<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER 0-22712
----------------
VERITAS SOFTWARE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2823068
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1600 PLYMOUTH STREET
MOUNTAIN VIEW, CALIFORNIA 94043
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (650) 335-8000
----------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(TITLE OF CLASS)
----------------
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of January 30, 1998, 30,841,854 shares of Common Stock of Registrant were
outstanding. The aggregate market value of the shares held by non-affiliates of
the Registrant (based upon the closing price of the Registrant's Common Stock on
January 30, 1998 of $49.13 per share) was approximately $1,186,395,000.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF REGISTRANT'S DEFINITIVE PROXY STATEMENT TO BE FILED PURSUANT TO
REGULATION 14A PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES EXCHANGE ACT OF 1934, WHICH IS ANTICIPATED TO BE FILED WITHIN 120
DAYS AFTER THE END OF THE REGISTRANT'S FISCAL YEAR ENDED DECEMBER 31, 1997, ARE
INCORPORATED BY REFERENCE IN PART III HEREOF.
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1
<PAGE> 2
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)The following documents are filed as part of this report:
(1) FINANCIAL STATEMENTS
The following financial statements are filed as part of this Annual Report on
Form 10-K:
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Consolidated Balance Sheets as of December 31, 1997 and December 31, 1996................... 35
Consolidated Statements of Operations for the years ended December 31, 1997, 1996 and 1995.. 36
Consolidated Statements of Stockholders' Equity for the years ended December 31, 1997, 1996 37
and 1995....................................................................................
Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995.. 38
Notes to Consolidated Financial Statements.................................................. 39
Report of Ernst & Young LLP, Independent Auditors........................................... 50
</TABLE>
(2) FINANCIAL STATEMENT SCHEDULES
The following financial statement schedule for the years ended December 31,
1997, 1996 and 1995 should be read in conjunction with the consolidated
financial statements of VERITAS Software Corporation filed as part of this
Annual Report on Form 10-K:
<TABLE>
<S> <C>
Schedule II-- Valuation and Qualifying Accounts and Reserves................................ 51
</TABLE>
Schedules other than that listed above have been omitted since they are
either not required, not applicable, or because the information required is
included in the consolidated financial statements or the notes thereto.
<PAGE> 3
(3) EXHIBITS
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
2.01 Agreement and Plan of Reorganization by and among the Registrant,
VERITAS Software Corporation, a California corporation ("VERITAS
California") and OpenVision dated January 13, 1997 (incorporated by
reference to Exhibit 2.01 of the Registrant's Registration Statement
on Form S-4 filed with the Securities and Exchange Commission on March
24, 1997 (the "Form S-4"))
3.01 Registrant's Certificate of Incorporation (incorporated by reference
to Exhibit 3.01 to the Form S-4)
3.02 Registrant's Bylaws (incorporated by reference to Exhibit 3.02 to the
Form S-4)
4.01 Registration Rights Agreement between the Registrant and Warburg,
Pincus Investors, L.P. dated April 25, 1997 (incorporated by reference
to Exhibit 4.01 of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997 (the "June 1997 Form 10-Q"))
4.02 Nomination Agreement between the Registrant and Warburg, Pincus
Investors, L.P. dated April 25, 1997 (incorporated by reference to
Exhibit 4.02 to the June 1997 Form 10-Q).
4.03 Indenture dated as of October 1, 1997 between the Registrant and State
Street Bank and Trust Company of California, N.A. (incorporated by
reference to Exhibit 4.06 of the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997 (the "September 1997
Form 10-Q"))
4.04 Registration Rights Agreement dated as of October 1, 1997 between the
Registrant and UBS Securities LLC (incorporated by reference to
Exhibit 4.07 to the September 1997 Form 10-Q)
10.01 Registrant's 1993 Equity Incentive Plan, as amended (incorporated by
reference to Exhibit 10.03 to the Form S-4)
10.02 Registrant's 1993 Directors Stock Option Plan, as amended
(incorporated by reference to Exhibit 10.04 to the Form S-4)
10.03 Registrant's 1993 Employee Stock Purchase Plan, as amended
(incorporated by reference to Exhibit 10.05 to the Form S-4)
10.04 OpenVision Technologies, Inc. 1996 Employee Stock Purchase Plan, as
amended (incorporated by reference to Exhibit 10.19 to the Form S-4)
10.05 Registrant's 1997 Chief Executive Officer Compensation Plan*(1)
10.06 Registrant's 1997 Executive Officer Compensation Plan*(1)
10.07 Key Employee Agreement between Registrant, VERITAS California, and Jay
A. Jones (incorporated by reference to Exhibit 10.18 to the Form S-4)*
10.08 Key Employee Agreement between the Registrant, VERITAS California and
Geoffrey W. Squire*(1)
10.09 Key Employee Agreement between the Registrant, VERITAS California, and
Kenneth E. Lonchar*(1)
10.10 Key Employee Agreement between the Registrant, VERITAS California, and
Paul A. Sallaberry*(1)
10.11 Office Building Lease, dated September 2, 1994, as amended, by and
between the Registrant and John Arriliaga and Richard T. Peery
regarding property located in Mountain View, California (incorporated
herein by reference to Exhibit 10.09 of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1994 filed with the SEC
on March 29, 1995)
10.12 Amendment No 1. to Office Building Lease dated May 28, 1997 by and
between the Registrant and John Arriliaga and Richard T. Perry (1)
10.13 Agreement dated November 7, 1996 between VERITAS Software India Pvt.
Ltd. and Talwalkar & Talwalkar and Mr. Rajendra Dattatraya Pathak,
Mrs. Kamal Trimbak Nighojkar, Mrs. Bakul Prabhakar Pathak, Mrs. Nalini
Manohar Saraf, Mr. Narhar Vaman Pandit, Mr. Madhav Narhar Pandit, Ms.
Madhavi Damodar Thite, and Ms. Medha Narhar Pandit relating to the
development of certain premises in Pune, India (incorporated by
reference to Exhibit 10.12 to the Form S-4)
21.01 Subsidiaries of the Registrant (1)
23.01 Consent of Ernst & Young LLP, Independent Auditors (1)
27.01 Financial Data Schedule (1)
27.02 Restated Financial Data Schedule for the three months ended March 31,
1996 (2)
27.03 Restated Financial Data Schedule for the six months ended June 30,
1996 (2)
<PAGE> 4
27.04 Restated Financial Data Schedule for the nine months ended September
30, 1996 (2)
27.05 Restated Financial Data Schedule for the year ended December 31, 1996
(2)
27.06 Restated Financial Data Schedule for the three months ended March 31,
1997 (2)
27.07 Restated Financial Data Schedule for the six months ended June 30,
1997 (2)
27.08 Restated Financial Data Schedule for the nine months ended September
30, 1997 (2)
- ----------
* Management contract or compensatory plan or arrangements.
(1) Previously filed on March 2, 1998 with Registrant's Form 10-K for the year
ended December 31, 1998.
(2) Filed herewith.
(b) REPORTS ON FORM 8-K
(i) The Company filed a report on Form 8-K dated October 3, 1997 which
included the following items:
Item 5. Disclosure of a press release filed by the Company announcing its
intention to raise $100 million through a private offering of Convertible
Subordinated Notes.
Item 7(c). The Company filed the following exhibit:
99.1 Press Release, dated October 3, 1997, of VERITAS Software Corporation
(ii) The Company filed a report on Form 8-K dated October 10, 1997 which
included the following items:
Item 5. Disclosure of a press release filed by the Company announcing its
intention to sell $100 million of its 5 1/4% Convertible Subordinated Notes due
2004.
Item 7(c). The Company filed the following exhibit:
99.1 Press Release, dated October 10, 1997, of VERITAS Software Corporation
<PAGE> 5
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to the
report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Mountain View, State of California, on the 8th day of April 1998.
VERITAS Software Corporation
Registrant
/s/ Kenneth E. Lonchar
------------------------------------------
Kenneth E. Lonchar
Vice President, Finance
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER AND
DIRECTOR:
/s/ Mark Leslie
- --------------------------------------------------- President, Chief Executive April 8, 1998
Mark Leslie Officer and Co-Chairman of
the Board
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:
/s/ Kenneth E. Lonchar
- --------------------------------------------------- Vice President, Finance and April 8, 1998
Kenneth E. Lonchar Chief Financial Officer
ADDITIONAL DIRECTORS:
Co-Chairman of the Board April ___, 1998
- ---------------------------------------------------
Geoffrey W. Squire
/s/ Fred van den Bosch
- --------------------------------------------------- Director April 8, 1998
Fred van den Bosch
/s/ Steven Brooks
- --------------------------------------------------- Director April 8, 1998
Steven Brooks
/s/ William Janeway
- --------------------------------------------------- Director April 8, 1998
William Janeway
/s/ Roel Pieper
- --------------------------------------------------- Director April 8, 1998
Roel Pieper
/s/ Joseph Rizzi
- --------------------------------------------------- Director April 8, 1998
Joseph Rizzi
</TABLE>
<PAGE> 6
INDEX TO EXHIBITS
27.02 Restated Financial Data Schedule for the three months ended March 31,
1996
27.03 Restated Financial Data Schedule for the six months ended June 30, 1996
27.04 Restated Financial Data Schedule for the nine months ended September 30,
1996
27.05 Restated Financial Data Schedule for the year ended December 31, 1996
27.06 Restated Financial Data Schedule for the three months ended March 31,
1997
27.07 Restated Financial Data Schedule for the six months ended June 30, 1997
27.08 Restated Financial Data Schedule for the nine months ended September 30,
1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996 AND THE
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997,
1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM
10-K FOR THE PERIOD ENDED DECEMBER 31, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 5,442
<SECURITIES> 27,870
<RECEIVABLES> 11,240
<ALLOWANCES> 613
<INVENTORY> 0
<CURRENT-ASSETS> 46,266
<PP&E> 11,804
<DEPRECIATION> 6,894
<TOTAL-ASSETS> 52,154
<CURRENT-LIABILITIES> 18,978
<BONDS> 0
0
0
<COMMON> 140,101
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 52,154
<SALES> 12,496
<TOTAL-REVENUES> 15,298
<CGS> 563
<TOTAL-COSTS> 12,235
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 120
<INCOME-PRETAX> 3,240
<INCOME-TAX> 391
<INCOME-CONTINUING> 2,849
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,849
<EPS-PRIMARY> 0.11
<EPS-DILUTED> 0.10
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996 AND THE
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997,
1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM
10-K FOR THE PERIOD ENDED DECEMBER 31, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 18,293
<SECURITIES> 44,859
<RECEIVABLES> 11,452
<ALLOWANCES> 609
<INVENTORY> 0
<CURRENT-ASSETS> 75,791
<PP&E> 13,223
<DEPRECIATION> 7,852
<TOTAL-ASSETS> 83,320
<CURRENT-LIABILITIES> 16,769
<BONDS> 0
0
0
<COMMON> 176,816
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 83,320
<SALES> 27,297
<TOTAL-REVENUES> 33,188
<CGS> 1,338
<TOTAL-COSTS> 28,633
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 190
<INCOME-PRETAX> 5,219
<INCOME-TAX> 809
<INCOME-CONTINUING> 4,410
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,410
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.15
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996 AND THE
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997,
1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM
10-K FOR THE PERIOD ENDED DECEMBER 31, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 8,087
<SECURITIES> 57,242
<RECEIVABLES> 10,621
<ALLOWANCES> 622
<INVENTORY> 0
<CURRENT-ASSETS> 77,516
<PP&E> 15,212
<DEPRECIATION> 8,790
<TOTAL-ASSETS> 86,095
<CURRENT-LIABILITIES> 15,540
<BONDS> 0
0
0
<COMMON> 177,469
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 86,095
<SALES> 41,712
<TOTAL-REVENUES> 50,894
<CGS> 2,166
<TOTAL-COSTS> 43,570
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 8,948
<INCOME-TAX> 1,288
<INCOME-CONTINUING> 7,660
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,660
<EPS-PRIMARY> 0.27
<EPS-DILUTED> 0.25
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996 AND THE
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997,
1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM
10-K FOR THE PERIOD ENDED DECEMBER 31, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 17,411
<SECURITIES> 50,145
<RECEIVABLES> 15,971
<ALLOWANCES> 697
<INVENTORY> 0
<CURRENT-ASSETS> 85,514
<PP&E> 16,705
<DEPRECIATION> 9,708
<TOTAL-ASSETS> 94,524
<CURRENT-LIABILITIES> 18,101
<BONDS> 0
0
0
<COMMON> 178,768
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 94,524
<SALES> 59,223
<TOTAL-REVENUES> 72,746
<CGS> 3,020
<TOTAL-COSTS> 60,888
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 14,300
<INCOME-TAX> 2,171
<INCOME-CONTINUING> 12,129
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,129
<EPS-PRIMARY> 0.42
<EPS-DILUTED> 0.39
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996 AND THE
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997,
1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM
10-K FOR THE PERIOD ENDED DECEMBER 31, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 15,995
<SECURITIES> 50,830
<RECEIVABLES> 22,124
<ALLOWANCES> 1,037
<INVENTORY> 0
<CURRENT-ASSETS> 92,938
<PP&E> 18,104
<DEPRECIATION> 10,410
<TOTAL-ASSETS> 102,573
<CURRENT-LIABILITIES> 20,155
<BONDS> 0
0
0
<COMMON> 180,524
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 102,573
<SALES> 20,523
<TOTAL-REVENUES> 25,610
<CGS> 836
<TOTAL-COSTS> 19,961
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6,484
<INCOME-TAX> 1,067
<INCOME-CONTINUING> 5,417
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,417
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.17
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996 AND THE
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997,
1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM
10-K FOR THE PERIOD ENDED DECEMBER 31, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 23,065
<SECURITIES> 45,383
<RECEIVABLES> 28,079
<ALLOWANCES> 1,141
<INVENTORY> 0
<CURRENT-ASSETS> 97,930
<PP&E> 19,450
<DEPRECIATION> 11,123
<TOTAL-ASSETS> 106,944
<CURRENT-LIABILITIES> 25,181
<BONDS> 0
0
0
<COMMON> 181,556
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 106,944
<SALES> 43,687
<TOTAL-REVENUES> 54,544
<CGS> 1,677
<TOTAL-COSTS> 50,743
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5,471
<INCOME-TAX> 1,736
<INCOME-CONTINUING> 3,735
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,735
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.12
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996 AND THE
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997,
1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM
10-K FOR THE PERIOD ENDED DECEMBER 31, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 18,838
<SECURITIES> 57,146
<RECEIVABLES> 32,328
<ALLOWANCES> 1,776
<INVENTORY> 0
<CURRENT-ASSETS> 109,407
<PP&E> 21,086
<DEPRECIATION> 11,845
<TOTAL-ASSETS> 119,318
<CURRENT-LIABILITIES> 28,634
<BONDS> 0
0
0
<COMMON> 183,620
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 119,318
<SALES> 67,719
<TOTAL-REVENUES> 85,362
<CGS> 2,819
<TOTAL-COSTS> 74,151
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 13,786
<INCOME-TAX> 3,315
<INCOME-CONTINUING> 10,471
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,471
<EPS-PRIMARY> 0.35
<EPS-DILUTED> 0.32
</TABLE>
