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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-47265
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 12, 1998)
VERITAS SOFTWARE CORPORATION
U.S. $100,000,000
5 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2004 AND
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF
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This document supplements the Prospectus dated June 12, 1998 relating to U.S.
$100,000,000 aggregate principal amount of 5 1/4% Convertible Subordinated
Notes due 2004 (the "Notes") of VERITAS Software Corporation, a Delaware
corporation (the "Company"), under the Securities Act of 1933, as amended (the
"Securities Act"), and the shares of Common Stock, $0.001 par value of the
Company ("Common Stock"), issuable upon the conversion of the Notes (the
"Conversion Shares"). The notes registered hereby were issued and sold on
October 10, 1997 (the "Original Offering") pursuant to an Indenture dated
October 1, 1997 (the "Indenture") in transactions exempt from the registration
requirements of the Securities Act by UBS Securities LLC, as the initial
purchaser (the "Initial Purchaser") of the Notes, to "qualified institutional
buyers" (as defined by Rule 144A under the Securities Act). The Notes and the
Common Stock issuable upon conversion thereof may be offered and sold from time
to time by the holders named herein or by their transferees, pledgees, donees
or their successors (collectively, the "Selling Securityholders") pursuant to
this Prospectus Supplement. This Prospectus Supplement is incorporated by
reference into the Prospectus and should be read in conjunction with the
Prospectus. All terms used herein shall have the meaning assigned to them in
the Prospectus.
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SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THE
ACCOMPANYING PROSPECTUS FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is September 3, 1998.
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The following information supplements and updates the information found on
pages 39-41 of the Prospectus under the caption "Selling Securityholders" by
amending such information based upon certain information furnished to the
Company through September 3, 1998, as to the security ownership of the Selling
Securityholders to add the following to the list of Selling Securityholders:
<TABLE>
<CAPTION>
Principal Amount of Number of
Notes Beneficially Conversion Shares
Owned That Percentage of That May Be
Selling Securityholder May Be Sold Notes Outstanding Sold(1)(2)
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<S> <C> <C> <C>
GLG Market Neutral Fund ...... $2,000,000.00 2.0% 31,007
</TABLE>
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(1) Includes shares of Common Stock issuable upon conversion of the Notes.
(2) Assumes a conversion price of $64.50 per share and a cash payment in lieu
of any fractional share interest; such conversion price is subject to
adjustment as described under "Description of Notes -- Conversion."
Accordingly, the number of Shares of Common Stock issuable upon conversion
of the Notes may increase or decrease from time to time. Under the terms
of the Indenture, fractional shares will not be issued upon conversion
of the Notes; cash will be paid in lieu of fractional shares, if any.
