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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 July 20, 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 July 20, 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 Conversion
Notes Beneficially Shares That May Be
Owned That Percentage of Notes Sold (1)(2)
Selling Securityholder May Be Sold Outstanding
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<S> <C> <C> <C>
Warburg Dillon Read LLC............... $33,375,000 33.4% 517,441
</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.
