<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1999
REGISTRATION NO. 333-76531
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VERITAS HOLDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7372 77-0507675
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
1600 PLYMOUTH STREET, MOUNTAIN VIEW, CALIFORNIA 94043
(650) 335-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MARK LESLIE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
1600 PLYMOUTH STREET, MOUNTAIN VIEW, CALIFORNIA 94043
(650) 335-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
<TABLE>
<S> <C>
LARRY W. SONSINI, ESQ. GORDON K. DAVIDSON, ESQ.
JOHN T. SHERIDAN, ESQ. JACQUELINE A. DAUNT, ESQ.
JULIA REIGEL, ESQ. HORACE L. NASH, ESQ.
WILSON SONSINI GOODRICH & ROSATI JEFFREY R. VETTER, ESQ.
PROFESSIONAL CORPORATION FENWICK & WEST LLP
650 PAGE MILL ROAD TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94304 PALO ALTO, CALIFORNIA 94306
(650) 493-9300 (650) 494-0600
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable following the earlier to occur of the effective time of the
consummation of the NSMG combination or the TeleBackup combination as described
herein.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, please check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE AGGREGATE OFFERING AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE REGISTRATION FEE(16)
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock(1)...................... 50,436,614 shares not applicable $4,154,716,078(10) $1,155,011
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock(2)...................... 8,149,835 shares not applicable $ 204,560,859(11) $ 56,868
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock(3)...................... 3,366,797 shares not applicable $ 277,339,903(12) $ 77,100
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock(4)...................... 1,192,187 shares not applicable $ 98,206,404(13) $ 27,301
- -----------------------------------------------------------------------------------------------------------------------------
Options to Purchase
Common Stock(5).................... 12,708,819 options not applicable $ -- $ 0
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock(6)...................... 39,000,000 shares not applicable $ 22,811,000(14) $ 6,341
- -----------------------------------------------------------------------------------------------------------------------------
Options to Purchase
Common Stock(7).................... 5,500,000 options not applicable $ -- $ 0
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock(8)...................... 55,000 shares not applicable $ 82,500(15) $ 23
- -----------------------------------------------------------------------------------------------------------------------------
Options to Purchase
Common Stock(9).................... 55,000 options not applicable $ -- $ 0
- -----------------------------------------------------------------------------------------------------------------------------
18,263,819 options $ -- $ 0
Total....................... 102,200,433 shares $4,757,716,744 $1,322,644
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents (i) 48,111,033 shares of the Registrant's common stock which may
be issued to stockholders of VERITAS Software Corporation ("VERITAS") in
connection with the merger of VERITAS with and into a subsidiary of the
Registrant (the "Merger"), and (ii) 2,325,581 shares of the Registrant's
common stock which may be issued assuming all outstanding VERITAS
convertible notes are converted into VERITAS common stock.
(2) Represents shares of the Registrant's common stock which will be subject to
outstanding options under the VERITAS option plans to be assumed by the
Registrant upon the closing of the Merger.
(3) Represents shares reserved for issuance and not yet subject to options
under the VERITAS option plans referred to in footnote (2).
(4) Represents shares reserved for issuance pursuant to the VERITAS employee
stock purchase plans to be assumed by the Registrant upon the closing of
the Merger.
(5) Represents options to purchase shares of Registrant's common stock to be
issued in exchange for options outstanding or that may become outstanding
under the VERITAS option plans referred to in footnote (2) and the employee
stock purchase plans referred to in footnote (4).
(6) Represents the shares of the Registrant's common stock which may be issued
to Seagate Software, Inc. or Seagate Software option holders pursuant to
the combination described herein of VERITAS and the Network & Storage
Management Group business of Seagate Software, Inc. (the "NSMG
Combination"). For purposes of computing the filing fee, this number
assumes that no Seagate Software, Inc. option holders exchange their
options for options of the Registrant.
(7) Represents options to purchase shares of Registrant's common stock which
may be issued in exchange for options referred to in footnote (6).
(8) Represents shares of Registrant's common stock which may be issued to
holders of outstanding options of TeleBackup Systems Inc. which are to be
assumed by the Registrant in the merger of TeleBackup with and into a
subsidiary of the Registrant.
(9) Represents options to purchase Registrant's common stock which may be
issued to holders of outstanding options referred to in footnote (8).
(10) Pursuant to Rule 457(f)(1) and 457(c), the maximum aggregate offering price
is the product of (i) $82.375, the average of the high and low trading
prices of VERITAS common stock as reported on Nasdaq on April 13, 1999, and
(ii) up to 50,436,614 shares of VERITAS common stock to be cancelled in the
Merger.
(11) Pursuant to Rule 457(h)(1), the maximum aggregate offering price is the
product of (i) $25.10, the weighted average exercise price of the options
outstanding on April 13, 1999 under the plans referred to in footnote (2),
and (ii) up to 8,149,835 shares subject to outstanding options pursuant to
the plans referred to in footnote (2).
(12) Pursuant to Rule 457(c), the maximum aggregate offering price is the
product of (i) $82.375, the average of the high and low trading prices of
VERITAS common stock as reported on Nasdaq on April 13, 1999, and (ii)
3,366,797 shares referred to in footnote (3).
(13) Pursuant to Rule 457(c), the maximum aggregate offering price is the
product of (i) $82.375, the average of the high and low trading prices of
VERITAS common stock as reported on Nasdaq on April 13, 1999, and (ii)
1,192,187 shares subject to the VERITAS stock plan referred to in footnote
(4) above.
(14) Pursuant to Rule 457(f)(2), the maximum aggregate offering price is
$22,811,000, the book value of the six "contributed companies" being
acquired by the Registrant in the NSMG Combination.
(15) Pursuant to Rule 457(h)(1), the maximum aggregate offering price is the
product of (i) $1.50, the weighted average exercise price of the options
outstanding on April 13, 1999 under the plans referred to in footnote (8),
and (ii) up to an estimated 55,000 shares subject to outstanding options
pursuant to the plans referred to in footnote (8).
(16) Pursuant to Rule 457(b), $13,841.63 of the registration fee is offset by
the filing fee previously paid by VERITAS Software Corporation in
connection with the filing on November 13, 1998 of its preliminary proxy
materials on Schedule 14A.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
The following exhibits are filed herewith or incorporated by reference
herein:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
<S> <C>
2.01* Amended and Restated Agreement and Plan of Reorganization
among VERITAS Holding Corporation, VERITAS Software
Corporation, Seagate Technology, Inc., Seagate Software,
Inc. ("Seagate Software") and Seagate Software Network &
Storage Management Group (included as Appendix A to the
prospectus)
2.02* Amended and Restated Combination Agreement by and among
VERITAS and TeleBackup Systems Inc. ("TeleBackup") (included
as Appendix G to the prospectus)
3.01* Form of Registrant's Restated Certificate of Incorporation
(included as Appendix D to the prospectus)
3.02* Form of Registrant's Bylaws (included as Appendix E to the
prospectus)
4.01* Registration Rights Agreement between VERITAS and Warburg,
Pincus Investors, L.P. dated April 25, 1997 (incorporated by
reference to Exhibit 4.01 of VERITAS' Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997 (the "June
1997 Form 10-Q"))
4.02* Nomination Agreement between VERITAS and Warburg, Pincus
Investors, L.P. dated April 25, 1997 (incorporated by
reference to Exhibit 4.02 to the June 1997 Form 10-Q)
4.03* Indenture dated as of October 1, 1997 between VERITAS' and
State Street Bank and Trust Company of California, N.A.
(incorporated by reference to Exhibit 4.06 of VERITAS'
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 (the "September 1997 Form 10-Q"))
4.04* Form of Supplemental Indenture
4.05* Registration Rights Agreement dated as of October 1, 1997
between VERITAS and UBS Securities LLC (incorporated by
reference to Exhibit 4.07 to the September 1997 Form 10-Q)
4.06* Form of Rights Agreement between Registrant and the 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 Right Certificate and as
Exhibit C the Summary of Rights to Purchase Preferred Shares
4.07* Form of Registration Rights Agreement between Registrant and
Seagate Software
4.08* Form of Stockholder Agreement between Registrant, VERITAS,
Seagate Software and Seagate Technology
4.09* Form of Specimen Stock Certificate (incorporated by
reference to Exhibit 4.01 of VERITAS' Registration Statement
on Form S-1 (File No. 33-70726) dated October 22, 1993, as
amended)
5.01* Opinion of Fenwick & West LLP
8.01* Tax Opinion of Fenwick & West LLP
8.02* Tax Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation
8.03* Tax Opinion of Kleinberg, Kaplan, Wolff & Cohen, P.C.
9.01* Form of Voting, Support and Exchange Trust Agreement by and
among the Registrant, VERITAS Software Corporation,
TeleBackup and Montreal Trust Company of Canada (included as
Appendix I to the prospectus)
10.01*+ Development and License Agreement
</TABLE>
II-1
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
<S> <C>
10.02*+ Cross License Agreement and OEM Agreement
10.03* VERITAS 1993 Equity Incentive Plan, as amended (included as
Appendix Q to the prospectus)
10.04* VERITAS 1993 Employee Stock Purchase Plan, as amended
(included as Appendix R to the prospectus)
10.05* VERITAS 1993 Directors Stock Option Plan, as amended
(incorporated by reference to Exhibit 10.04 to VERITAS'
Registration Statement on Form S-4 filed with the SEC on
March 24, 1997 (the "March 1997 Form S-4"))
10.06* OpenVision Technologies, Inc. 1996 Employee Stock Purchase
Plan, as amended (incorporated by reference to Exhibit 10.19
to the March 1997 Form S-4)
10.07* Office building sublease dated February 27, 1998, by and
between VERITAS and Space Systems/Loral, Inc. (incorporated
by reference to Exhibit 10.14 of VERITAS' Quarterly Report
on Form 10-Q for the quarter ended September 30, 1998 (the
"September 1998 Form 10-Q"))
10.08* Office building lease dated April 30, 1998, by and between
VERITAS and Ryan Companies US, Inc. (incorporated by
reference to Exhibit 10.15 of the September 1998 Form 10-Q)
10.09*# VERITAS' 1997 Chief Executive Officer Compensation Plan
(incorporated by reference to Exhibit 10.05 of VERITAS'
Annual Report on Form 10-K for the year ended December 31,
1997 filed with the SEC on March 2, 1998 (the "1997 Form
10-K"))
10.10* VERITAS' 1997 Executive Officer Compensation Plan
(incorporated by reference to Exhibit 10.06 of the 1997 Form
10-K)
10.11*# Form of Key Employee Agreement
10.12* Office Building Lease, dated September 2, 1994, as amended,
by and between VERITAS and John Arriliaga and Richard T.
Peery regarding property located in Mountain View,
California (incorporated herein by reference to Exhibit
10.09 of the VERITAS' Annual Report on Form 10-K for the
year ended December 31, 1994 filed with the SEC on March 29,
1995)
10.13* Amendment No 1. to Office Building Lease dated May 28, 1997
by and between VERITAS and John Arriliaga and Richard T.
Perry (incorporated by reference to Exhibit 10.12 of the
1997 Form 10-K)
10.14* Agreement dated November 7, 1996 between VERITAS Software
India Pvt. Ltd. and Talwalkar & Talwalkar and Mr. Rajendra
Dattatraya Pathak, Mrs. Kamal Trimbak Nighojkar, Mrs. Bakul
Prabhakar Pathak, Mrs. Nalini Manohar Saraf, Mr. Narhar
Vaman Pandit, Mr. Madhav Narhar Pandit, Ms. Madhavi Damodar
Thite, and Ms. Medha Narhar Pandit relating to the
development of certain premises in Pune, India (incorporated
by reference to Exhibit 10.12 to the March 1997 Form S-4)
10.15* Form of Indemnification Agreement to be entered into between
Registrant and each of its Directors and Officers
10.16* Amendment No. 1 to Cross-License and OEM Agreement
21.01* Subsidiaries of Registrant
23.01* Consent of Ernst & Young LLP, Independent Auditors
23.02 Consent of Ernst & Young LLP, Independent Auditors
23.03* Consent of KPMG LLP, Independent Chartered Accountants
23.04* Consent of Fenwick & West LLP (included in Exhibit 5.01)
23.05* Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 8.02)
23.06* Consent of Parlee McLaws
</TABLE>
II-2
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
<S> <C>
23.07* Consent of Kleinberg, Kaplan, Wolff & Cohen, P.C. (included
in Exhibit 8.04)
23.08* Consent of Osler, Hoskin & Harcourt
23.09 Consent of Ernst & Young LLP, Independent Auditors
24.01* Power of Attorney (see page II-6)
99.01* Consent of Mark Leslie
99.02* Consent of Terence R. Cunningham
99.03* Consent of Geoffrey Squire
99.04* Consent of Fred van den Bosch
99.05* Consent of Steven Brooks
99.06* Consent of William Janeway
99.07* Consent of Gregory B. Kerfoot
99.08* Consent of Stephen J. Luczo
99.10* Consent of Joseph Rizzi
99.11 Form of Proxy for VERITAS Software Corporation
99.12 Form of Proxy for Seagate Software, Inc.
</TABLE>
- -------------------------
* Previously filed.
# Management contract or compensatory plan or arrangements.
+ Confidential treatment has been requested with respect to certain portions
of this document.
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
VERITAS Holding Corporation has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Mountain
View, County of Santa Clara, State of California, on this 21st day of April,
1999.
VERITAS HOLDING CORPORATION
By: /s/ MARK LESLIE
---------------------------------------
Mark Leslie
Chief Executive Officer, President
and
Sole Director
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following person in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ MARK LESLIE Chief Executive Officer, President April 21, 1999
- --------------------------------------------- and Sole Director
Mark Leslie
</TABLE>
II-4
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- --------- -------------
<C> <S>
23.02 Consent of Ernst & Young LLP, Independent Auditors
23.09 Consent of Ernst & Young LLP, Independent Auditors
99.11 Form of Proxy for VERITAS Software Corporation
99.12 Form of Proxy for Seagate Software, Inc.
</TABLE>
<PAGE> 1
EXHIBIT 23.02
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated September 21, 1998 (except for the second paragraph of
the Summary of Significant Accounting Policies footnote, as to which the date is
April 8, 1999), with respect to the combined financial statements of the Network
& Storage Management Group included in the Joint Proxy Statement of Seagate
Software, Inc. that is made part of Amendment No. 1 to the Registration
Statement (Form S-4) and Prospectus of VERITAS Holding Corporation for the
registration of shares of its common stock.
/s/ Ernst & Young LLP
San Jose, California
April 19, 1999
<PAGE> 1
EXHIBIT 23.09
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the Joint
Proxy Statement of Seagate Software, Inc. that is made part of Amendment No. 1
to the Registration Statement (Form S-4) and Prospectus of VERITAS Holding
Corporation for the registration of shares of its common stock and to the
incorporation by reference therein of our report dated July 17, 1998 (except for
the second paragraph of the Summary of Significant Accounting Policies footnote,
as to which the date is April 8, 1999), with respect to the consolidated
financial statements and schedule of Seagate Software, Inc. included in its
Annual Report (Form 10-K/A) for the year ended July 3, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
April 19, 1999
<PAGE> 1
Exhibit 99.11
PROXY
VERITAS SOFTWARE CORPORATION
1600 PLYMOUTH STREET
MOUNTAIN VIEW, CA 94043
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mark Leslie and Jay Jones, or either of
them, as proxies each with full powers of substitution, and hereby authorizes
them to represents and to vote, as designated below, all shares of common stock
of VERITAS Software Corporation ("VERITAS") held of record by the undersigned
on April 20, 1999, at the special meeting of stockholders of VERITAS to be held
on May 27, 1999, and at any adjournment or postponement thereof.
This proxy, when properly executed and returned in a timely manner, will
be voted at this special meeting and any adjournment or postponement thereof in
the manner described herein. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL
BE VOTED FOR PROPOSALS 1-6 AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS
NAMED AS PROXIES HEREIN.
CONTINUE AND TO BE SIGNED AND DATED ON REVERSE SIDE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 2
This proxy is solicited on behalf of the Board of Directors of VERITAS. The
Board of Directors unanimously recommends that you vote FOR Proposals 1-6.
Please mark
your votes as
indicated in [X]
this example.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
BY USING THE ENCLOSED ENVELOPE.
1. Merge VERITAS Software Corporation with a FOR AGAINST ABSTAIN
subsidiary of a newly-formed holding company to [ ] [ ] [ ]
which Seagate Technology, Inc. and Seagate
Software, Inc. will have contributed their Network
& Storage Management Group business (the "NSMG
combination") including the issuance of stock
options to the employees of the Network & Storage
Management Group business who exchange their
Seagate Software stock options in the NSMG
combination.
2. Amendment to the VERITAS Software Corporation FOR AGAINST ABSTAIN
certificate of incorporation to create a new class [ ] [ ] [ ]
of stock called Special Voting Stock and to
authorize one share of Special Voting Stock.
3. Amendment to the VERITAS Software Corporation FOR AGAINST ABSTAIN
certificate of incorporation to increase the number [ ] [ ] [ ]
of authorized shares of common stock from 75,000,000
to 500,000,000.
4. Amendment to the VERITAS Software Corporation FOR AGAINST ABSTAIN
1993 Employee Stock Purchase Plan to increase the [ ] [ ] [ ]
number of shares reserved for issuance thereunder
from 2,250,000 to 4,000,000, provide for the
automatic annual increase in the number of shares
reserved for issuance thereunder in an amount equal
to 1% of the aggregate VERITAS common stock
outstanding and add an additional offering period if
the NSMG combination is consummated before August 16,
1999.
5. Amendment to the VERITAS Software Corporation FOR AGAINST ABSTAIN
1993 Equity Incentive Plan to increase the number [ ] [ ] [ ]
of shares reserved for issuance thereunder from
9,225,000 to 16,000,000.
6. Amendment to the VERITAS Software Corporation FOR AGAINST ABSTAIN
1993 Equity Incentive Plan to provide for the [ ] [ ] [ ]
automatic increase in the number of shares reserved
for issuance thereunder in an amount equal to 4.5% of
the aggregate VERITAS common stock outstanding.
Signature(s)____________________________________ Date:______________, 1999
This Proxy must be signed exactly as your name appears hereon. When shares are
held by joint tenants, both should sign. Attorneys, executors, administrators,
trustees and guardians should indicate their capacities. If the signer is a
corporation, please print full corporate name and indicate capacity of the duly
authorized officer executing on behalf of the corporation. If the signer is a
partnership, please print full partnership name and indicate capacity of duly
authorized officer executing on behalf of the partnership.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 1
Exhibit 99.12
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
SEAGATE SOFTWARE, INC.
1999 SPECIAL MEETING OF STOCKHOLDERS
MAY 27, 1999
The undersigned stockholder of SEAGATE SOFTWARE, INC., a Delaware
corporation, hereby acknowledges receipt of the Notice of Special Meeting of
Stockholders and Proxy Statement, each dated April 22, 1999, and hereby appoints
Stephen J. Luczo, Susan J. Wolfe and Ellen E. Chamberlain, and each of them,
proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at the
1999 Special Meeting of Stockholders of SEAGATE SOFTWARE, INC., to be held on
May 27, 1999, at 8:00 a.m., local time, at SEAGATE SOFTWARE, INC., 915 Disc
Drive, Scotts Valley, California 95066 and at any adjournment or adjournments
thereof, and to vote all shares of stock which the undersigned would be entitled
to vote if then and there personally present, on the matters set forth on the
reverse.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR THE CONTRIBUTION OF NETWORK & STORAGE MANAGEMENT GROUP TO
VERITAS HOLDING CORPORATION, FOR THE ELECTION OF DIRECTORS, FOR THE AMENDMENT
AND RESTATEMENT OF THE CERTIFICATE OF INCORPORATION, FOR THE AMENDMENT TO THE
SEAGATE SOFTWARE 1998 STOCK OPTION PLAN, FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS AND AS SAID PROXIES
DEEM ADVISABLE ON SUCH OTHER MATTER AS MAY PROPERLY COME BEFORE THE MEETING.
(Continued and to be signed on the other side.)
- ------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 2
SEAGATE SOFTWARE, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
<TABLE>
<CAPTION>
[ ]
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS: FOR WITHHOLD FOR ALL
If you wish to withhold authority to vote for any Individual nominee, ALL ALL EXCEPT
strike a line through that nominee's name in the list below. [ ] [ ] [ ]
Nominees: Gary B. Filler, Gregory B. Kerfoot;
Stephen J. Luczo; Lawrence Perlman and Donald L. Waite
2. TO APPROVE THE CONTRIBUTION OF NETWORK & STORAGE MANAGEMENT FOR AGAINST ABSTAIN
GROUP TO VERITAS HOLDING CORPORATION. [ ] [ ] [ ]
3. TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE CERTIFICATE FOR AGAINST ABSTAIN
OF INCORPORATION. [ ] [ ] [ ]
4. TO APPROVE AN AMENDMENT TO THE SEAGATE SOFTWARE 1996 STOCK FOR AGAINST ABSTAIN
OPTION PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK [ ] [ ] [ ]
RESERVED FOR ISSUANCE THEREUNDER BY 4,000,000.
5. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT FOR AGAINST ABSTAIN
AUDITORS OF SEAGATE SOFTWARE FOR THE FISCAL YEAR ENDING JULY 2, 1999. [ ] [ ] [ ]
And, in their discretion, upon such other matter or
matters which may properly come before the meeting
or any adjournment or adjournments thereof.
---------------------------------------------------
Signature
---------------------------------------------------
Signature (if held jointly)
Dated: , 1999
---------------------------------------
</TABLE>
(This Proxy should be marked, dated and signed by the stockholder(s) exactly as
his or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
