<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 6
TO
SCHEDULE 13E-3
TRANSACTION STATEMENT
UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
VERITAS SOFTWARE TECHNOLOGY CORPORATION
(formerly known as SEAGATE TECHNOLOGY, INC.)
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(NAME OF THE ISSUER)
VERITAS SOFTWARE TECHNOLOGY CORPORATION
(formerly known as SEAGATE TECHNOLOGY, INC.)
VERITAS SOFTWARE CORPORATION
SUEZ ACQUISITION COMPANY (CAYMAN) LIMITED
STEPHEN J. LUCZO
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(NAMES OF PERSONS FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
811804 10 3
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(CUSIP NUMBER OF CLASS OF SECURITIES)
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Mark Leslie David J. Roux
Chief Executive Officer Suez Acquisition Company
and Chairman of the Board (Cayman) Limited
VERITAS Software Corporation P.O. Box 265GT
1600 Plymouth Street Walker House
untain View, California 94043 George Town
(650) 335-8000 Grand Cayman
Cayman Islands
(650) 233-8120
</TABLE>
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSONS FILING STATEMENT)
COPIES TO:
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Larry W. Sonsini, Esq. Michael A. Schwartz, Esq. William E. Curbow, Esq.
Michael J. Kennedy, Esq. Willkie Farr & Gallagher Simpson Thacher & Bartlett
Wilson Sonsini Goodrich & Rosati 787 Seventh Avenue 425 Lexington Avenue
Professional Corporation New York, New York 10019 New York, New York 10017
650 Page Mill Road (212) 728-8000 (212) 455-2000
Palo Alto, California 94043
(650) 493-9300
</TABLE>
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement subject
to Regulation 14A (secs. 240.14a-1 through 240.14b-2), Regulation 14C
(secs. 240.14c-1 through 240.14c-101) or Rule 13e-3(c)
(sec. 240.13e(c)) under the Securities Exchange Act of 1934 ("the Act").
b. [X] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
$13,008,250 $2,601,650
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* For purposes of calculating the filing fee only. The filing fee was calculated
by multiplying (i) the estimated number of shares of common stock, par value
$.01 per share, of Seagate Technology, Inc. ("Seagate Shares") (244,000,000)
being exchanged for cash and shares of common stock, par value $.001, of
VERITAS Software Corporation ("VERITAS Shares") in the merger, by (ii) the
average of the high and low prices for a Seagate Share on the New York Stock
Exchange on November 21, 2000. The filing fee, calculated in accordance with
Regulation 240.0-11 under the Securities Exchange Act of 1934, equals
one-fiftieth of one percent of the amount determined pursuant to the preceding
sentence. The entire amount of this filing fee is offset, as described below.
[X] Check the box if any part of the fee is offset as provided by
sec. 240.0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
The entire amount of the filing fee is offset by the registration fee
paid in connection with the filing of a Registration Statement on Form
S-4 by VERITAS Software Corporation.
Form or Registration No.: Form S-4 originally filed on July 13, 2000; Schedule
14A (File nos. 1-11403 and 0-26247) originally filed on May 19, 2000; and
Schedule 13E-3 (file no. 1-11403) originally filed on May 19, 2000.
Filing Party: VERITAS Software Corporation (Form S-4); VERITAS Software
Corporation and Seagate Technology, Inc. (Schedule 14A); and VERITAS Software
Corporation, Seagate Technology, Inc., Suez Acquisition Company (Cayman) Limited
and Stephen J. Luczo (Schedule 13E-3).
Date Filed: May 19, 2000 (Schedule 14A and Schedule 13E-3); and July 13, 2000
(Form S-4).
<PAGE> 2
INTRODUCTION
This Amendment No. 6 to the Schedule 13E-3 Transaction Statement (this
"Transaction Statement") is being filed by VERITAS Software Technology
Corporation, (formerly known as Seagate Technology, Inc. ("Seagate")), a
Delaware corporation ("VERITAS Software"), VERITAS Software Corporation, a
Delaware corporation ("VERITAS"), Suez Acquisition Company (Cayman) Limited, a
limited company organized under the laws of the Cayman Islands ("SAC"), and
Stephen J. Luczo in connection with the (i) sale of Seagate's operating
property and assets to a designee of 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 Delaware corporation and a wholly owned subsidiary
of Seagate ("Seagate Software"), and (ii) merger of a wholly owned subsidiary
of VERITAS 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, Victory
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of
VERITAS ("Merger Sub"), and Seagate. The sale 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, 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
the purchaser and are not entitled to receive any consideration in the Merger.
The designated Seagate assets which were not sold consist of (i) the capital
stock of Seagate Software, (ii) Seagate's investments in VERITAS, Gadzoox
Networks, Inc. and Lernout & Hauspie Speech Products N.V., (iii) Seagate's cash
in excess of approximately $765 million and an additional amount of cash
necessary to satisfy Seagate's tax liabilities, satisfy its tax withholding
obligations arising upon the acceleration of Seagate options which occurred at
the effective time of the Merger, and redeem its existing indebtedness that was
acquired in the Stock Purchase, and (iv) 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 closing
of the Stock Purchase, Merger Sub merged with and into Seagate and each
outstanding share of Seagate common stock (other than certain shares which were
cancelled) was converted into the right to receive a proportionate share of the
merger consideration, which consists of (i) 109,330,300 shares of VERITAS common
stock, (ii) an additional 67,336 shares of VERITAS common stock, based on a
negotiated discount to the market value of Seagate's investments in Gadzoox
Networks shortly before the effective time of the Merger, (iii) 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 (iv) the right to receive the value of certain tax refunds
received and credits utilized by VERITAS that are attributable to Seagate and
relate to periods ending on or 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.
held by Seagate at the time of the Merger will 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 distributed to the Seagate
stockholders or sold and the net proceeds thereof distributed. As a result of
the Merger, Seagate became a wholly owned subsidiary of VERITAS and was renamed
VERITAS Software Technology Corporation, and VERITAS indirectly acquired all of
the designated assets described above that were not purchased in connection
with the Stock Purchase.
This Transaction Statement is being filed with the Securities and Exchange
Commission in connection with the transactions described above, which are
described in more detail in a Registration Statement on Form S-4 (file no.
333-41318) filed by VERITAS with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Registration Statement"). A copy of
the joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus")
included in the Registration Statement has previously been filed as an exhibit
to this Transaction Statement. The information in the Joint Proxy
Statement/Prospectus, including all schedules, exhibits, appendices and annexes
thereto, is hereby incorporated by reference in this Transaction Statement in
response to all or some of the items set forth in Schedule 13E-3 under the
Securities and Exchange Act of 1934, as amended, and the responses to each item
set forth below are qualified in their entirety by the provisions of the Joint
Proxy Statement/Prospectus. Specific item numbers from Schedule 13E-3, including
the applicable sections of Regulation M-A, are included in this Transaction
Statement only to the extent necessary to provide information that is not in the
Joint Proxy Statement/Prospectus but is required to be disclosed pursuant to
<PAGE> 3
Schedule 13E-3. Capitalized terms used but not otherwise defined in this
Transaction Statement shall have the respective meanings ascribed thereto in the
Joint Proxy Statement/Prospectus.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS
(b) Business and Background of Entities.
(c) Business and Background of Natural Persons.
VERITAS Software Technology Corporation, the surviving corporation of the
merger of Victory Merger Sub, Inc., (formerly known as Seagate Technology, Inc.)
with and into Seagate, is a Delaware corporation. Its principal executive
offices are located at 1600 Plymouth Street, Mountain View, California 94043 and
its primary telephone number is (650) 335-8000. None of VERITAS Software's
directors or executive officers has during the past five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been 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 activities subject to, federal or state securities
laws or finding any violation of such laws.
VERITAS Software Corporation is a Delaware corporation. Its principal
executive offices are located at 1600 Plymouth Street, Mountain View, California
94043 and its primary telephone number is (650) 335-8000. None of VERITAS'
directors or executive officers has during the past five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been 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 activities subject to, federal or state securities
laws or finding any violation of such laws.
Silver Lake Partners, L.P. is a Delaware limited partnership. Its principal
executive offices are located at 2725 Sand Hill Road, Building C, Menlo Park, CA
94025 and its primary telephone number is (650) 233-8120. David J. Roux is the
sole director of SAC, a Managing Member of Silver Lake Technology Associates,
LLC, which is the general partner of Silver Lake Partners, L.P., and a Managing
Member of Silver Lake Technology Management. Mr. Roux served as Executive Vice
President of Oracle Corporation from 1994 to 1998 and Chief Executive Officer of
Liberate Technologies from February 1998 to November 1998. Mr. Roux remains the
Chairman and a director of Liberate Technologies. Mr. Roux's primary business
address is c/o Silver Lake Partners, L.P., 2725 Sand Hill Road, Building C,
Menlo Park, CA 94025.
None of SAC, Silver Lake Partners, L.P., or any director or executive
officer of SAC or Silver Lake Partners, L.P., has during the past five years (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been 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 activities subject to, federal or state securities
laws or finding any violation of such laws.
Stephen J. Luczo was the President and Chief Executive Officer and a
director of Seagate and is a director of VERITAS.
ITEM 16. EXHIBITS
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(a)(1) Joint Proxy Statement/Prospectus for Special Meetings of
Stockholders of Seagate Technology, Inc. and VERITAS Software
Corporation, dated October 19, 2000 included as part of Amendment
No. 3 to the Registration Statement on Form S-4 filed by VERITAS on
October 19, 2000 (file no. 333-41318).*
(b)(1) Credit Agreement, dated as of November 22, 2000, among New SAC,
Seagate Technology International, as Cayman Borrower, Seagate
Technology (U.S.) Holdings Inc., as U.S. Borrower, the Lenders party
thereto and The Chase Manhattan Bank, as Administrative Agent.
(c)(1) Presentation by Morgan Stanley & Co. Incorporated to the Board of
Directors of Seagate Technology, Inc., dated March 22, 2000.*
(c)(2) Presentation by Morgan Stanley & Co. Incorporated to the Board of
Directors of Seagate Technology, Inc., dated March 29, 2000.*
(c)(3) Presentation by Morgan Stanley & Co. Incorporated to the Board of
Directors of Seagate Technology, Inc., dated August 25, 2000.*
(c)(4) Presentation by Credit Suisse First Boston Corporation to members
of the Board of Directors of VERITAS Software Corporation, dated
March 23, 2000.*
(c)(5) Opinion of Morgan Stanley & Co. Incorporated, dated March 29, 2000.*
(c)(6) Opinion of Morgan Stanley & Co. Incorporated, dated August 29, 2000
(included as part of the Joint Proxy Statement/Prospectus filed as
Exhibit (a)(1)).
(c)(7) Opinion of Credit Suisse First Boston Corporation, dated March 29,
2000 (included as part of the Joint Proxy Statement/Prospectus filed
as Exhibit (a)(1)).
(c)(8) Presentation by Lehman Brothers to the Board of Directors of Seagate
Technology, Inc., dated October 30, 2000.*
(e)(1) Statement Regarding Conflicts of Interest (included as part of the
Joint Proxy Statement/Prospectus filed as Exhibit (a)(1)).
(f)(1) Statement of Appraisal Rights (included as part of the Joint Proxy
Statement/Prospectus filed as Exhibit (a)(1)).
(h)(1) Tax Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included as part of the Joint Proxy Statement/
Prospectus filed as Exhibit (a)(1)).
(h)(2) Tax Opinion of Willkie Farr & Gallagher (included as part of the
Joint Proxy Statement/Prospectus filed as Exhibit (a)(1)).
(h)(3) Form of Closing Tax Opinion of Willkie Farr & Gallagher (included
as part of the Registration Statement, as Exhibit 8.03).
(h)(4) Form of Closing Tax Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation (included as part of the Registration
Statement, as Exhibit 8.04).
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* Previously filed.
<PAGE> 4
SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
SUBJECT COMPANY AND FILING PERSON:
VERITAS SOFTWARE TECHNOLOGY CORPORATION
(formerly known as Seagate Technology, Inc.)
By: /s/ Jay A. Jones
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Name: Jay A. Jones
Title: Senior Vice President,
Chief Administrative Officer
and Secretary
ADDITIONAL FILING PERSONS:
VERITAS SOFTWARE CORPORATION
By: /s/ Jay A. Jones
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Name: Jay A. Jones
Title: Senior Vice President and
Chief Administrative Officer
SUEZ ACQUISITION COMPANY (CAYMAN) LIMITED
By: /s/ David J. Roux
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Name: David J. Roux
Title: Director
/s/ Stephen J. Luczo
-------------------------------------------
Stephen J. Luczo
<PAGE> 5
EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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(a)(1) Joint Proxy Statement/Prospectus for Special Meetings of
Stockholders of Seagate Technology, Inc. and VERITAS Software
Corporation, dated October 19, 2000 included as part of Amendment
No. 3 to the Registration Statement on Form S-4 filed by VERITAS on
October 19, 2000 (file no. 333-41318).*
(b)(1) Credit Agreement, dated as of November 22, 2000, among New SAC, Seagate
Technology International, as Cayman Borrower, Seagate Technology (U.S.)
Holdings Inc., as U.S. Borrower, the Lenders party thereto and The
Chase Manhattan Bank, as Administrative Agent.
(c)(1) Presentation by Morgan Stanley & Co. Incorporated to the
Board of Directors of Seagate Technology, Inc., dated March 22, 2000.*
(c)(2) Presentation by Morgan Stanley & Co. Incorporated to the
Board of Directors of Seagate Technology, Inc., dated March 29, 2000.*
(c)(3) Presentation by Morgan Stanley & Co. Incorporated to the Board of
Directors of Seagate Technology, Inc., dated August 25, 2000.*
(c)(4) Presentation by Credit Suisse First Boston Corporation to members of
the Board of Directors of VERITAS Software Corporation,
dated March 23, 2000.*
(c)(5) Opinion of Morgan Stanley & Co. Incorporated, dated March 29, 2000.*
(c)(6) Opinion of Morgan Stanley & Co. Incorporated, dated August 29, 2000
(included as part of the Joint Proxy Statement/Prospectus filed as
Exhibit (a)(1)).
(c)(7) Opinion of Credit Suisse First Boston Corporation, dated
March 29, 2000 (included as part of the Joint Proxy
Statement/Prospectus filed as Exhibit (a)(1)).
(c)(8) Presentation by Lehman Brothers to the Board of Directors of Seagate
Technology, Inc., dated October 30, 2000.*
(e)(1) Statement Regarding Conflicts of Interest (included as part
of the Joint Proxy Statement/Prospectus filed as Exhibit (a)(1)).
(f)(1) Statement of Appraisal Rights (included as part of the Joint Proxy
Statement/Prospectus filed as Exhibit (a)(1)).
(h)(1) Tax Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included as part of the Joint Proxy Statement/Prospectus
filed as Exhibit (a)(1)).
(h)(2) Tax Opinion of Willkie Farr & Gallagher (included as part of the Joint
Proxy Statement/Prospectus filed as Exhibit (a)(1)).
(h)(3) Form of Closing Tax Opinion of Willkie Farr & Gallagher (included as
part of the Registration Statement, as Exhibit 8.03).
(h)(4) Form of Closing Tax Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation (included as part of the Registration
Statement, as Exhibit 8.04).
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* Previously filed.
