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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) May 28, 1999
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SEAGATE TECHNOLOGY, INC.
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(Exact Name of the Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
001-11403 94-2612933
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(Commission File Number) (I.R.S. Employer Identification No.)
920 Disc Drive, Scotts Valley, California 95066
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(Address of Principal Executive Offices) (Zip Code)
(831) 438-6550
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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Seagate Technology, Inc. ("STI"), its Seagate Software, Inc. ("SSI")
subsidiary and Seagate Software Network & Storage Management Group, Inc.
("NSMG"), a wholly owned subsidiary of SSI, announced on October 5, 1998 that
they had entered into an Agreement and Plan of Reorganization (the "Plan") as of
such date with Veritas Holding Corporation ("Newco") and Veritas Software
Corporation ("VERITAS"), which provided for (i) the contribution by SSI, STI and
certain of their respective subsidiaries to Newco of (a) the outstanding stock
of NSMG and certain other subsidiaries of SSI, and (b) those assets used
primarily in the network storage management business of SSI (the "NSMG
Business"), in consideration for the issuance of shares of Common Stock of Newco
to SSI and the offer by Newco to grant options to purchase Common Stock of Newco
to certain SSI employees who become employees of Newco or its subsidiaries in
exchange for cancellation by such employees of their respective options to
purchase Common Stock of SSI (the "Seagate Transaction") and (ii) the merger of
a wholly owned subsidiary of Newco with and into VERITAS and the assumption and
conversion of all outstanding VERITAS securities, on a share for share basis,
into Newco securities having identical rights, preferences and privileges,
including convertible debentures of VERITAS which became convertible into Common
Stock of Newco on the same basis as they were convertible into VERITAS Common
Stock (the "Veritas Merger"). As part of the Seagate Transaction, Newco also
assumed certain liabilities of the NSMG Business. The Seagate Transaction was
structured to qualify as a tax-free exchange and the Veritas Merger was
structured to qualify as a tax-free reorganization for federal income tax
purposes. The Seagate Transaction will be accounted for as a purchase. The
Seagate Transaction and the Veritas Merger were closed on May 28, 1999.
Available Information. Statements made in this Current Report on Form
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8-K concerning the contents of any contract or other document are not
necessarily complete. With respect to each contract or other document filed as
an exhibit hereto, reference is hereby made to that document for a more complete
description of the matter involved and each such statement is hereby qualified
in its entirety by such reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
Exhibit
Number Description
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99.1 Press Release of Seagate Technology, Inc. dated
June 1, 1999.
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SIGNATURES
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 14, 1999
SEAGATE TECHNOLOGY, INC.
By: /s/ Thomas F. Mulvaney
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Thomas F. Mulvaney
Senior Vice President, General
Counsel and Corporate Secretary
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SEAGATE TECHNOLOGY, INC.
FORM 8-K
INDEX TO EXHIBITS
Exhibit
Number Exhibit Title
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99.1 Press Release of Seagate Technology, Inc. dated
June 1, 1999.
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Exhibit 99.1
For Immediate Release
Seagate Completes Sale of Network
and Storage Management Software
Group to Veritas Software
Deal Provides Seagate With 34.6 Million Shares Of
VERITAS Software Stock Valued at $3.1 Billion
SCOTTS VALLEY, Calif., June 1 /PRNewswire/ -- Seagate
Technology, Inc. (NYSE: SEG) today announced that the
Company has completed the sale of the Network and Storage
Management Group (NSMG), a portion of their Seagate
Software subsidiary, to VERITAS Software (Nasdaq: VRTS -
news ). VERITAS Software and Seagate Software NSMG will
merge in a tax-free transaction to be accounted for under
purchase accounting. Seagate Technology will receive
approximately 34.6 million shares of VERITAS Software for
Seagate Software's NSMG "business." Based on the closing
stock price of VERITAS Software on May 28, 1999, the value
of the shares to be received by Seagate Technology is
approximately $3.1 billion. Seagate retains ownership of its
remaining Seagate Software subsidiary, which will continue to
provide innovative software solutions focused on the growing
business intelligence market.
"The VERITAS Software transaction increases Seagate's
shareholder value in two distinct ways," said Seagate
president and chief executive officer, Steve Luczo. "First, we
further strengthened our balance sheet and shareholders'
equity with the addition of VERITAS Software stock to our
asset base. Second, the merger solidifies the strategic
relationship we have with VERITAS Software, a key player in
our vision for current and future Storage Networking platforms
and technologies. With VERITAS Software as a strategic
technology development partner, along with Gadzoox
Networks, Dragon Systems, SanDisk, CVC and
iCompression, we are well positioned to execute on our
business strategy."
Seagate Software remains focused on the burgeoning
Business Intelligence market, which is estimated to grow from
$1.6 billion to $6.2 billion by the year 2002, according to
leading industry analysts at Gartner Group. Seagate Software
offers a comprehensive suite of business intelligence tools
designed to help organizations access, analyze, report and
share vital data stored in data warehouses and ERP systems,
in order to make better business decisions. With over 900
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employees residing in 32 offices worldwide, Seagate
Software is headquartered in Scotts Valley, California, and
headed by Greg Kerfoot, president and chief operating
officer. Seagate Software has had a long and successful
history in developing partnerships, and expects to retain a
strong technological relationship with VERITAS Software
going forward.
The merger of Seagate Software NSMG with VERITAS
Software received the approval of both VERITAS Software's
and Seagate Software's shareholders at their respective
shareholder meetings. Terry Cunningham, the previous
president and chief operating officer of Seagate Software, is
now president and chief operating officer, VERITAS Software.
VERITAS Software's board of directors has been expanded
from its previous seven directors to include Terry Cunningham
and two directors appointed by Seagate Technology. These
directors are Steve Luczo and Greg Kerfoot.
Seagate Technology, Inc. is a leading provider of technology
and products enabling people to store, access, and manage
information. The Company is committed to providing
best-in-class products to help people get information when,
where and how they want it. Seagate is the world's largest
manufacturer of disc drives, magnetic discs and read-write
heads, and an innovator in tape drives and software. Seagate
can be found around the globe and at
http://www.seagate.com.
Seagate Software, a subsidiary of Seagate Technology, Inc.,
develops integrated business intelligence applications which
include the award-winning Seagate Crystal Reports, Seagate
Holos, Seagate Info. Seagate Software can be found on the
Web at http://www.seagatesoftware.com.
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The "S" logo and Seagate Technology are registered
trademarks of Seagate Technology, Inc. Seagate Software,
Seagate Crystal Reports, Seagate Holos and Seagate Info
are either a registered trademark or trademark of Seagate
Software, Inc. Seagate is a registered trademark of both
Seagate Technology and Seagate Software. All other
trademarks or registered trademarks are the property of their
respective owners.
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