VERITAS, VERITAS Operating Corporation and Seagate
Technology entered into a ten-year Development and License Agreement on October
5, 1999. These agreements provide for the development and/or licensing of
certain products among the parties and restrictions on the parties' ability to
compete with each other or to enter into relationships with competitors of the
other party. The royalty fees under these agreements, if any, are to be
determined at a later date.
VERITAS, VERITAS Operating Corporation, Seagate Technology and Seagate
Software entered into a Transition Services and Facilities Use Agreement on May
28, 1999. This agreement sets forth the terms by which VERITAS, Seagate
Technology and Seagate Software will continue to share certain facilities and
services. The term and payment for the services which VERITAS is receiving are
as follows: (1) $56,500.00 per month for the cost of transitional warehousing,
distribution, billing and collection services from Seagate Technology
Netherlands, the Netherlands division of Seagate Technology International, a
Cayman Islands corporation and wholly owned subsidiary of Seagate Technology,
which VERITAS expects to cease using within twelve months; (2) $6,300.00 per
month for the cost of information technology services from Seagate Software,
which VERITAS expects to cease using by February 2000; and (3) for various
shared facilities, between $775.00 to $1375.00 per employee per month for shared
facilities in Singapore, Australia and Hong Kong, which facilities VERITAS
expects to vacate no later than September 1999, 2,439,423 yen per month for a
shared facility in Japan, which VERITAS expects to vacate no later than February
2000, and $15,500.00 per month for a shared facility in France, which VERITAS
expects to vacate no later than September 2003. The term and payment for the
services which VERITAS is providing are as follows: $32,100.00 per month for
shared facilities in Florida, California and South Africa, which facilities
VERITAS expects to be vacated by Seagate Software no later than March 2000.
STOCKHOLDER PROPOSALS
We have not been notified by any stockholder of his or her intent to
present a stockholder proposal at this year's annual meeting.
Proposals of stockholders intended to be presented by such stockholder at
our 2000 annual meeting and included in the proxy statement relating to that
meeting must be received by the Secretary of VERITAS at our principal executive
offices no later than March 24, 2000 in order to be included in the our proxy
statement and form of proxy relating to the meeting.
15
<PAGE> 19
With respect to a stockholder proposal that is not intended to be included
in the proxy statement for next year's meeting, if the Company's Secretary does
not receive notice of such stockholder proposal by June 7, 2000, stockholders'
proxies may confer discretionary voting authority onto the Company to vote
proxies in the discretion of the proxy holders on that proposal even if it is
not specifically reflected on the proxy card and stockholders have not had an
opportunity to vote on it by proxy.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
In accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended, and the regulations of the Securities and Exchange Commission, the
VERITAS' directors, certain officers, and greater than 10% stockholders are
required to file reports of ownership and changes in ownership with the SEC and
the Nasdaq National Market and to furnish VERITAS with copies of all such
reports they file.
Based solely on its review of the copies of such forms furnished to us and
written representations from certain reporting persons, we are unaware of any
failures during fiscal 1998 to file Forms 3, 4 or 5 and any failures to file
such forms in a timely basis.
ADDITIONAL INFORMATION
The Company's annual report on Form 10-K is being mailed to stockholders
with this proxy statement.
OTHER MATTERS
The board of directors does not presently intend to bring any other
business before the annual meeting, and so far as is known to the board, no
matters are to be acted upon at the annual meeting other than the matters
described above. However, if any other matter should properly come before the
annual meeting, the proxy holders named in the enclosed proxy will vote the
shares for which they hold proxies in their discretion.
Dated: June 25, 1999 By order of the board of directors
LOGO
Mark Leslie
Chief Executive Officer and Chairman
of the Board
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO
THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
16
<PAGE> 20
VERITAS SOFTWARE CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
July 22, 1999
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF VERITAS SOFTWARE CORPORATION.
The undersigned hereby appoints Mark Leslie and Kenneth E. Lonchar, or
either of them, each with full power of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of VERITAS Software
Corporation to be held at 8:30 a.m. PDT on Thursday, July 22,
1999 at VERITAS' headquarters located at 1600 Plymouth Street, Mountain
View, California, 94043 and at any adjournments or postponements thereof, and to
vote the number of shares the undersigned would be entitled to vote if
personally present at the meeting on the following matters:
1. ELECTION OF DIRECTORS.
[ ] FOR all nominees listed below [ ] WITHHOLDING AUTHORITY
(except as indicated to the contrary to vote for all nominees
below) listed below
Nominees: Mark Leslie, Geoffrey W. Squire and Gregory Kerfoot
Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below:
----------------------------------------------------------------------------
2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. THE TRANSACTION OF SUCH BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT OR POSTPONEMENTS OF THE MEETING
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE THREE
NOMINEES AND FOR PROPOSAL 2.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. WHEN NO
CHOICE IS INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE THREE
NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
In their discretion, the proxy holders are authorized to vote upon such other
business as may properly
<PAGE> 21
come before the meeting or any adjournments or postponements thereof to the
extent authorized by Rule 14a-4(c) promulgated under the Securities Exchange Act
of 1934, as amended.
Dated: , 1999
---------------
- -------------------------------------
(Print Stockholder's Name)
- -------------------------------------
(Signature of Stockholder or Authorized Signature)
Please sign exactly as your name(s) appear(s) on your stock
certificate. If shares of stock stand of record in the names of two or more
persons or in the name of husband and wife, whether as joint tenants or
otherwise, both or all of such persons should sign the proxy. If shares of stock
are held of record by a corporation, the proxy should be executed by the
president or vice president and the secretary or assistant secretary. Executors,
administrators or other fiduciaries who execute the above proxy for a deceased
shareholder should give their full title. Please date the proxy.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED
TO COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
