<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
VERITAS SOFTWARE CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
923436
(CUSIP Number)
Charles C. Pope
Executive Vice President and
Chief Financial Officer
Seagate Technology, Inc.
920 Disc Drive
Scotts Valley, California 95066
(831) 438-6550
Copies to:
Chris F. Fennell, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 28, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13-1(e), 240.13d-(f) or 240.13d-1(g),
check the following box [_].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7(b)
for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seagate Technology, Inc. I.R.S. Identification No.: 94-2612933
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
N/A
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF SHARES +155,583,468
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
- --------------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
+155,583,468
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
+155,583,468
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
+AS ADJUSTED FOR STOCK SPLITS SINCE MAY 28, 1999.
SCHEDULE 13D
-2-
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity Securities to which this Statement on Schedule 13D
relates is the common stock (the "Common Stock") of VERITAS Software
Corporation, a Delaware corporation formerly named VERITAS Holding Corporation
("New VERITAS"). The principal executive officers of New VERITAS can be
contacted at 1600 Plymouth Street, Mountain View, California 94043.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement on Schedule 13D is being filed by Seagate Technology, Inc.,
a Delaware corporation ("Seagate"). Seagate's principal business is the design,
manufacture and sale of rigid magnetic disc drives for use in computer systems.
Seagate's principal executive offices are located at 920 Disc Drive, Scotts
Valley, California 95066 and its telephone number at that location is (831) 438-
6550.
The directors and executive officers of Seagate are set forth on Schedule I
hereto. Schedule I sets forth the following information with respect to each
such person:
(a) Name;
(b) Business Address (or residence where indicated);
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or organization in which such
employment is conducted.
During the last five years, neither Seagate nor any person named in
Schedule I attached hereto has been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
All directors and executive officers of Seagate are citizens of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement on Schedule 13D relates to Seagate's acquisition of
155,583,468 shares of Common Stock of New VERITAS (the "Shares") (as
appropriately adjusted for stock splits since the date of acquisition of the
Shares). The Shares were acquired by Seagate through the sale of the Network &
Storage Management Group business unit ("NSMG") of Seagate's majority-owned
subsidiary Seagate Software, Inc., a Delaware corporation ("Seagate Software")
to VERITAS Operating Corporation, a Delaware corporation ("VERITAS"). The sale
of NSMG was completed through a combination of NSMG with VERITAS to form a new
corporation, VERITAS Software Corporation ("New VERITAS") (the "Merger")
pursuant to an Agreement and Plan of Reorganization among VERITAS, New VERITAS,
Seagate, Seagate Software and NSMG (the "Plan of Reorganization"). New VERITAS
issued the Shares to Seagate valued at approximately $3.1 billion and assumed
all employee stock options of NSMG. VERITAS shareholders, option holders and
holders of convertible debt converted their VERITAS securities on a one-for-one
basis for New VERITAS securities and received approximately 58.4% of New VERITAS
as of the closing date of the Merger. Seagate
SCHEDULE 13D
-3-
<PAGE>
Software owned approximately 41.6% of New VERITAS as of the closing date of
the Merger. Effective as of the closing date of the Merger, employees of NSMG
became employees of New VERITAS and ceased to be employees of Seagate Software
or Seagate. New VERITAS common stock currently trades on the Nasdaq National
Market.
Stephen J. Luczo, President, Chief Executive Officer and a member of the
board of directors of Seagate, has been granted options (the "Luczo Options") to
purchase 112,500 shares of New VERITAS common stock pursuant to the terms of the
New VERITAS 1993 Directors Stock Option Plan (the "New VERITAS Directors Plan").
The terms of the Luczo Options are discussed below in Item 6. Seagate may be
deemed to share power to vote or direct the voting and power to dispose or
direct the disposition of the shares of New VERITAS common stock issuable upon
exercise of the Luczo Options.
In addition, Gregory Kerfoot, a nominee of Seagate to the New VERITAS
Board, has been granted options (the "Kerfoot Options") to purchase 106,500
shares of New VERITAS common stock pursuant to the terms of New VERITAS
Directors Plan. The terms of the Kerfoot Options are discussed below in Item 6.
Seagate may be deemed to share power to vote or direct the voting and power to
dispose or direct the disposition of the shares of New VERITAS common stock
issuable upon exercise of the Kerfoot Options.
References to, and descriptions of, the Merger and the Plan of
Reorganization, as set forth in this Schedule 13D are qualified in their
entirety by reference to the copy of the Plan of Reorganization filed as an
Exhibit to the Form 8-K filed by Seagate Software, Inc. on October 20, 1998 and
as amended as set forth in an exhibit to Seagate Software's Form 10-Q/A for the
period ended January 1, 1999.
References to, and descriptions of, the New VERITAS Directors Plan, as set
forth in this Schedule 13D are qualified in their entirety by reference to the
copy of the New VERITAS Directors Plan filed as an exhibit to the Form 10-K
filed by VERITAS Software Corporation on March 30, 2000.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) As described in Item 3 above, this statement relates to Seagate's
sale of NSMG to VERITAS through a combination of NSMG with VERITAS to form New
VERITAS pursuant to the Plan of Reorganization. At the effective time of the
Merger, a newly formed, wholly owned subsidiary of New VERITAS was merged with
and into VERITAS, with VERITAS being the surviving corporation of such merger,
and all outstanding VERITAS securities were converted, on a share for share
basis, into New VERITAS securities having identical rights, preferences and
privileges, with New VERITAS assuming all outstanding options, warrants,
convertible debentures and other rights to purchase shares of capital stock of
VERITAS. At the effective time of the Merger, Seagate and Seagate Software
contributed all of the outstanding common stock and assets of NSMG in
consideration for the issuance by New VERITAS to Seagate Software of the Shares
and the offer by New VERITAS to grant to the employees of Seagate and Seagate
Software who were holders of options in Seagate Software at the effective time
of the Merger, options to purchase New VERITAS Common Stock in exchange for
cancellation of their respective options to purchase Common Stock of Seagate
Software.
(c) Seagate has no plans or proposals which relate to, or may result in any
sale or transfer of a material amount of assets of New VERITAS or any of its
subsidiaries.
(d) Upon the consummation of the Merger, the Board of Directors of New
VERITAS consisted of the following individuals who were staggered into three
classes, A, B and C, with initial terms ending at New VERITAS' annual meeting of
shareholders in 1999, 2000 and 2001, respectively:
SCHEDULE 13D
-4-
<PAGE>
<TABLE>
<CAPTION>
A B C
<S> <C> <C>
Gregory B. Kerfoot Mark Leslie (Chairman) Stephen J. Luczo
Geoffrey Squire Joseph Rizzi Steven Brooks
Roel Pieper William Janeway Fred van den Bosch
Terence R. Cunnigham
(Resigned in August 1999)
Upon the consummation of the Merger, the officers of New VERITAS were the following persons:
<CAPTION>
<S> <C>
Chief Executive Officer Mark Leslie
President and Chief Operating Officer Terence R. Cunningham (Resigned in August 1999)
Executive Vice President Geoffrey W. Squire
Executive Vice President of Engineering Fred van den Bosch
Senior Vice President, Strategic Operations Peter J. Levine
Senior Vice President, Finance and Chief
Financial Officer Kenneth Lonchar
Senior Vice President of Worldwide Sales Paul A. Sallaberry
Senior Vice President, Chief Administrative
Officer and Secretary Jay A. Jones
Vice President, Product Marketing Michael Colemere
Vice President, Technical Services Michael Wentz
Vice President, Merger Integration David Hallman
</TABLE>
(e) - (j) Other than set forth in its Form 8-K dated April 5, 2000, Seagate
has no plans or proposals which relate to, or may result in (i) any other change
in the present capitalization or dividend policy of New VERITAS; (ii) any other
material change in New VERITAS' business or corporate structure; (iii) any
changes in New VERITAS' charter, bylaws or other instruments corresponding
thereto or any actions which may impede the acquisition of control of New
VERITAS by any person; (iv) any delisting from a national securities exchange or
any loss of authorization for quotation in an inter-dealer quotation system of a
registered national securities association of a class of securities of New
VERITAS; (v) any termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended, of a class of equity securities of
New VERITAS; or (vi) any action similar to any of those enumerated above.
Notwithstanding the foregoing, Seagate reserves the right to develop such plans
or proposals relating to any of the foregoing.
References to, and descriptions of, the Merger and the Plan of
Reorganization, as set forth in this Schedule 13D are qualified in their
entirety by reference to the copy of the Plan of Reorganization filed as an
Exhibit to the Form 8-K filed by Seagate Software, Inc. on October 20, 1998,
and, as amended, as set forth in an exhibit to Seagate Software's Form 10-Q/A
for the period ended January 1, 1999.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the closing date of the Merger, Seagate beneficially owned
155,583,468 shares of New VERITAS common stock (the "Shares") (as appropriately
adjusted for stock splits which have occurred since the closing date of the
Merger) which represented approximately 41.6% of New VERITAS' outstanding common
stock on May 28, 1999. Seagate has the sole power to vote or direct the voting
and the sole power to dispose or direct the disposition of the Shares.
SCHEDULE 13D
-5-
<PAGE>
(b) To the knowledge of Seagate, no person listed on Schedule I has an
ownership interest in New VERITAS.
(c) To the knowledge of Seagate, no transactions in the class of
securities reported have been effected during the sixty days ending November 1,
1999 by any person named pursuant to Item 2.
(d) To the knowledge of Seagate, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities of New VERITAS reported on herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
As a condition and inducement to Seagate and Seagate Software to enter into
the Merger, New VERITAS agreed to assume all of the options to purchase Seagate
Software common stock granted to employees of Seagate Software (the "Seagate
Software Options"), under the 1996 Stock Option Plan of Seagate Software, as
amended, (the "Seagate Software Stock Plan"). Pursuant to the terms of the Plan
of Reorganization, the Seagate Software options were convertible into 6,945,048
shares of New VERITAS common stock (as appropriately adjusted for stock splits
since the closing date of the Merger). New VERITAS' assumption of the Seagate
Software Options did not change the term, exercisability status as an incentive
stock option, if applicable, nor any other term of the Seagate Software Options.
References to, and descriptions of, the Seagate Software Stock Plan as set forth
in this Schedule 13D are qualified in their entirety by reference to the copy of
Seagate Software Stock Plan filed as an exhibit to the Form S-8 Registration
Statement under the Act filed by New VERITAS on June 2, 1999.
Pursuant to the terms of the Registration Rights Agreement by and between
New VERITAS and Seagate Software dated May 28, 1999 (the "Registrations Rights
Agreement"), Seagate Software is entitled to certain rights with respect to the
registration of shares of New VERITAS common stock under the Securities Act of
1933, as amended (the "Securities Act"). Seagate Software's rights with respect
to registration apply to the Shares and all shares of New VERITAS Common Stock
hereafter acquired by Seagate Software. Under the terms of the Registration
Rights Agreement, if New VERITAS proposes to register any of its securities
under the Securities Act either for its own account or for the account of other
security holders exercising registration rights, Seagate Software is entitled to
notice of such registration and is entitled to include shares of New VERITAS
common stock therein. At its own expense, Seagate Software may also require New
VERITAS to file a registration statement under the Securities Act with respect
to its shares of common stock, and New VERITAS is required to use its diligent
reasonable efforts to affect such registration. Further, Seagate Software may
require New VERITAS to file additional registration statements on Form S-3 at
Seagate Software's expense. These registration rights are subject to certain
conditions and limitations, among them the right of the underwriters of an
offering to limit the number of shares included in such registration in certain
circumstances. References to, and descriptions of, the Registration Rights
Agreement as set forth in this Schedule 13D are qualified in their entirety by
reference to the copy of the Registration Rights Agreement filed as an exhibit
to the 8-K filed by VERITAS Software Corporation on June 14, 1999.
Pursuant to the terms of the Stockholder Agreement by and between New
VERITAS, VERITAS, Seagate and Seagate Software dated May 28, 1999 (the
"Stockholder Agreement"), Seagate has been granted certain rights, and is
subject to certain obligations, as described below.
SCHEDULE 13D
-6-
<PAGE>
Pursuant to the Stockholder Agreement, upon the closing of the Merger, New
VERITAS increased the size of its Board of Directors (the "New VERITAS Board")
to ten persons and appointed Terence R. Cunningham (who resigned in August 1999)
and two designees of Seagate, Stephen J. Luczo and Greg Kerfoot, as members of
the New VERITAS Board.
Pursuant to the Stockholder Agreement, for so long as Seagate owns at least
15% of the outstanding common stock of New VERITAS, New VERITAS shall nominate
and use its reasonable best efforts to elect two candidates to the New VERITAS
Board designated by Seagate who are reasonably acceptable to New VERITAS. For
so long as Seagate owns at least 5% and not more than 15% of the outstanding
common stock of New VERITAS, New VERITAS shall nominate and use its reasonable
best efforts to elect one candidate to the New VERITAS Board designated by
Seagate who is reasonably acceptable to New VERITAS. All of Seagate's rights
and New VERITAS' obligations to nominate and elect Seagate nominees under the
Stockholder Agreement shall terminate upon Seagate ceasing to hold at least 5%
of the outstanding common stock of New VERITAS.
Pursuant to the Stockholder Agreement, for so long as Seagate owns at least
5% of the outstanding common stock of New VERITAS, Seagate shall not sell,
transfer or otherwise dispose of any interest of New VERITAS securities for a
period of one year following the consummation of the Merger, except Seagate may
sell or transfer (i) up to 6,000,000 shares of New VERITAS common stock in a
firm underwritten public offering and (ii) up to 2,000,000 shares of New
VERITAS common stock in the quarters ending September 1999, December 1999 and
March 2000 and (iii) up to 3,000,000 shares of New VERITAS common stock in the
quarter ending June 2000. After the first anniversary of the closing date of
the Merger, Seagate shall not sell, transfer or otherwise dispose of any
interest of New VERITAS securities except in restricted situations.
Pursuant to the Stockholder Agreement, for so long as Seagate owns at least
5% of the outstanding common stock of New VERITAS, Seagate shall vote all of its
shares of common stock of New VERITAS in the same proportion as the votes cast
by other holders of New VERITAS common stock, except that Seagate may vote its
shares as it determines upon (i) a change in the fundamental rights of New
VERITAS common stock or (ii) a recapitalization in which New VERITAS common
stock is converted or exchanged for a security having substantially different
fundamental rights than New VERITAS common stock (but in all events excluding
any recapitalization or reorganization accomplished in connection with a
Corporate Event). A "Corporate Event" for purposes of the Stockholder Agreement
shall include any merger, acquisition, consolidation or reorganization, any
transaction of a type contemplated by Section 351 of the Internal Revenue Code
of 1986, as amended or any other similar transaction whereby (a) New VERITAS is
acquired by a third party, (b) there has been a "change of control" such that
the stockholders of New VERITAS prior to a transaction own, in the aggregate,
less than a majority of the outstanding stock of New VERITAS or the acquiring
entity after the transaction, (c) New VERITAS acquires another entity or (d) New
VERITAS acquires all or substantially all of the assets of another entity.
Pursuant to the Stockholder Agreement, Seagate has agreed that until May
28, 2004 it will not, without the prior written consent of New VERITAS, (i)
acquire, directly or indirectly, any securities of New VERITAS if the effect of
such acquisition would be that Seagate would then beneficially own and/or have
the right to acquire more than 41.6% of the voting stock of New VERITAS; (ii)
solicit proxies or (iii) otherwise seek, either alone or in concert with others,
to control the New VERITAS Board or the policies of New VERITAS.
Notwithstanding these provisions, Seagate may acquire common stock of New
VERITAS upon the earlier of: (i) the date that a third party not affiliated with
Seagate commences a tender offer or exchange offer that if accepted would result
in such person beneficially owning 50% or more of the voting stock of New
VERITAS; (ii) the public announcement by New VERITAS that it has entered into
any agreement with respect to a merger, consolidation, reorganization or similar
transaction involving New VERITAS in which all the stockholders of New VERITAS
before such transaction collectively will own less than 50% of the
SCHEDULE 13D
-7-
<PAGE>
outstanding voting stock of the surviving or acquiring entity immediately after
such transaction provided, however; that the foregoing standstill limitations
-------- -------
described in (i) and (ii) above will be reinstated if such transaction is
terminated prior to consummation thereof, or (iii) the sale or disposition of
all or substantially all of New VERITAS' assets.
Pursuant to the Stockholder Agreement, if New VERITAS is contemplating the
issuance of securities to a third party as part of a strategic business
relationship with such third party, Seagate has the right to purchase the same
securities, at the same price and on the same terms, as are issued to the
strategic partner, solely in order to maintain Seagate's percentage of common
stock ownership in New VERITAS. Provided, however, Seagate's right of purchase
is not applicable to (i) the issuance or sale of shares of common stock to
certain individuals who are being solicited or retained by New VERITAS for
services or employment purposes; (ii) the issuance of securities pursuant to the
conversion or exercise of securities; (iii) the issuance of securities in
connection with a public offering; (iv) the issuance of any securities in
connection with any stock split, stock dividend or similar event in which
Seagate is entitled to participate on a proportionate basis or (iv) any
securities issued in connection with a Corporate Event (as defined above).
Seagate's right of purchase provided for in the Stockholder Agreement shall
terminate upon the earlier of (i) the third anniversary of the closing date of
the Merger or (ii) such time as Seagate ceases to own 10% of the outstanding
common stock of New VERITAS. References to, and descriptions of, the
Stockholder Agreement as set forth in this Schedule 13D are qualified in their
entirety by reference to the copy of the Stockholder Agreement filed as an
exhibit to the 8-K filed by VERITAS Software Corporation on June 14, 1999.
In connection with their service as directors of New VERITAS, Mr. Luczo and
Mr. Kerfoot were granted options to purchase 112,500 and 106,500 shares of New
VERITAS common stock, respectively. The exercise price of the Luczo Options and
the Kerfooot Options was the fair market value of New VERITAS common stock at
the time of grant. The options are immediately exercisable. Any shares purchased
upon the Luczo Options and the Kerfoot Options to the extent that such shares
are unvested, are subject to repurchase by New VERITAS at the original purchase
price in the event that either Mr. Luczo or Mr. Kerfoot ceases to serve as a
director of New VERITAS.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
A. /1/ Agreement and Plan of Reorganization, as amended, dated April
15, 1999, by and between VERITAS Software Corporation, VERITAS
Holding Corporation, Seagate Technology, Inc., Seagate Software,
Inc. and Seagate Software Network & Storage Management Group, Inc.
B. /2/ Stockholder Agreement, dated May 28, 1999, by and between
VERITAS Software Corporation, VERITAS Holding Corporation, Seagate
Technology, Inc. and Seagate Software, Inc.
C. /2/ Registration Rights Agreement, dated May 28, 1999, by and
between VERITAS Holding Corporation and Seagate Software, Inc.
D. /3/ Seagate Software, Inc.'s 1996 Stock Option Plan, as amended.
E. /4/ VERITAS Software Corporation's 1993 Directors Stock Option Plan,
as amended.
SCHEDULE 13D
-8-
<PAGE>
/1/ Incorporated by reference to the 8-K filed by Seagate Technology, Inc.
on April 5, 2000.
/2/ Incorporated by reference to the 8-K filed by VERITAS Software
Corporation on June 14, 1999.
/3/ Incorporated by reference to VERITAS Software Corporation's Form S-8
Registration Statement under the Securities Act of 1933 filed with the
Commission on June 2, 1999.
/4/ Incorporated by reference to the Form 10-K filed by VERITAS Software
Corporation on March 30, 2000.
SCHEDULE 13D
-9-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 22, 2000 SEAGATE TECHNOLOGY, INC.
By: /s/ Charles C. Pope
----------------------------------
Charles C. Pope
Executive Vice President and
Chief Financial Officer
SCHEDULE 13D
-10-
<PAGE>
Schedule I
Directors and Executive Officers of Seagate
<TABLE>
<CAPTION>
Name, Address and
Business of Corporation or
Business or Principal Occupation Organization in
Name Residence Address or Employment Which Employed
- -------------------------- ----------------------- ------------------------- --------------------------
<S> <C> <C> <C>
Stephen J. Luczo Seagate Technology, Inc. President and Chief Seagate Technology, Inc.
920 Disc Drive Executive Officer. 920 Disc Drive
Scotts Valley, CA 95066 Chairman of the Board of Scotts Valley, CA 95066
Directors of Seagate
Software, Inc.
Gary B. Filler Seagate Technology, Inc. Co-Chairman of the Board of Seagate Technology, Inc.
920 Disc Drive Directors and Financial 920 Disc Drive
Scotts Valley, CA 95066 Consultant Scotts Valley, CA 95066
Dr. Kenneth E. Haughton Seagate Technology, Inc. Engineering Consultant Seagate Technology, Inc.
920 Disc Drive 920 Disc Drive
Scotts Valley, CA 95066 Scotts Valley, CA 95066
Robert A. Kleist Printronix, Inc. President, Chief Executive Printronix, Inc.
17500 Cartwright Road Officer and Director of 17500 Cartwright Road
Irvine, CA 92713 Printronix, Inc. Irvine, CA 92713
(a computer printer
manufacturer)
Lawrence Perlman Ceridian Corporation Co-Chairman of the Board of Ceridian Corporation
8100 34th Avenue South Directors and Chairman of 8100 34th Avenue South
Minneapolis, MN 55425-1640 the Board of Directors and Minneapolis, MN 55425-1640
Chief Executive Officer of (an information services
Ceridian Corporation and defense electronics
company)
Thomas P. Stafford Stafford, Burke & Hecker, Vice Chairman of Stafford, Stafford, Burke & Hecker,
Inc. Burke and Hecker, Inc. Inc.
1006 Cameron Street 1006 Cameron Street
Alexandria, VA 22314 Alexandria, VA 22314
(a consulting firm)
Laurel L. Wilkening Seagate Technology, Inc. Independent Consultant Seagate Technology, Inc.
920 Disc Drive 920 Disc Drive
Scotts Valley, CA 95066 Scotts Valley, CA 95066
</TABLE>
SCHEDULE 13D
-11-
<PAGE>
<TABLE>
<CAPTION>
Name, Address and
Business of Corporation or
Business or Principal Occupation Organization in
Name Residence Address or Employment Which Employed
- -------------------------- ----------------------- ------------------------- --------------------------
<S> <C> <C> <C>
Bernardo A. Carballo Seagate Technology, Inc. Executive Vice President, Seagate Technology, Inc.
920 Disc Drive Worldwide Sales, Marketing, 920 Disc Drive
Scotts Valley, CA 95066 Product Line Management and Scotts Valley, CA 95066
Customer Service Operations
William D. Watkins Seagate Technology, Inc. Executive Vice President Seagate Technology, Inc.
920 Disc Drive and Chief Operating Officer 920 Disc Drive
Scotts Valley, CA 95066 Scotts Valley, CA 95066
Townsend H. Porter, Jr. Seagate Technology, Inc. Executive Vice President, Seagate Technology, Inc.
920 Disc Drive Product and Technology 920 Disc Drive
Scotts Valley, CA 95066 Development and Chief Scotts Valley, CA 95066
Technical Officer
Charles C. Pope Seagate Technology, Inc. Executive Vice President, Seagate Technology, Inc.
920 Disc Drive Finance and Chief Financial 920 Disc Drive
Scotts Valley, CA 95066 Officer Scotts Valley, CA 95066
Don G. Colton Seagate Technology, Inc. Executive Vice President, Seagate Technology, Inc.
920 Disc Drive Corporate Quality 920 Disc Drive
Scotts Valley, CA 95066 Scotts Valley, CA 95066
William L. Hudson Seagate Technology, Inc. Senior Vice President, Seagate Technology, Inc.
920 Disc Drive General Counsel, and 920 Disc Drive
Scotts Valley, CA 95066 Corporate Secretary Scotts Valley, CA 95066
Donald L. Waite Seagate Technology, Inc. Executive Vice President Seagate Technology, Inc.
920 Disc Drive and Chief Administrative 920 Disc Drive
Scotts Valley, CA 95066 Officer Scotts Valley, CA 95066
</TABLE>
SCHEDULE 13D
-12-
