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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
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))
[ ] Definitive Proxy Statement
[X] 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)
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(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:
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Following is a script that will be updated and recorded every
business day until the closing of the transaction described below.
TEXT FOR TOLL FREE NO. RECORDED MESSAGE
Thank you for calling the Seagate/VERITAS toll free number.
This number has been established in connection with the proposed sale by Seagate
Technology of its operating assets to Suez Acquisition Company (Cayman)
Limited and the related merger between Seagate and VERITAS Software Corporation.
At any time during this message, you may return to the beginning by pressing the
nine button on your touch-tone telephone.
The information in this recorded message is not intended to
replace, summarize or substitute for the information contained in the joint
proxy statement/prospectus mailed to Seagate stockholders and to VERITAS
stockholders in connection with the upcoming special meetings of Seagate and
VERITAS stockholders. In order to understand the proposed transactions, Seagate
stockholders and VERITAS stockholders should read carefully the joint proxy
statement/prospectus. Also, please note that the share numbers and cash amounts
in this recorded message are merely estimates of the share numbers and cash
amounts that would be issued and paid in connection with the merger if the
merger were to be completed on [INSERT NEXT BUSINESS DATE], 2000. The exact
merger consideration cannot be determined until shortly after the merger is
completed. Therefore, the estimated share numbers and cash amounts in this
recorded message will likely differ from the actual share numbers and cash
amounts to be paid in connection with the merger. In addition, please note that
the share numbers and cash amounts in this recorded message [assumes] [reflect
the fact] that VERITAS has [not made any] [made a $[ ]] cash election in
connection with the merger.
Subject to these limitations, we note that, if the merger were
completed on [INSERT NEXT BUSINESS DATE], 2000, each outstanding share of
Seagate common stock would be exchanged for shares of VERITAS common stock and
cash with a combined value of approximately $[ ] per share, based upon
VERITAS' closing price of $[ ] per share on [INSERT DATE OF MOST RECENT CLOSING
PRICE], 2000, and without taking into account the estimated fair market value
of the tax refund amount or the value of potential litigation settlement
payments. The merger consideration would be based on the following:
First, a total of approximately [ ] shares of Seagate common stock
would be considered outstanding, calculated on a fully diluted basis;
Second, the aggregate amount of cash that would be paid in exchange for
all outstanding shares of Seagate common stock would be approximately
$[ ], or approximately $[ ] for each outstanding share of Seagate
common stock; and
Third, the total number of shares of VERITAS common stock that would be
issued in connection with the merger would be [ ], or approximately
[ ] shares of VERITAS common stock for each outstanding share of
Seagate common stock.
Also, an additional $50 million, or $[ ] for each
outstanding share of Seagate common stock, will be paid to Seagate stockholders
only if court approval of the settlement of class action litigation pending in
Delaware is obtained and the underlying complaints in this litigation and in
related lawsuits pending in California are dismissed with prejudice.
Seagate stockholders and VERITAS stockholders are encouraged
to call this toll free number again tomorrow and each day up to the date of the
special meetings in order to hear updated estimates. Thank you for calling.
