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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) November 22, 2000
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VERITAS SOFTWARE CORPORATION
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 000-26247 77-0507675
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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1600 Plymouth Street
Mountain View, California 94043
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(Address of principal executive offices including Zip Code)
Registrant's telephone number, including area code: (650) 335-8000
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Item 5: Other Events
This Current Report on Form 8-K is being filed by VERITAS Software
Corporation ("VERITAS") in connection with the consummation of a multi-party
transaction on November 22, 2000. The transaction involved primarily VERITAS,
VERITAS Software Technology Corporation, formerly known as Seagate Technology,
Inc. ("Seagate"), Suez Acquisition Company (Cayman) Limited ("SAC"), a company
formed by a group of private equity firms led by Silver Lake Partners.
The transaction consisted primarily of (1) the sale of Seagate's operating
property and assets to SAC (the "Stock Purchase") pursuant to that certain Stock
Purchase Agreement dated as of March 29, 2000, as amended (as so amended, the
"Stock Purchase Agreement"), by and among SAC, Seagate and Seagate Software
Holdings, Inc., a wholly owned subsidiary of Seagate ("Seagate Software"), and
(2) the merger of Victory Merger Sub, Inc., a wholly owned subsidiary of VERITAS
("Merger Sub") with and into Seagate (the "Merger") pursuant to that certain
Agreement and Plan of Merger and Reorganization dated as of March 29, 2000, as
amended (as so amended, the "Merger Agreement"), by and among VERITAS, Merger
Sub and Seagate. The Stock Purchase was consummated and the Merger became
effective on November 22, 2000.
Under the terms of the Stock Purchase Agreement, Seagate sold all of its
property and assets and the property and assets of its consolidated
subsidiaries, other than certain designated assets, to SAC in exchange for
$2.050 billion in cash, less the value of Seagate equity securities held by
members of Seagate's senior management team which were converted into equity
securities of SAC and were not entitled to receive any consideration in the
Merger. The designated Seagate assets that were not sold consist of (1) the
capital stock of Seagate Software, (2) Seagate's investments in VERITAS and
Gadzoox Networks, Inc., (3) Seagate's cash in excess of approximately $765
million and an additional amount of cash necessary to satisfy Seagate's tax
liabilities, to satisfy its withholding obligations arising upon the
acceleration of Seagate options that occurred at the effective time of the
Merger, and to redeem its existing indebtedness that was acquired by SAC in the
Stock Purchase, and (4) the right to receive certain tax refunds received and
credits utilized by VERITAS that are attributable to Seagate for all periods
prior to the effective time of the Merger.
Under the terms of the Merger Agreement, immediately following the
consummation of the Stock Purchase, Merger Sub merged with and into Seagate, and
each outstanding share of Seagate common stock (other than certain shares that
were cancelled) was converted into the right to receive a proportionate share of
the merger consideration, which consisted of (1) 109,330,300 shares of VERITAS
common stock, (2) an additional 67,336 shares of VERITAS common stock, based on
a negotiated discount to the market value of Seagate's investment in Gadzoox
Networks, Inc., shortly before the effective time of the Merger, (3) an amount
of cash equal to Seagate's cash at the effective time of the Merger, which
includes the net proceeds received and retained by Seagate in connection with
the Stock Purchase, and (4) the right to receive the value of certain tax
refunds received and credits utilized by VERITAS that are attributable to
Seagate for all periods prior to the effective time of the Merger. Under the
Merger Agreement, VERITAS had the right to elect to reduce the cash portion of
the merger consideration up to a maximum of $500 million and to issue additional
shares of VERITAS common stock in place of this cash. VERITAS determined prior
to the effective time of the Merger not to make this election. The approximately
3.3 million shares of Lernout & Hauspie Speech Products N.V. ("L&H Shares") held
by Seagate at the time of the Merger, which VERITAS had the right under the
Merger Agreement to purchase at a negotiated discount, were not so purchased by
VERITAS and will instead be transferred to the trust created pursuant to that
certain Trust Agreement dated as of November 22, 2000 by and among VERITAS as
sponsor and Gary B. Filler and Lawrence Perlman as Trustees, and at the
trustees' direction, either be distributed to the former Seagate stockholders or
sold and the net proceeds thereof distributed.
As a result of the Merger and excluding the value of the tax refunds and
the L&H Shares referenced above, the former Seagate stockholders received the
right to receive approximately 0.4465 shares of VERITAS common stock and
approximately $8.5484 in cash per share of Seagate common stock.
Also as a result of the Merger, Seagate became a wholly owned subsidiary of
VERITAS and was renamed VERITAS Software Technology Corporation, VERITAS
indirectly acquired all of the designated assets described above that were not
purchased in connection with the Stock Purchase, and VERITAS' total number of
shares of common stock outstanding decreased by approximately 18.7 million
shares.
The Merger has no impact on VERITAS' income statement, besides the impact
of the decrease of approximately 18.7 million of shares of common stock on
VERITAS' earnings per share.
The net impacts of the Merger on VERITAS' balance sheet are described
below.
On VERITAS' assets:
o Tax indemnification receivable of $70 million;
o Restricted cash that may be payable to former Seagate
stockholders of $150 million; and
o Other assets of $8 million for VERITAS' ownership in Gadzoox
Networks, Inc. and the related deferred tax asset.
On VERITAS' liabilities:
o Additional accounts payable of $40 million for transaction
related charges;
o Accrued tax liabilities of $135 million; and
o Additional liabilities of $150 million for the restricted cash
that may be payable to former Seagate stockholders.
On VERITAS' stockholders' equity:
o A reduction of $97 million as a result of the net impacts on
VERITAS' assets and liabilities.
This Current Report on Form 8-K may include 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 a number of risks and uncertainties, including the risks and
uncertainties described in the joint proxy statement/prospectus regarding the
business transaction referenced in the foregoing information, and the risk that
some or all of the conditions needed to trigger the right to receive value for
the tax refunds and credits referenced above and the right to receive value for
the L&H Shares will not occur, which could cause the actual results we achieve
to differ materially from such forward-looking statements. For more information
regarding potential risks, see the "Factors That May Affect Future Results"
section of VERITAS Software's most recent report on Form 10-Q on file with the
SEC. We undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date of this press release.
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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: December 7, 2000
VERITAS SOFTWARE CORPORATION
By: /s/ Jay A. Jones
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Jay A. Jones
Senior Vice President,
Chief Administrative Officer & Secretary
