<PAGE> 1
As filed with the Securities and Exchange Commission on April 25, 1997
Registration No. 333- ______
------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VERITAS SOFTWARE CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 94-2823068
(State of Incorporation) (I.R.S. Employer Identification No.)
1600 PLYMOUTH STREET, MOUNTAIN VIEW, CALIFORNIA 94043
(Address of Principal Executive Office Including Zip Code)
OPTIONS GRANTED UNDER 1985 STOCK OPTION PLAN
OF VERITAS SOFTWARE CORPORATION, A CALIFORNIA CORPORATION,
ASSUMED BY REGISTRANT
OPTIONS GRANTED UNDER 1991 EXECUTIVE STOCK OPTION PLAN
OF VERITAS SOFTWARE CORPORATION, A CALIFORNIA CORPORATION,
ASSUMED BY REGISTRANT
1993 EQUITY INCENTIVE PLAN
OF VERITAS SOFTWARE CORPORATION, A CALIFORNIA CORPORATION,
AND OPTIONS GRANTED THEREUNDER, ASSUMED BY REGISTRANT
1993 DIRECTORS STOCK OPTION PLAN
OF VERITAS SOFTWARE CORPORATION, A CALIFORNIA CORPORATION
AND OPTIONS GRANTED THEREUNDER, ASSUMED BY REGISTRANT
1993 EMPLOYEE STOCK PURCHASE PLAN
OF VERITAS SOFTWARE CORPORATION, A CALIFORNIA CORPORATION,
AND OPTIONS GRANTED THEREUNDER, ASSUMED BY REGISTRANT
OPTIONS GRANTED UNDER 1992 STOCK PLAN
OF OPENVISION TECHNOLOGIES, INC. ASSUMED BY REGISTRANT
OPTIONS GRANTED UNDER 1996 DIRECTOR OPTION PLAN
OF OPENVISION TECHNOLOGIES, INC. ASSUMED BY REGISTRANT
OPTIONS GRANTED UNDER 1996 EMPLOYEE STOCK PURCHASE PLAN
OF OPENVISION TECHNOLOGIES, INC. (DURING THE CURRENT OFFERING
PERIOD) ASSUMED BY REGISTRANT
(Full Title of the Plans)
MARK LESLIE, CHIEF EXECUTIVE OFFICER
VERITAS SOFTWARE CORPORATION
1600 PLYMOUTH STREET
MOUNTAIN VIEW, CALIFORNIA 94043
(415) 335-8000
(Name, Address and Telephone Number of Agent for Service)
COPIES TO:
Jacqueline A. Daunt, Esq.
Lynda M. Twomey, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
(415) 494-0600
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be Registered to be Offering Price Aggregate Registration
Registered Per Share Offering Price Fee
- ----------------------- ---------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock 1,802,842(1) $18.07(3) $ 32,577,355 $ 9,871
Common Stock 966,064(2) $ 6.22(4) $ 6,008,918 $ 1,821
Common Stock 104,080(5) $26.41(7) $ 2,748,753 $ 833
Common Stock 3,034,115(6) $30.19(8) $ 91,599,932 $27,755
Total: 5,907,101 - $132,934,958 $40,280
</TABLE>
FOOTNOTES
---------
(1) Shares subject to outstanding options under the VERITAS Software
Corporation 1985 Stock Option Plan, the VERITAS Software Corporation 1991
Executive Stock Option Plan, the VERITAS Software Corporation 1993 Equity
Incentive Plan and the VERITAS Software Corporation 1993 Directors Stock
Option Plan.
(2) Shares subject to outstanding options under the OpenVision Technologies,
Inc. 1992 Stock Plan and the OpenVision Technologies, Inc. 1996 Director
Option Plan.
(3) Weighted average per share exercise price of outstanding options under
the plans referenced in footnote (1) above determined pursuant to Rule
457(h)(1) for the purpose of calculating the registration fee.
(4) Weighted average per share exercise price of outstanding options under
the plans referenced in footnote (2) above determined pursuant to Rule
457(h)(1) for the purpose of calculating the registration fee.
(5) Shares reserved for issuance pursuant to outstanding options under the
OpenVision Technologies, Inc. 1996 Employee Stock Purchase Plan.
(6) Shares reserved for issuance and not yet subject to options under the
VERITAS Software Corporation 1993 Equity Incentive Plan, VERITAS Software
Corporation 1993 Directors Stock Option Plan, and the VERITAS Software
Corporation 1993 Employee Stock Purchase Plan.
(7) Fair market value per share (calculated as provided for the open offering
period pursuant to the plan referenced in footnote (5) above, as adjusted
by the Exchange Ratio, as such term is defined in Registrant's Form S-4
referenced below) determined pursuant to Rule 457(h)(1) for the purpose
of calculating the registration fee.
(8) Estimated as of April 22, 1997 pursuant to Rule 457(c) and Rule 457(h)(1)
solely for the purpose of calculating the registration fee.
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2
<PAGE> 3
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Joint Proxy Statement/Prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), filed on March 28, 1997 with the Commission
that contains (i) audited financial statements for the
Registrant's latest fiscal year for which such statements have
been filed and (ii) unaudited, pro forma, combined, condensed,
consolidated financial statements which present VERITAS Software
Corporation and OpenVision Technologies, Inc. on a combined basis
assuming a business combination accounted for as a pooling of
interests.
(b) The description of the Registrant's Common Stock incorporated by
reference in the Registrant's Form 8-B registration statement
filed with the Commission under Section 12 of the Exchange Act on
April 25, 1997, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
The financial statements, appearing in Registrant's Registration
Statement on Form S-4, filed with the Commission on March 24, 1997 (File No.
333-23859) ("Form S-4") and related Joint Proxy Statement/Prospectus, as of
December 31, 1995 and 1996, and for each of the three years in the period ended
December 31, 1996, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are, and the audited financial statements
to be included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Commission) given
upon the authority of such firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach or
alleged breach of their duty of care. In addition, as permitted by Section 145
of the Delaware General Corporation Law, the Bylaws of Registrant provide that:
(i) the Registrant is required to indemnify its directors and officers and
employees, and persons serving in such capacities in other business enterprises
(including, for example,
3
<PAGE> 4
subsidiaries of the Registrant) at the Registrant's request, to the fullest
extent permitted by Delaware law, including those circumstances in which
indemnification would otherwise be discretionary; (ii) the Registrant is
required to advance expenses, as incurred, to such directors, officers and
employees in connection with defending a proceeding (except that it is not
required to advance expenses to a person against whom the Registrant brings a
claim for breach of the duty of loyalty, failure to act in good faith,
intentional misconduct, knowing violation of law or deriving an improper
personal benefit); (iii) the rights conferred in the Bylaws are not exclusive
and the Registrant is authorized to enter into indemnification agreements with
its directors, officers and employees; (iv) the Registrant is required to
maintain director and officer liability insurance to the extent reasonably
available; and (v) the Registrant may not retroactively amend the Bylaw
provisions in a way that is adverse to such directors, officers and employees.
The Registrant intends to enter into indemnity agreements with each of its
executive officers and directors that provide the maximum indemnity allowed to
officers and directors by Section 145 of the Delaware General Corporation Law
and the Bylaws, as well as certain additional procedural protections. In
addition, the indemnity agreements will provide that officers and directors will
be indemnified to the fullest possible extent not prohibited by law against all
expenses (including attorney's fees) and settlement amounts paid or incurred by
them in any action or proceeding, including any derivative action by or in the
right of the Registrant, on account of their services as directors or officers
of the Registrant or as directors or officers of any other company or enterprise
when they are serving in such capacities at the request of the Registrant. No
indemnity will be provided, however, to any director or officer on account of
conduct that is adjudicated to be knowingly fraudulent, deliberately dishonest
or willful misconduct. The indemnity agreements will also provide that no
indemnification will be available if a final court adjudication determines that
such indemnification is not lawful, or in respect of any accounting of profits
made from the purchase or sale of securities of the Registrant in violation of
Section 16(b) of the Exchange Act.
The indemnification provision in the Bylaws, and the indemnity agreements
to be entered into between the Registrant and its officers and directors, may be
sufficiently broad to permit indemnification of the Registrant's officers and
directors for liability arising under the Securities Act.
The Registrant also intends to obtain director and officer liability
insurance.
<TABLE>
<CAPTION>
ITEM 8. EXHIBITS.
- ------- ---------
<S> <C> <C>
4.01 Registrant's Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.01 of the
Form S-4).
4.02 Registrant's Bylaws (incorporated herein by reference
to Exhibit 3.02 of the Form S-4).
4.03 Form of Registration Rights Agreement entered into between
Registrant and a certain stockholder of Registrant
(incorporated herein by reference to Exhibit 4.02 of the
Form S-4).
</TABLE>
4
<PAGE> 5
<TABLE>
<S> <C> <C>
4.04 Form of VERITAS Affiliate Agreement dated January 13, 1997
entered into between Registrant, VERITAS Software
Corporation, a California corporation ("VERITAS
California"), OpenVision Technologies, Inc. ("OpenVision")
and certain shareholders of VERITAS California
(incorporated herein by reference to Exhibit 4.04 of the
Form S-4).
4.05 Form of OpenVision Affiliate Agreement dated January 13,
1997 entered into between Registrant, VERITAS California,
OpenVision and certain stockholders of OpenVision
(incorporated herein by reference to Exhibit 4.05 of the
Form S-4).
4.06 Form of Nomination Agreement entered into between
Registrant and a certain stockholder of Registrant
(incorporated herein by reference to Exhibit 4.06 of the
Form S-4).
4.07 VERITAS California's 1985 Stock Option Plan, as amended,
and related documents (incorporated herein by reference to
Exhibit 10.01 of VERITAS California's Registration
Statement on Form S-1 (File No. 33-70726) filed with the
Commission on October 22, 1993 (the "VERITAS Form S-1")).
4.08 VERITAS California's 1991 Executive Stock Option Plan, as
amended, and related documents (incorporated herein by
reference to Exhibit 10.02 of the VERITAS Form S-1).
4.09 VERITAS California's 1993 Equity Incentive Plan, as
amended and related documents (incorporated herein by
reference to Exhibit 10.03 of the Form S-4).
4.10 VERITAS California's 1993 Directors Stock Option Plan, as
amended and related documents (incorporated herein by
reference to Exhibit 10.04 of the Form S-4).
4.11 VERITAS California's 1993 Employee Stock Purchase Plan, as
amended (incorporated herein by reference to Exhibit 10.05
of the Form S-4).
4.12 OpenVision's 1992 Stock Option Plan, as amended, and
related documents (incorporated herein by reference to
Exhibit 10.02 of OpenVision's Registration Statement on
Form S-1 (File No. 333-1724) declared effective on May 7,
1996 (the "OpenVision Form S-1")).
4.13 OpenVision's 1996 Director Option Plan, and related
documents (incorporated herein by reference to Exhibit
10.04 of the OpenVision Form S-1).
4.14 OpenVision's 1996 Employee Stock Purchase Plan, as amended
(incorporated herein by reference to Exhibit 10.19 of the
Form S-4).
</TABLE>
5
<PAGE> 6
<TABLE>
<S> <C> <C>
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Ernst & Young LLP, independent auditors.
24.01 Power of Attorney (see page 9).
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement
6
<PAGE> 7
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered hereby,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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7
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, State of California, on the 25th day
of April, 1997.
VERITAS Software Corporation
By: /s/ Mark Leslie
---------------------------------
Mark Leslie
President and Chief Executive Officer
8
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual and corporation
whose signature appears below constitutes and appoints Mark Leslie and Kenneth
Lonchar, and each of them, his or its true and lawful attorneys-in-fact and
agents with full power of substitution, for him or it and in his or its name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or it
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER
AND DIRECTOR:
/s/ Mark Leslie
- ---------------------------------
Mark Leslie President, Chief Executive April 25, 1997
Officer, and Co-Chairman
of the Board
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
/s/ Kenneth Lonchar
- ---------------------------------
Kenneth Lonchar Chief Financial Officer and April 25, 1997
Vice President, Finance
ADDITIONAL DIRECTORS:
/s/ Geoffrey Squire
- ---------------------------------
Geoffrey Squire Co-Chairman of the Board April 25, 1997
/s/ Fred van den Bosch
- ---------------------------------
Fred van den Bosch Director April 25, 1997
</TABLE>
9
<PAGE> 10
<TABLE>
<S> <C> <C>
/s/ Steven Brooks
- ---------------------------------
Steven Brooks Director April 25, 1997
/s/ William Janeway
- ---------------------------------
William Janeway Director April 25, 1997
- ---------------------------------
Roel Pieper Director April 25, 1997
/s/ Joseph Rizzi
- ---------------------------------
Joseph Rizzi Director April 25, 1997
</TABLE>
10
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C> <C>
4.01 Registrant's Certificate of Incorporation (incorporated
herein by reference to Exhibit 3.01 of the Form S-4).
4.02 Registrant's Bylaws (incorporated herein by reference to
Exhibit 3.02 of the Form S-4).
4.03 Form of Registration Rights Agreement entered into between
Registrant and a certain stockholder of Registrant
(incorporated herein by reference to Exhibit 4.02 of the
Form S-4).
4.04 Form of VERITAS Affiliate Agreement dated January 13, 1997
entered into between Registrant, VERITAS Software
Corporation, a California corporation ("VERITAS
California"), OpenVision Technologies, Inc. ("OpenVision")
and certain shareholders of VERITAS California
(incorporated herein by reference to Exhibit 4.04 of the
Form S-4).
4.05 Form of OpenVision Affiliate Agreement dated January 13,
1997 entered into between Registrant, VERITAS California,
OpenVision and certain stockholders of OpenVision
(incorporated herein by reference to Exhibit 4.05 of the
Form S-4).
4.06 Form of Nomination Agreement entered into between
Registrant and a certain stockholder of Registrant
(incorporated herein by reference to Exhibit 4.06 of the
Form S-4).
4.07 VERITAS California's 1985 Stock Option Plan, as amended,
and related documents (incorporated herein by reference to
Exhibit 10.01 of VERITAS California's Registration
Statement on Form S-1 (File No. 33-70726) filed with the
Commission on October 22, 1993 (the "VERITAS Form S-1")).
4.08 VERITAS California's 1991 Executive Stock Option Plan, as
amended, and related documents (incorporated herein by
reference to Exhibit 10.02 of the VERITAS Form S-1).
</TABLE>
<PAGE> 12
<TABLE>
<S> <C> <C>
4.09 VERITAS California's 1993 Equity Incentive Plan, as
amended and related documents (incorporated herein by
reference to Exhibit 10.03 of the Form S-4).
4.10 VERITAS California's 1993 Directors Stock Option Plan, as
amended and related documents (incorporated herein by
reference to Exhibit 10.04 of the Form S-4).
4.11 VERITAS California's 1993 Employee Stock Purchase Plan, as
amended (incorporated herein by reference to Exhibit 10.05
of the Form S-4).
4.12 OpenVision's 1992 Stock Option Plan, as amended, and
related documents (incorporated herein by reference to
Exhibit 10.02 of OpenVision's Registration Statement on
Form S-1 (File No. 333-1724) declared effective on May 7,
1996 (the "OpenVision Form S-1")).
4.13 OpenVision's 1996 Director Option Plan, and related
documents (incorporated herein by reference to Exhibit
10.04 of the OpenVision Form S-1).
4.14 OpenVision's 1996 Employee Stock Purchase Plan, as amended
(incorporated herein by reference to Exhibit 10.19 of the
Form S-4).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of Ernst & Young LLP, independent auditors.
24.01 Power of Attorney (see page 9).
</TABLE>
<PAGE> 1
FENWICK & WEST LLP
TWO PALO ALTO SQUARE
PALO ALTO, CA 94304
EXHIBIT 5.01
------------
April 25, 1997
VERITAS Software Corporation
1600 Plymouth Street
Mountain View, CA 94043
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by you with the Securities and
Exchange Commission (the "Commission") on or about April 25, 1997 in connection
with the registration under the Securities Act of 1933, as amended, of an
aggregate of 5,907,101 shares of your Common Stock, par value $0.001 per share
(the "Stock"), subject to issuance by you upon the exercise of:
(a) stock options granted under the 1985 Stock Option Plan (the "1985
Plan") of VERITAS Software Corporation, a California corporation ("VERITAS
California"), which are being assumed by you pursuant to the terms of the
Agreement and Plan of Reorganization dated January 13, 1997 entered into between
VERITAS California, OpenVision Technologies, Inc., a Delaware corporation
("OpenVision") and you (the "Plan of Reorganization");
(b) stock options granted under the 1991 Executive Stock Option Plan
(the "1991 Plan") of VERITAS California, which are being assumed by you pursuant
to the terms of the Plan of Reorganization;
(c) stock options granted under the 1992 Stock Plan (the "1992 Plan") of
OpenVision, which are being assumed by you pursuant to the terms of the Plan of
Reorganization;
(d) awards to be granted under the 1993 Equity Incentive Plan (the
"Equity Incentive Plan") of VERITAS California, and outstanding stock options
granted thereunder, which Equity Incentive Plan and options are being assumed by
you pursuant to the terms of the Plan of Reorganization;
(e) stock options to be granted under the 1993 Directors Stock Option
Plan (the "Directors Plan") of VERITAS California, and outstanding stock options
granted thereunder, which Directors Plan and options are being assumed by you
pursuant to the terms of the Plan of Reorganization;
(f) purchase options to be granted under the 1993 Employee Stock
Purchase Plan (the "Stock Purchase Plan") of VERITAS California, and outstanding
purchase options granted thereunder, which Stock Purchase Plan and purchase
options are being assumed by pursuant to the terms of the Plan of
Reorganization.
<PAGE> 2
(g) stock options granted under the 1996 Director Option Plan (the "1996
Directors Plan") of OpenVision, which are being assumed by you pursuant to the
terms of the Plan of Reorganization;
(h) purchase options granted under the 1996 Employee Stock Purchase Plan
(the "OpenVision Purchase Plan") of OpenVision, which are being assumed by you
pursuant to the terms of the Plan of Reorganization.
The plans referred to in clauses (a) through (h) above are collectively
referred to in this letter as the "Plans". In rendering this opinion, we have
examined the following:
(1) your registration statement on Form S-4 (File Number 333-23859)
filed with and declared effective by the Commission on March 24,
1997, together with the Exhibits filed as a part thereof,
including without limitation, each of the Plans and related stock
option grant and exercise agreements;
(2) the Registration Statement, together with the Exhibits filed as
a part thereof;
(3) the Prospectuses prepared in connection with the Registration
Statement;
(4) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in your
minute books and the minute books of VERITAS California, that are
in our possession; and
(4) the stock records for both you and VERITAS California that you
have provided to us.
(5) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and
other representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all natural persons executing the same, the lack
of any undisclosed terminations, modifications, waivers or amendments to any
documents reviewed by us and the due execution and delivery of all documents
where due execution and delivery are prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information obtained from public
officials and records included in the documents referred to above. We have made
no independent investigation or other attempt to verify the accuracy of any of
such information or to determine the existence or non-existence of any other
factual matters; however, we are not aware of any facts that would lead us to
believe that the opinion expressed herein is not accurate.
Based upon the foregoing, it is our opinion that the 5,907,101 shares of
Stock that may be issued and sold by you upon the exercise of (a) stock options
assumed under the 1985 Plan, the 1991 Plan, the 1992 Plan and the 1996 Directors
Plan, (b) awards assumed or to be granted under the Equity Incentive Plan, (c)
stock options assumed or to be granted under the Directors Plan,
<PAGE> 3
(d) purchase rights granted or to be granted under the Stock Purchase Plan, and
(e) purchase rights to be assumed under the OpenVision Purchase Plan, when
issued and sold in accordance with the applicable plan and stock option or
purchase agreements to be entered into thereunder, and in the manner referred to
in the relevant Prospectus associated with the Registration Statement, will be
legally issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and is intended solely for the
your use as an exhibit to the Registration Statement for the purpose of the
above sale of the Stock and is not to be relied upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
By: /s/ Fenwick & West LLP
-------------------------------
Jacqueline A. Daunt, Partner
<PAGE> 1
EXHIBIT 23.02
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1985 Stock Option Plan, 1991
Executive Stock Option Plan, 1992 Stock Plan, 1993 Equity Incentive Plan, 1993
Directors Stock Option Plan, 1993 Employee Stock Purchase Plan, 1996 Director
Option Plan and the 1996 Employee Stock Purchase Plan of VERITAS Software
Corporation and to the incorporation by reference therein of our report dated
January 31, 1997, with respect to the consolidated financial statements and
schedule of VERITAS Software Corporation included in its Annual Report (Form
10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
San Jose, California
April 24, 1997
