VERITAS SOFTWARE CORP
8-K, 1999-05-27
PREPACKAGED SOFTWARE
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<PAGE>   1
                       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)                    May 20, 1999

                          VERITAS Software Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                   <C>                    <C>
         Delaware                      000-22712                 94-2823068
- ----------------------------          ------------           -------------------
(State or other jurisdiction          (Commission              (IRS Employer
    of incorporation)                 File Number)           Identification No.)
</TABLE>

              1600 Plymouth Street, Mountain View, California 94043
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:        (650) 335-8000
                                                     ---------------------------


                                 Not applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>   2

Item 5.  Other Events

The Company notes that Seagate Software, Inc. filed a Current Report on Form 8-K
with the Commission on May 20, 1999 to provide certain supplemental quarterly
financial data for the Network & Storage Management Group business of Seagate
Software, Inc. The supplemental quarterly financial data reported was for all
quarters of fiscal 1997 and 1998 and for the first two quarters of fiscal 1999.
Net income/(loss) per share information was not provided because the Network &
Storage Management Group does not have a formal capital structure.

Seagate Software, Inc. reported that the supplemental quarterly financial data
has not been audited or reviewed by its independent auditors.

The data reported consists of the following:

Seagate Software, Inc.
Network & Storage Management Group
Supplemental Quarterly Financial Data

Quarterly for fiscal 1997
Not reviewed, in thousands

<TABLE>
<CAPTION>
                                                          QUARTERS ENDED
                             -----------------------------------------------------------------------
                             SEPT. 27, 1996      DEC. 27, 1996      MARCH 28, 1997     JUNE 28, 1997
                             --------------      -------------      --------------     -------------
<S>                          <C>                 <C>                <C>                 <C>
Revenue                      $  35,175           $  37,144          $  34,120           $  35,063
Gross Margin                    26,903              29,088             23,832              29,567
Loss from operations            (5,854)             (7,180)           (19,105)`            (8,969)
Net loss                        (4,319)             (5,848)           (15,621)             (7,412)
</TABLE>

The Seagate Software, Inc. Network & Storage Management Group results of the
quarter ended September 27, 1996 include a $780,000 write-off of developed
technology acquired in the Netlabs, Inc. acquisition. The results of the quarter
ended December 27, 1996 include write-offs totaling $1.3 million of developed
technology acquired in the Network Computing Inc., and Creative Interaction
Technologies, Inc., acquisitions. The results of the quarter ended March 28,
1997 include write-offs totaling $4.8 million of developed technology and
write-offs of $6.2 of goodwill acquired in the Calypso Software Systems, Inc.,
Frye Computer Systems and Palindrome acquisitions. The results of the quarter
ended June 28, 1997 include a restructuring charge netting to $2.5 million. This
charge was comprised of $3.4 million arising from the decision to shutdown the
Manchester operations and sell the technology acquired from Calypso Software
Systems, Inc., and the decision to consolidate the Seagate Software, Inc.
Network & Storage Management Group business which resulted in the shutdown of
Seagate Software's Cupertino facility. The $3.4 million restructuring charge was
reduced by $957,000 for the reversal of amounts pertaining to fiscal 1996
restructuring actions that were completed at less than originally estimated
costs.

                                       2

<PAGE>   3




Quarterly for fiscal 1998
Not reviewed, in thousands

<TABLE>
<CAPTION>
                                                             QUARTERS ENDED
                                -----------------------------------------------------------------------
                                 OCT. 3, 1997       JANUARY 2, 1998    APRIL 3, 1998      JULY 3, 1998
                                --------------      ---------------    -------------      ------------
<S>                             <C>                 <C>                <C>                 <C>

Revenue                           $  39,197           $  44,116         $  48,226          $  43,507
Gross Margin                         31,594              38,657            42,122             39,338
Income/(loss) from operations        (1,478)              2,856             7,871                181
Net income/(loss)                    (1,904)                655             3,919                186
</TABLE>

The Seagate Software Inc. Network & Storage Management Group business results of
the quarter ended January 2, 1998 include write-offs totaling $1.9 million
relating to the capitalized assembled workforce and associated goodwill of
Network Computing Inc., Netlabs, Inc., and Creative Interaction Technologies,
Inc. The results of the quarter ended July 3, 1998 include a $6.8 million
write-off of in-process research and development in connection with the
acquisition of Eastman Software Storage Management Group, Inc.

Quarterly for fiscal 1999
Not reviewed, in thousands
First and second quarters only

<TABLE>
<CAPTION>
                                                     QUARTERS ENDED
                                             ----------------------------------
                                             OCT. 2, 1998       JANUARY 1, 1999
                                             ------------       ---------------
<S>                                            <C>                 <C>
Revenue                                       $  48,533           $  58,867
Gross Margin                                     44,167              54,623
Income/(loss) from operations                     8,345              15,969
Net income/(loss)                                 4,001               9,322
</TABLE>

There were no unusual items to report in the quarters ended October 2, 1998 and
January 1, 1999.


                                       3

<PAGE>   4

                                   SIGNATURES



         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.



Dated:  May 26, 1999                   VERITAS SOFTWARE CORPORATION



                                       By: /s/ Jay Jones
                                           ----------------------------------
                                           Jay Jones
                                           Senior Vice President,
                                           Chief Administrative Officer,
                                           General Counsel and Secretary


                                       4


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