VERITAS SOFTWARE CORP
8-K, 1997-10-14
PREPACKAGED SOFTWARE
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<PAGE>   1
                       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): October 3, 1997


                          VERITAS Software Corporation
- --------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                    Delaware
                 ----------------------------------------------
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)


             0-22712                                          94-2823068
             -------                                          ----------
          (COMMISSION                                       (IRS EMPLOYER
          FILE NUMBER)                                     IDENTIFICATION NO.)


              1600 Plymouth Street, Mountain View, California 94043
               ---------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


                                 (650) 335-8000
              ----------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


                                 Not Applicable
          -------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)



<PAGE>   2
ITEM 5.        OTHER EVENTS

               On October 3, 1997, the Company issued a press release announcing
its intention, subject to market and other conditions, to raise $100 million
(excluding the proceeds of any over-allotment option) through a private offering
of Convertible Subordinated Notes within the United States to qualified
institutional buyers and outside the United States to non-U.S. investors. A copy
of the press release is filed as Exhibit 99.1 and incorporated herein by
reference.



ITEM 7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS

        (c)    Exhibits

               Exhibit Number       Exhibit

               99.1                 Press Release, dated October 3, 1997, of 
                                    VERITAS Software Corporation



                                   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 thereunto duly authorized.



                                       VERITAS Software Corporation


Date:  October 14, 1997                By: /s/ Jay A. Jones
                                           --------------------------
                                           Jay A. Jones
                                           Vice President, Corporate Counsel &
                                           Secretary

<PAGE>   3
                                INDEX TO EXHIBITS



<TABLE>
<CAPTION>
        Exhibit
         Number                  Description of Exhibit
         ------                  ----------------------
<S>                      <C>
         99.1            Press Release, dated October 3, 1997, of VERITAS
                         Software Corporation
</TABLE>





<PAGE>   1
                                  EXHIBIT 99.1


      Press Release, dated October 3, 1997, of VERITAS Software Corporation


<PAGE>   2

                              [VERITAS LETTERHEAD]

           VERITAS(R) SOFTWARE ANNOUNCES PROPOSED PRIVATE OFFERING OF
                         CONVERTIBLE SUBORDINATED NOTES


        MOUNTAIN VIEW, CA, OCTOBER 3, 1997 - VERITAS Software Corporation
(Nasdaq:VRTS) today announced that it intends, subject to market and other
conditions, to raise $100 million (excluding the proceeds of any over allotment
option) through a private offering of convertible subordinated notes within the
United States to qualified institutional buyers and outside the United States to
non-U.S. investors.

        The Company stated that it intends to use the net proceeds of the
offering for general corporate purposes, including working capital, possible
facilities expansion or acquisition of complementary businesses, products and
technologies, none of which has as yet been identified.

        The notes are convertible into shares of common stock of the Company and
will have a seven year term. No other terms were discussed.

        The securities to be offered will not be registered under the Securities
Act of 1933, as amended (the "Securities Act"), or any state securities laws,
and unless so registered, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws.

        This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute an offer,
solicitation of sale in any jurisdiction in which such offering would be
unlawful.


                                            # # #
Contacts:
Ken Lonchar                                 Marge Duncan
Vice President, Finance & CFO               Director, Investor Relations
VERITAS Software Corporation                VERITAS  Software Corporation
(650) 526-2501                              (650) 526-2508
[email protected]                            [email protected]


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