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As filed with the Securities and Exchange Commission on June 2, 1999
Registration No. 333-25927
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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VERITAS OPERATING CORPORATION
(Exact name of issuer as specified in its charter)
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DELAWARE 94-2823068
(State of Incorporation) (I.R.S. Employer Identification No.)
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1600 PLYMOUTH STREET
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of Principal Executive Office, Including Zip Code)
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OPTIONS GRANTED UNDER 1985 STOCK OPTION PLAN
OF VERITAS SOFTWARE CORPORATION, A CALIFORNIA CORPORATION,
ASSUMED BY REGISTRANT
OPTIONS GRANTED UNDER 1991 EXECUTIVE STOCK OPTION PLAN
OF VERITAS SOFTWARE CORPORATION, A CALIFORNIA CORPORATION,
ASSUMED BY REGISTRANT
1993 EQUITY INCENTIVE PLAN
OF VERITAS SOFTWARE CORPORATION, A CALIFORNIA CORPORATION,
AND OPTIONS GRANTED THEREUNDER, ASSUMED BY REGISTRANT
1993 DIRECTORS STOCK OPTION PLAN
OF VERITAS SOFTWARE CORPORATION, A CALIFORNIA CORPORATION
AND OPTIONS GRANTED THEREUNDER, ASSUMED BY REGISTRANT
1993 EMPLOYEE STOCK PURCHASE PLAN
OF VERITAS SOFTWARE CORPORATION, A CALIFORNIA CORPORATION,
AND OPTIONS GRANTED THEREUNDER, ASSUMED BY REGISTRANT
OPTIONS GRANTED UNDER 1992 STOCK PLAN
OF OPENVISION TECHNOLOGIES, INC. ASSUMED BY REGISTRANT
OPTIONS GRANTED UNDER 1996 DIRECTOR OPTION PLAN
OF OPENVISION TECHNOLOGIES, INC. ASSUMED BY REGISTRANT
OPTIONS GRANTED UNDER 1996 EMPLOYEE STOCK PURCHASE PLAN
OF OPENVISION TECHNOLOGIES, INC., ASSUMED BY REGISTRANT
(Full Title of the Plans)
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MARK LESLIE
CHIEF EXECUTIVE OFFICER
VERITAS OPERATING CORPORATION
1600 PLYMOUTH STREET
MOUNTAIN VIEW, CALIFORNIA 94043
(415) 335-8000
(Name, Address and Telephone Number of Agent for Service)
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Copies to:
HORACE L. NASH, ESQ.
DARREN L. NUNN, ESQ.
FENWICK & WEST LLP
TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
(415) 494-0600
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Registration Statement No. 333-25927 (the "Registration Statement") covered
an aggregate of 5,907,101 shares of Registrant's common stock issuable pursuant
to the following plans on a delayed or continuous basis: the 1985 Stock Option
Plan, 1991 Executive Stock Option Plan, 1992 Stock Plan, 1993 Equity Incentive
Plan, 1993 Directors Stock Option Plan, 1993 Employee Stock Purchase Plan, 1996
Director Option Plan and 1996 Employee Stock Purchase Plan.
On May 28, 1999, pursuant to the terms of an Amended and Restated Agreement
and Plan of Reorganization dated April 15, 1999 by and among the Registrant
(formerly known as VERITAS Software Corporation), VERITAS Holding Corporation, a
Delaware corporation (presently known as VERITAS Software Corporation), Seagate
Technology, Inc., Seagate Software, Inc. and Seagate Software Network & Storage
Management Group, Inc., the Registrant became a wholly owned subsidiary of
VERITAS Software Corporation, each share of the Registrant's common stock issued
and outstanding on that date was automatically converted into one share of
common stock of VERITAS Software Corporation and each outstanding option to
purchase shares of the Registrant's common stock was automatically assumed and
converted into an option to purchase an equivalent number of shares of common
stock of VERITAS Software Corporation.
Pursuant to Rule 478 promulgated under the Securities Act of 1933, as
amended, and the undertaking contained in the Registration Statement pursuant to
Item 512(a)(3) of Regulation S-K under the Securities Act of 1933, the
Registrant hereby removes from registration the shares of its common stock that
remain unsold as of the date hereof.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, State of California, on the 1st day of
June, 1999.
VERITAS Operating Corporation
By: /s/ Jay A. Jones
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Jay A. Jones
Senior Vice President,
Chief Administrative Officer and Secretary
