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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) June 15, 1999
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VERITAS SOFTWARE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 000-26247 77-0507675
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1600 Plymouth St.
Mountain View, California 94043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 335-8000
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Item 5: Other Events
Adoption of Stockholder Rights Plan.
On June 15, 1999, the Board of Directors of VERITAS Software
Corporation (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, par value $0.001
per share (the "Common Shares"), of the Company. The dividend is payable to
stockholders of record on June 25, 1999 (the "Record Date"). In addition, one
Right shall be issued with each Common Share that becomes outstanding (i)
between the Record Date and the earliest of the Distribution Date, the
Redemption Date and the Final Expiration Date (as such terms are defined in the
Rights Agreement) or (ii) following the Distribution Date and prior to the
Redemption Date or Final Expiration Date, pursuant to the exercise of stock
options or under any employee plan or arrangement or upon the exercise,
conversion or exchange of other securities of the Company, which options or
securities were outstanding prior to the Distribution Date. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series A Junior Participating Preferred Stock, par value $0.001 per share
(the "Preferred Shares"), of the Company, at a price of $550.00, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent. A summary of the Rights and
Rights Agreement is included as Exhibit C to the Rights Agreement, which is
included as Exhibit 4.1 hereto.
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Item 7: Financial Statements and Exhibits.
(c) Exhibits
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<S> <C>
4.1 Rights Agreement dated June 16, 1999 between the
Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, which includes as Exhibit
A the form of Certificate of Designations of Series
A Junior Participating Preferred Stock, as Exhibit
B the Form of Rights Certificate and as Exhibit C
the Summary of Rights to Purchase Preferred Shares
(incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on June
24, 1999).
99.1 Press release of the Company dated June 18, 1999.
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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.
Dated: June 24, 1999
VERITAS SOFTWARE CORPORATION
By: /s/ Jay A. Jones
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Jay A. Jones
Senior Vice President, Chief
Administrative Officer & Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
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99.1 Press release of the Company dated June 18, 1999.
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EXHIBIT 99.1
NEWS
[LOGO]
VERITAS Software
1600 Plymouth Street
Mountain View, CA 94043
650.335.8000
FOR IMMEDIATE RELEASE
VERITAS SOFTWARE CORPORATION ADOPTS STOCKHOLDER RIGHTS PLAN
MOUNTAIN VIEW, CALIF., JUNE 18, 1999 - VERITAS(R) Software Corporation
(NASDAQ:VRTS), the industry's leading enterprise-class application storage
management software provider, today announced that its Board of Directors has
adopted a stockholder rights plan designed to protect the long-term value of the
company for its stockholders during any future unsolicited acquisition attempt.
This Plan replaces the Stockholder Rights Plan adopted by VERITAS in October of
last year.
In connection with the plan, the Board declared a dividend of one
preferred share purchase right for each share of VERITAS common stock
outstanding on June 25, 1999 (the "Record Date") and further directed the
issuance of one such right with respect to each share of VERITAS common stock
that is issued after the Record Date, except in certain circumstances. The
rights will expire on June 16, 2009.
The rights are initially attached to VERITAS stock and will not trade
separately. If a person or a group (an "Acquiring Person") acquires 15 percent
or more of VERITAS stock, or announces an intention to make a tender offer for
VERITAS stock the consummation of which would result in a person or group
becoming an Acquiring Person, then the rights will be distributed (the
"Distribution Date") and will thereafter trade separately from the stock.
Seagate Software, Inc., Seagate Technology, Inc. and their subsidiaries are
deemed not to be an Acquiring Person as a result of Seagate's acquisition of
VERITAS stock in the recently-closed acquisition by VERITAS of
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Seagate's network storage management business unless Seagate subsequently
increases its ownership of VERITAS stock by 1% or more.
After distribution, each right may be exercised for 1/100th of a share
of VERITAS Series A Junior Participating Preferred Stock at an exercise price of
$550.00 per share. The preferred stock has been structured so that the value of
1/100th of a share of preferred stock will approximate the value of one share of
VERITAS common stock.
Upon a person becoming an Acquiring Person, holders of the rights (other
than an Acquiring Person) will have the right to acquire shares of VERITAS stock
at a substantially discounted price.
Additionally, if a person becomes an Acquiring Person and VERITAS is
acquired in a merger or other business combination, or 50 percent or more of its
assets are sold in a transaction with an Acquiring Person, the holders of rights
(other than an Acquiring Person) will have the right to receive shares of the
acquiring corporation's stock at a substantially discounted price.
After a person has become an Acquiring Person, the VERITAS Board may, at
its option, exchange each outstanding right (other than those held by an
Acquiring Person) for one share of VERITAS common stock.
The Board may redeem outstanding rights at any time prior to a person
becoming an Acquiring Person, at a price of $0.001 per right. Prior to such
time, the terms of the rights may be amended by the Board.
ABOUT VERITAS SOFTWARE
For enterprise customers who demand the continuous availability of business
critical information, VERITAS Software Corporation (Nasdaq:VRTS), the industry's
leading enterprise-class application storage management software provider,
ensures information availability from business-critical applications by
delivering integrated, cross-platform storage management software solutions. The
Company's products enable Business Without Interruption(TM) and are designed to
protect, access and manage business-critical application information. VERITAS
Software products are delivered through a global end user sales force and a
worldwide network of enterprise VARs, resellers and OEM partners. The Company's
corporate headquarters is located at 1600 Plymouth Street, Mountain View, CA
94043. Telephone: (650) 335-8000. Fax: (650) 335-8050. Email:
[email protected] WWW site: http://www.veritas.com.
FOR FURTHER INFORMATION CONTACT:
Ken Lonchar, Sr. VP and Chief Financial Officer, VERITAS Software, (650)
526-2501, [email protected].
-more-
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Marge Duncan, Director of Investor Relations, VERITAS Software, (650) 526-2508,
[email protected].
This press release includes estimates and forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and 21E of the Securities
Exchange Act of 1934. These forward-looking statements involve risks and
uncertainties, including the unpredictability of acquisitions, if any, and how
the shareholder rights plan will be triggered, that could cause actual results
to differ materially from such forward-looking statements. For more information
regarding potential risks see the "Risk Factors" section of our most recent
reports on Form 10-K and Form 10-Q on file with the SEC.
VERITAS is a registered trademark of VERITAS Software Corporation in the US and
other countries. The VERITAS logo and "Business without Interruption" are
trademarks of VERITAS Software Corporation in the US and other countries. Other
product names mentioned herein may be trademarks and/or registered trademarks of
their respective companies.
