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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 4, 1998
VERITAS SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 000-22712 94-2823068
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1600 Plymouth St.
Mountain View, California 94043
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (650) 335-8000
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Item 5: Other Events
Adoption of Stockholder Rights Plan.
On October 4, 1998, the Board of Directors of VERITAS Software
Corporation (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, par value $0.001
per share (the "Common Shares"), of the Company. The dividend is payable to
stockholders of record on October 16, 1998 (the "Record Date"). In addition, one
Right shall be issued with each Common Share that becomes outstanding (i)
between the Record Date and the earliest of the Distribution Date, the
Redemption Date and the Final Expiration Date (as such terms are defined in the
Rights Agreement) or (ii) following the Distribution Date and prior to the
Redemption Date or Final Expiration Date, pursuant to the exercise of stock
options or under any employee plan or arrangement or upon the exercise,
conversion or exchange of other securities of the Company, which options or
securities were outstanding prior to the Distribution Date. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series A Junior Participating Preferred Stock, par value $0.001 per share
(the "Preferred Shares"), of the Company, at a price of $300.00, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent. A summary of the Rights and
Rights Agreement is included as Exhibit C to the Rights Agreement, which is
included as Exhibit 4.1 hereto.
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Item 7: Financial Statements and Exhibits.
(c) Exhibits
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4.1 Rights Agreement dated October 5, 1998 between the
Company and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent, which includes as Exhibit A the form
of Certificate of Designations of Series A Junior
Participating Preferred Stock, as Exhibit B the Form
of Right Certificate and as Exhibit C the Summary of
Rights to Purchase Preferred Shares. (Incorporated by
reference to the Company's Registration Statement on
Form 8-A filed with the Securities and Exchange
Commission on October 13, 1998.)
99.1 Press release of the Company dated October 6, 1998.
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SIGNATURE
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 hereunto duly authorized.
Dated: October 13, 1998
VERITAS SOFTWARE CORPORATION
By: /s/ Jay A. Jones
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Jay A. Jones
Vice-President, Corporate Counsel &
Secretary
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EXHIBIT INDEX
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Exhibit
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4.1 Rights Agreement dated October 5, 1998 between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent,
which includes as Exhibit A the form of Certificate of
Designations of Series A Junior Participating Preferred Stock,
as Exhibit B the Form of Right Certificate and as Exhibit C
the Summary of Rights to Purchase Preferred Shares.
(Incorporated by reference to the Company's Registration
Statement on Form 8-A filed with the Securities and Exchange
Commission on October 13, 1998.)
99.1 Press release of the Company dated October 6, 1998.
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EXHIBIT 99.1
[VERITAS LETTERHEAD]
NEWS
VERITAS SOFTWARE CORPORATION ADOPTS STOCKHOLDER RIGHTS PLAN
MOUNTAIN VIEW, CALIF., OCTOBER 6, 1998 -- VERITAS SOFTWARE CORPORATION
(NASDAQ: VRTS), today announced that its Board of Directors has adopted a
stockholder rights plan designed to protect the long-term value of the company
for its stockholders. The rights plan will not prevent an acquisition attempt,
but should encourage anyone seeking to acquire the company to negotiate with
the Board of Directors prior to attempting a takeover.
In connection with the plan, the Board declared a dividend of one
preferred share purchase right for each share of the Company's common stock
outstanding on October 16, 1998 (the "Record Date") and further directed the
issuance of one such right with respect to each share of the Company's common
stock that is issued after the Record Date, except in certain circumstances.
The rights will expire on October 16, 2008.
The rights are initially attached to the Company's common stock and will
not trade separately. If a person or a group (an "Acquiring Person") acquires
20 percent or more of the Company's common stock, or announces an intention to
make a tender offer for the Company's common stock the consummation of which
would result in a person or group becoming an Acquiring Person, then the rights
will be distributed (the "Distribution Date") and will thereafter trade
separately from the common stock.
After the Distribution Date, each right may be exercised for 1/100th of a
share of a newly designated Series A Junior Participating Preferred Stock at an
exercise price of $300.00. The preferred stock has been structured so that the
value of 1/100th of a share of such preferred stock will approximate the value
of one share of common stock.
Upon a person becoming an Acquiring Person, holders of the rights (other
than the Acquiring Person) will have the right to acquire shares of the
Company's common stock at a substantially discounted price.
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Additionally, if a person becomes an Acquiring Person and the Company is
acquired in a merger or other business combination, or 50 percent or more of
its assets are sold in a transaction with an Acquiring Person, the holders of
rights (other than the Acquiring Person) will have the right to receive shares
of common stock of the acquiring corporation at a substantially discounted
price.
After a person has become an Acquiring Person, the Company's Board of
Directors may, at its option, require the exchange of outstanding rights (other
than those held by the Acquiring Person) for common stock at an exchange ratio
of one share of the Company's common stock per right.
The Board may redeem outstanding rights at any time prior to a person
becoming an Acquiring Person at a price of $0.001 per right. Prior to such
time, the terms of the rights may be amended by the Board.
ABOUT VERITAS
VERITAS Software Corporation designs, develops and markets enterprise storage
management and high availability software products that manage both online and
offline data for business-critical computing systems. The Company's products
are designed to improve system performance, availability and manageability
while reducing the cost of administration. VERITAS products are delivered
through a worldwide direct sales force and a network of resellers and OEM
partners in North America, Europe, Asia-Pacific and Japan. The company's
corporate headquarters is located at 1600 Plymouth Street, Mountain View, CA
94043. Telephone 650-335-8000. Fax 650-335-8050. email [email protected].
WWW site: http://www.veritas.com/.
INVESTOR RELATIONS CONTACT:
Marge Duncan
Director, Investor Relations
VERITAS Software
(650) 526-2508
VERITAS and the VERITAS logo are registered trademarks of VERITAS Software
Corporation in the U.S. and other countries. Other product names mentioned
herein may be trademarks and/or registered trademarks of their respective
companies.
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