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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 10, 1997
VERITAS Software Corporation
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-22712 94-2823068
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(COMMISSION (IRS EMPLOYER
FILE NUMBER) IDENTIFICATION NO.)
1600 Plymouth Street, Mountain View, California 94043
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(650) 335-8000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Not Applicable
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
On October 10, 1997, the Company issued a press release
announcing that it has entered into an agreement to sell $100 million of its 5
1/4% Convertible Subordinated Notes due 2004 in an offering within the United
States to qualified institutional buyers. 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
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99.1 Press Release, dated October 10, 1997, of
VERITA 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
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Vice President, Corporate Counsel &
Secretary
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
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<S> <C>
99.1 Press Release, dated October 10, 1997, of VERITAS
Software Corporation
</TABLE>
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EXHIBIT 99.1
Press Release, dated October 10, 1997, of VERITAS Software Corporation
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[VERITAS LETTERHEAD]
VERITAS(R) SOFTWARE CORPORATION PRICES $100 MILLION CONVERTIBLE
SUBORDINATED NOTE OFFERING
MOUNTAIN VIEW, CA, OCTOBER 10, 1997 - VERITAS Software Corporation
(Nasdaq:VRTS) announced today that it has entered into an agreement to sell $100
million of its 5 1/4% Convertible Subordinated Notes due 2004 in an offering
within the United States to qualified institutional buyers.
The offering is expected to close on October 14, 1997. The Company has
granted the initial purchaser a 30-day option to purchase an additional $15
million of notes to cover over-allotments, if any.
The notes will be convertible into common stock of the Company at a
conversion price of $64.50 per share (equivalent to a conversion rate of
approximately 15.5 shares per $1,000 principal amount of notes), representing an
initial conversion premium of 50%, for a total of approximately 1.55 million
shares of common stock of the Company (1.78 million shares if the initial
purchaser's over-allotment option is exercised in full). The notes have a
seven-year term and will be non-callable for the first five years.
The Company intends to use the proceeds of the offering for general
corporate purposes, including working capital, possible facilities expansion or
acquisitions of businesses, products and technologies that would complement the
Company's business.
This announcement is neither an offer to sell nor a solicitation to buy
any of these securities.
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.
# # #
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]
