VERITY INC \DE\, S-3/A, 1999-08-02

VERITY INC \DE\
S-3/A, 1999-08-02
COMPUTER PROCESSING & DATA PREPARATION

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 1999.

REGISTRATION NO. 333-82525
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 2

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

VERITY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
DELAWARE 77-0182779
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ORGANIZATION)
</TABLE>

894 ROSS DRIVE SUNNYVALE, CA 94089
(408) 541-1500

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

GARY J. SBONA
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
VERITY, INC.
894 ROSS DRIVE SUNNYVALE, CA 94089
(408) 541-1500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

WITH A COPY TO:

<TABLE>
<S> <C>
TIMOTHY J. MOORE, ESQ. NORA L. GIBSON, ESQ.
BRETT D. WHITE, ESQ. LINDSAY C. FREEMAN, ESQ.
JOHN T. MCKENNA, ESQ. ELISA S. LEE, ESQ.
LISA A. FELDMAN, ESQ. BROBECK, PHLEGER & HARRISON LLP
COOLEY GODWARD LLP ONE MARKET STREET
FIVE PALO ALTO SQUARE SPEAR STREET TOWER
3000 EL CAMINO REAL SAN FRANCISCO, CALIFORNIA 94105
PALO ALTO, CALIFORNIA 94306 (415) 442-0900
(650) 843-5000
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED AUGUST 2, 1999

PROSPECTUS

1,775,000 SHARES
[VERITY LOGO]

COMMON STOCK

Of the 1,775,000 shares of our common stock being sold in this offering,
Verity, Inc. is selling 1,500,000 shares and the selling stockholders are
selling 275,000 shares. We will not receive any of the proceeds from the sale of
shares by the selling stockholders.

Our common stock is quoted on the Nasdaq National Market under the symbol
VRTY. On July 30, 1999, the last reported sale price of our common stock was
$49.50 per share.

OUR BUSINESS INVOLVES SIGNIFICANT RISKS. THESE RISKS ARE DESCRIBED UNDER
THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 5.

The Securities and Exchange Commission and state securities regulators have
not approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.

-------------------------

<TABLE>
<CAPTION>
PER SHARE TOTAL
<S> <C> <C>
Public offering price....................................... $ $
Underwriting discounts and commissions...................... $ $
Proceeds, before expenses, to Verity........................ $ $
Proceeds, before expenses, to the selling stockholders...... $ $
</TABLE>

The underwriters may also purchase from us up to an additional 266,250
shares of common stock at the public offering price, less the underwriting
discounts and commissions, to cover over-allotments.

The underwriters expect to deliver the shares in New York, New York on
, 1999.

-------------------------

SG COWEN
BANC OF AMERICA SECURITIES LLC

DAIN RAUSCHER WESSELS
A DIVISION OF DAIN RAUSCHER
INCORPORATED

SOUNDVIEW TECHNOLOGY GROUP

, 1999
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 5
Recent Developments................... 15
Forward-Looking Statements............ 15
Use of Proceeds....................... 16
Price Range of Common Stock........... 16
Dividend Policy....................... 16
Capitalization........................ 17
Selected Consolidated Financial
Data................................ 18
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 19
</TABLE>

<TABLE>
<CAPTION>
Page
<S> <C>
Business.............................. 28
Management............................ 40
Certain Transactions.................. 43
Principal and Selling Stockholders.... 44
Description of Capital Stock.......... 45
Underwriting.......................... 48
Legal Matters......................... 49
Experts............................... 49
Information Incorporated by
Reference........................... 49
Where You Can Find More Information... 50
Index to Consolidated Financial
Statements.......................... F-1
</TABLE>

-------------------------

YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. WE ARE OFFERING TO SELL AND SEEKING OFFERS TO BUY
SHARES OF OUR COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF
THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK.

-------------------------

WE OWN OR HAVE RIGHTS TO TRADEMARKS OR TRADE NAMES THAT WE USE IN
CONJUNCTION WITH THE OPERATION OF OUR BUSINESS. WE OWN THE VERITY, VERITY LOGO
AND TOPICS TRADEMARKS IN THE UNITED STATES. THIS PROSPECTUS ALSO INCLUDES
TRADEMARKS OWNED BY OTHER PARTIES.
<PAGE> 4

PROSPECTUS SUMMARY

The following is only a summary. You should carefully read the more
detailed information contained in this prospectus, including our consolidated
financial statements and related notes. Our business involves significant risks.
You should carefully consider the information under the heading "Risk Factors."

VERITY, INC.

We develop, market and support knowledge retrieval software products for
corporate intranets and extranets, online publishers and electronic commerce
providers, original equipment manufacturers, or OEMs, and independent software
vendors. Our comprehensive and integrated product family enables enterprise-wide
document indexing, classification, search and retrieval, organization and
navigation, personalized dissemination, and hybrid online and CD publishing all
from the same underlying Verity information index. Our products organize and
provide simple, single-point access to business information across the entire
enterprise. By doing so, our products create a corporate portal, thereby
leveraging the value of existing corporate investments in intranets and network
infrastructure.

Organizations seek to build intranets, extranets and e-commerce sites that
are easy to navigate and well-organized. Our products are designed to enable
corporate employees to find information quickly and to enable e-commerce sites
to increase revenue by facilitating rapid and precise searches for their
customers. Also, because our products are designed to work together, our
customers may deploy basic retrieval technology and later incorporate more
sophisticated classification and dissemination technology as their business
needs expand. Additionally, because we offer enterprise and departmental
solutions, our customers' investments are preserved by our capability to expand
to support the largest document repositories and corporate intranets and
extranets.

Our software has been licensed directly to over 1,000 corporations,
government agencies, software developers, information publishers and e-commerce
vendors. We focus on three core markets, intranet-based knowledge retrieval
applications for large corporate and government organizations, information
retrieval solutions for e-commerce and electronic publishers, and embedded
solutions for OEMs. We pursue sales opportunities within organizations and
government agencies through the efforts of our direct sales force, and our
products are also sold indirectly through a network of OEMs, value added
resellers and system integrators.

Our objective is to maintain and expand our position as a leader in
knowledge retrieval solutions for our three core markets. Key elements of our
strategy to achieve this objective are as follows:

- capitalize on the growth of corporate intranets and extranets;

- increase our penetration of the electronic commerce market;

- enhance our sales and marketing capabilities; and

- expand our product and service offerings.

We were organized as a California corporation in March 1988 and
reincorporated in Delaware in September 1995. Our principal executive offices
are located at 894 Ross Drive, Sunnyvale, California 94089, and our telephone
number is (408) 541-1500. We maintain a web site at http://www.verity.com. The
reference to our web address does not constitute incorporation by reference of
the information contained at the site.

3
<PAGE> 5

THE OFFERING

Common stock Verity is offering............. 1,500,000 shares
Common stock offered by the selling
stockholders................................ 275,000 shares
Common stock to be outstanding after the
offering.................................... 14,580,912 shares
Use of proceeds............................. General corporate purposes,
including working capital and
potential acquisitions

Nasdaq National Market symbol............... VRTY

The number of shares of common stock to be outstanding after this offering
is based on the number of shares outstanding as of May 31, 1999, and excludes:

- 4,272,067 shares subject to options outstanding as of May 31, 1999, at a
weighted average exercise price of $14.70 per share, that will not be
exercised by the selling stockholders in connection with this offering;

- 1,190,965 additional shares that we could issue under our stock option
plans;

- 324,931 additional shares that we could issue under our employee stock
purchase plan; and

- any shares that may be issued pursuant to the underwriters'
over-allotment option.

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following summary consolidated financial data is derived and qualified
in its entirety by our consolidated financial statements and related notes. The
information under "As Adjusted" in the consolidated balance sheet data below
reflects the receipt of the estimated net proceeds from the sale by us of the
1,500,000 shares of common stock in this offering at an assumed public offering
price of $49.50 and the receipt of proceeds from the exercise of options to
purchase the 275,000 shares of common stock being sold by the selling
stockholders in this offering.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MAY 31,
-----------------------------------------------------
1995 1996 1997 1998 1999
------- ------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF OPERATIONS
DATA:
Revenues:
Software products.................... $10,143 $24,472 $ 34,934 $ 28,658 $48,327
Service and other.................... 5,743 6,246 7,737 10,200 16,098
------- ------- -------- -------- -------
Total revenues............... 15,886 30,718 42,671 38,858 64,425
------- ------- -------- -------- -------
Total costs of revenues................ 3,549 4,859 6,580 7,604 5,878
------- ------- -------- -------- -------
Gross profit........................... 12,337 25,859 36,091 31,254 58,547
------- ------- -------- -------- -------
Income/(loss) from operations.......... (5,582) (1,391) (19,482) (17,663) 11,653
Net income/(loss)...................... (5,838) (313) (17,931) (16,510) 12,130
------- ------- -------- -------- -------
Net income/(loss) per
share -- diluted..................... $ (2.18) $ (0.12) $ (1.65) $ (1.47) $ 0.88
======= ======= ======== ======== =======
Number of shares used in per share
calculation -- diluted............... 3,635 7,829 10,840 11,225 13,850
======= ======= ======== ======== =======
</TABLE>

<TABLE>
<CAPTION>
MAY 31, 1999
----------------------
ACTUAL AS ADJUSTED
------- -----------
<S> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents................................... $ 7,907 $ 79,120
Working capital............................................. 33,282 104,495
Total assets................................................ 65,026 136,239
Stockholders' equity........................................ 43,419 114,632
</TABLE>

See Note 2 of Notes to Consolidated Financial Statements for an explanation
of the determinations of the number of shares used in computing per share data.

4
<PAGE> 6

RISK FACTORS

You should carefully consider the risks described below before making an
investment decision. You should also refer to the other information in this
prospectus, including our financial statements and the related notes. The risks
and uncertainties described below are not the only risks and uncertainties we
face. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial also may impair our business operations. If any of the
following risks actually occur, our business, results of operations and
financial condition would suffer. In that event the trading price of our common
stock could decline, and you may lose all or part of your investment in our
common stock. The risks discussed below also include forward-looking statements
and our actual results may differ substantially from those discussed in these
forward-looking statements.

RISKS RELATED TO OUR BUSINESS

OUR GROWTH RATE MAY SLOW AND WE MAY NOT BE ABLE TO MAINTAIN PROFITABILITY

Despite our recent financial performance, we have in the past incurred
significant losses and substantial negative cash flow. In the future, our
revenues may grow at a rate slower than was experienced in previous periods and,
on a quarter-to-quarter basis, our growth in net sales may be significantly
lower than our historical quarterly growth rate, particularly over the last five
quarters. To achieve revenue growth, we must:

- increase market acceptance of our products;

- respond effectively to competitive developments;

- attract, retain and motivate qualified personnel; and

- upgrade our technologies and commercialize our products and services
incorporating such technologies.

We cannot assure you that we will be successful in achieving any of these
goals or that we will experience increased revenues, positive cash flows, or
maintain profitability.

OUR REVENUES AND OPERATING RESULTS MAY FLUCTUATE IN FUTURE PERIODS, WHICH COULD
ADVERSELY AFFECT OUR STOCK PRICE

The results of operations for any quarter are not necessarily indicative of
results to be expected in future periods. We expect our stock price to vary with
our operating results and, consequently, any adverse fluctuations in our
operating results could have an adverse effect on our stock price. Our operating
results have in the past been, and will continue to be, subject to quarterly
fluctuations as a result of a number of factors. These factors include:

- the size and timing of orders;

- changes in the budget or purchasing patterns of corporations and
government agencies, foreign country exchange rates, or pricing pressures
from competitors;

- increased competition in the software and Internet industries;

- the introduction and market acceptance of new technologies and standards
in search and retrieval, Internet, document management, database,
networking, and communications technology;

- variations in sales channels, product costs, the mix of products sold, or
the success of quality control measures;

- the integration of people, operations, and products from acquired
businesses and technologies;

- changes in operating expenses and personnel;

5
<PAGE> 7

- the overall trend toward industry consolidation; and

- changes in general economic conditions and specific economic conditions
in the computer and software industries.

Any of the factors, some of which are discussed in more detail below, could
have a material adverse impact on our operations and financial results, and
consequently our stock price.

THE SIZE AND TIMING OF LARGE ORDERS MAY MATERIALLY AFFECT OUR QUARTERLY
OPERATING RESULTS

The size and timing of individual orders may cause our operating results to
fluctuate. The dollar amounts of large orders for our products have been
increasing, and therefore the operating results for a quarter could be
materially adversely affected if one or more large orders are either not
received or are delayed or deferred by customers. A significant portion of our
revenues in recent quarters have been derived from these relatively large sales
to a limited number of customers, and we currently anticipate that future
quarters will continue to reflect this trend. Sales cycles for these customers
can be up to six months or longer. In addition, customer order deferrals in
anticipation of new products may cause our operating results to fluctuate. Like
many software companies, we have generally recognized a substantial portion of
our revenues in the last month of each quarter, with these revenues concentrated
in the last weeks of the quarter. Accordingly, the cancellation or deferral of
even a small number of purchases of our products could have a material adverse
effect on our business, results of operations and financial condition in any
particular quarter. In addition, to the extent that significant sales occur
earlier than expected, operating results for subsequent quarters may fail to
keep pace or even decline.

OUR EXPENDITURES ARE TIED TO ANTICIPATED REVENUES, AND THEREFORE IMPRECISE
FORECASTS MAY RESULT IN POOR OPERATING RESULTS

Revenues are difficult to forecast because the market for search and
retrieval software is uncertain and evolving. Because we generally ship software
products within a short period after receipt of an order, we typically do not
have a material backlog of unfilled orders, and revenues in any quarter are
substantially dependent on orders booked in that quarter. In addition, a portion
of our revenues is derived from royalties based upon sales by third-party
vendors of products incorporating our technology. These revenues may be subject
to extreme fluctuation and are difficult for us to predict. Our expense levels
are based, in part, on our expectations as to future revenues and are to a large
extent fixed. Therefore, we may be unable to adjust spending in a timely manner
to compensate for any unexpected revenue shortfall. Any significant shortfall of
demand in relation to our expectations or any material delay of customer orders
would have an almost immediate adverse affect on our operating results and on
our ability to achieve profitability.

WE MUST SUCCESSFULLY INTRODUCE NEW PRODUCTS OR OUR CUSTOMERS WILL PURCHASE OUR
COMPETITORS' PRODUCTS AND OUR BUSINESS WILL BE ADVERSELY AFFECTED

During the past few years, management and other personnel have focused on
modifying and enhancing our core technology to support a broader set of search
and retrieval solutions for use on enterprise-wide systems, over online
services, the Internet and on CD-ROM. In order for our strategy to succeed and
to remain competitive, we must leverage our core technology to develop new
product offerings by us and by our original equipment manufacturer, or OEM,
customers that address the needs of these new markets. These development efforts
are expensive. If these products do not generate substantial revenues, our
business and results of operations will be adversely affected. We cannot assure
you that such products will be successfully completed on a timely basis or at
all, will achieve market acceptance or will generate significant revenues.

Our development efforts are focused on expanding our suite of products,
designing enhancements to our core technology and addressing additional
technical challenges inherent in integrating our products with those of our
strategic partners and developing new applications for enterprise, e-commerce,
OEM and sophisticated CD-ROM publishing markets. We plan to undertake
development of further enhancements of the search performance, scalability,
functionality and deployability of our products. We cannot assure
6
<PAGE> 8

you that these products will be developed and released on a timely basis, or
that these products will achieve market acceptance.

Our future operating results will depend upon our ability to increase the
installed base of our information retrieval technology and to generate
significant product revenues from our core products. Our future operating
results will also depend upon our ability to successfully market our technology
to online and Internet publishers who use this technology to index their
published information in our format. To the extent that customers do not adopt
our technology for indexing their published information, users will be unable to
search such information using our search and retrieval products, which in turn
will limit the demand for our products.

WE FACE INTENSE COMPETITION FROM COMPANIES WITH SIGNIFICANTLY GREATER FINANCIAL,
TECHNICAL, AND MARKETING RESOURCES, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO
MAINTAIN OR INCREASE SALES OF OUR PRODUCTS

The information retrieval software market is intensely competitive and we
cannot assure you that we will maintain our current position of market share. A
number of companies offer competitive products addressing the enterprise and
Internet markets. We compete with Dataware, Excalibur, Hummingbird/PC
Docs/Fulcrum, Infoseek, Inktomi, Lotus and Microsoft among others. We also
compete indirectly with database vendors, such as Oracle, that offer information
search and retrieval capabilities with their core database products and web
platform companies, such as Netscape.

In the future, we may encounter competition from a number of companies.
Many of our existing competitors, particularly Microsoft, as well as a number of
other potential new competitors, have significantly greater financial, technical
and marketing resources than we do. Because the success of our strategy is
dependent in part on the success of our strategic partners, competition between
our strategic partners and the strategic partners of our competitors, or failure
of our strategic partners to achieve or maintain market acceptance could have a
material adverse effect on our competitive position. Although we believe that
our products and technologies compete favorably with competitive products, we
cannot assure you that we will be able to compete successfully against our
current or future competitors or that competition will not have a material
adverse effect on our results of operations and financial condition. For further
information on the competitive environment in which we operate, see
"Business -- Competition."

WE RELY ON REGENT PACIFIC MANAGEMENT CORPORATION FOR THE MANAGEMENT OF VERITY,
AND THE LOSS OF THESE SERVICES COULD ADVERSELY AFFECT OUR BUSINESS

Regent Pacific Management Corporation, a management firm of which Gary J.
Sbona is chief executive officer, provides management services for our company.
The management services provided under our agreement with Regent Pacific include
the services of Mr. Sbona as chairman of the board, chief executive officer and
president of Verity, and at least four other Regent Pacific personnel as part of
Verity's management team. This agreement is due to expire on August 31, 2000 and
may be extended until February 2001 at the option of the board. This agreement
may be canceled at the option of the board after February 2000. If the agreement
with Regent Pacific were canceled or not renewed, the loss of the Regent Pacific
personnel could have a material adverse effect on our operations, especially
during the transition phase to new management. Similarly, if any adverse change
in Verity's relationship with Regent Pacific occurs, it could hinder
management's ability to direct our business and materially and adversely affect
our results of operations and financial condition. See "Certain Transactions"
for further information on the Regent Pacific agreement.

7
<PAGE> 9

OUR BUSINESS MAY SUFFER DUE TO RISKS ASSOCIATED WITH INTERNATIONAL SALES

Historically, our foreign operations and export sales account for a
significant portion of our annual revenues. Our international business
activities are subject to a number of risks, each of which could impose
unexpected costs on us that would have an adverse effect on our operating
results. These risks include:

- difficulties in complying with regulatory requirements and standards;

- tariffs and other trade barriers;

- costs and risks of localizing products for foreign countries;

- reliance on third parties to distribute our products;

- longer accounts receivable payment cycles;

- potentially adverse tax consequences;

- limits on repatriation of earnings; and

- burdens of complying with a wide variety of foreign laws.

We currently engage in only limited hedging activities to protect against
the risk of currency fluctuations. Fluctuations in currency exchange rates could
cause sales denominated in U.S. dollars to become relatively more expensive to
customers in a particular country, leading to a reduction in sales or
profitability in that country. Also, these fluctuations could cause sales
denominated in foreign currencies to affect a reduction in the current U.S.
dollar revenues derived from sales in a particular country. Furthermore, future
international activity may result in increased foreign currency denominated
sales and, in such event, gains and losses on the conversion to U.S. dollars of
accounts receivable and accounts payable arising from international operations
may contribute significantly to fluctuations in our results of operations. The
financial stability of foreign markets could also affect our international
sales. In addition, revenues earned in various countries where we do business
may be subject to taxation by more than one jurisdiction, thereby adversely
affecting our earnings. We cannot assure you that such factors will not have an
adverse effect on the revenues from our future international sales and,
consequently, our results of operations.

Service and other revenues derived from foreign operations accounted for
4.6%, 6.1% and 6.4% of total revenues, respectively, in fiscal 1997, 1998 and
1999. Our export sales consist primarily of products licensed for delivery
outside of the United States. In fiscal years 1997, 1998 and 1999, export sales
accounted for 23.8%, 26.6% and 27.1% of total revenues. We expect that revenues
derived from foreign operations and export sales will continue to account for a
significant percentage of our revenues for the foreseeable future. These
revenues may fluctuate significantly as a percentage of revenues from period to
period. In addition, a portion of these revenues was derived from sales to
foreign government agencies, which may be subject to risks similar to those
described immediately below. See Note 13 of Notes to Consolidated Financial
Statements for a discussion of our international revenues, income from
operations and identifiable assets.

A SIGNIFICANT PORTION OF OUR REVENUES IS DERIVED FROM SALES TO THE FEDERAL
GOVERNMENT WHICH ARE SUBJECT TO BUDGET CUTS AND, CONSEQUENTLY, THE POTENTIAL
LOSS OF REVENUES UPON WHICH WE HAVE HISTORICALLY RELIED

Revenues derived from sales to the federal government and its agencies were
9.5%, 9.0% and 8.1% of total revenues in fiscal years 1997, 1998 and 1999,
respectively. Future reductions in United States spending on information
technologies could have a material adverse effect on our operating results.
Sales to government agencies declined as a percentage of revenues during these
periods, and may decline in the future. In recent years, budgets of many
government agencies have been reduced, causing certain customers and potential
customers of our products to re-evaluate their needs. These budget reductions
are expected to continue over at least the next several years.

8
<PAGE> 10

Almost all of our government contracts contain termination clauses, which
permit contract termination upon our default or at the option of the other
contracting party. We cannot assure you such a cancellation will not occur in
the future, and any termination would adversely affect our operating results.

IF WE ARE UNABLE TO ENHANCE OUR EXISTING PRODUCTS AND DEVELOP NEW PRODUCTS TO
RESPOND TO OUR RAPIDLY CHANGING MARKETS, OUR PRODUCTS MAY BECOME OBSOLETE

The computer software industry is subject to rapid technological change,
changing customer requirements, frequent new product introductions, and evolving
industry standards that may render existing products and services obsolete. As a
result, our position in our existing markets or other markets that we may enter
could be eroded rapidly by product advancements by competitors. If we are unable
to develop and introduce products in a timely manner in response to changing
market conditions or customer requirements, our financial condition and results
of operations would be materially and adversely affected.

The life cycles of our products are difficult to estimate. Our future
success will depend upon our ability to enhance existing products and to develop
new products on a timely basis. In addition, our products must keep pace with
technological developments, conform to evolving industry standards, particularly
client/server and Internet communication and security protocols, as well as
publishing formats such as Hypertext Markup Language, or HTML, and Extensible
Markup Language, or XML, and address increasingly sophisticated customer needs.
We cannot assure you that we will not experience difficulties that could delay
or prevent the successful development, introduction and marketing of new
products, or that new products and product enhancements will meet the
requirements of the marketplace and achieve market acceptance.

We strive to achieve compatibility between our products and the text
publication formats we believe are or will become popular and widely adopted. We
invest substantial resources in development efforts aimed at achieving such
compatibility. Any failure by us to anticipate or respond adequately to
technology or market developments could result in a loss of competitiveness or
revenue. For instance, to date we have focused our efforts on integration with
the Adobe PDF and Lotus Notes environments and, more recently, the Microsoft
Exchange environment. Should any of these products or technologies lose or fail
to achieve acceptance in the marketplace or be replaced by other products or
technologies, our business could be materially and adversely affected.

We embed our basic search engine in key OEM application products and,
therefore, our sales of information retrieval products depend on our ability to
maintain compatibility with these OEM applications. We cannot assure you that we
will be able to maintain compatibility with these vendors' products or continue
to be the search technology of choice for OEMs. The failure to maintain
compatibility with or be selected by OEMs would materially and adversely affect
our sales. Further, the failure of the products of our key OEM partners to
achieve market acceptance could have a material adverse effect on our results of
operations.

OUR SOFTWARE PRODUCTS ARE COMPLEX AND MAY CONTAIN ERRORS THAT COULD DAMAGE OUR
REPUTATION AND DECREASE SALES

Our complex software products may contain errors that may be detected at
any point in the products' life cycles. We have in the past discovered software
errors in some of our products and have experienced delays in shipment of
products during the period required to correct these errors. We cannot assure
you that, despite our testing and quality assurance efforts and similar efforts
by current and potential customers, errors will not be found. The discovery of
an error may result in loss of or delay in market acceptance and sales,
diversion of development resources, injury to our reputation, or increased
service and warranty costs, any of which could have a material adverse effect on
our business, results of operations and financial condition. Although we
generally attempt by contract to limit our exposure to incidental and
consequential damages, and to cap our liabilities to our proceeds under the
contract, if a court fails to enforce the liability limiting provisions of our
contracts for any reason, or if liabilities arise which are not effectively
limited, our operating results could be materially and adversely affected.

9
<PAGE> 11

IF WE LOSE KEY PERSONNEL, OR ARE UNABLE TO ATTRACT ADDITIONAL QUALIFIED
PERSONNEL, OUR ABILITY TO CONDUCT AND GROW OUR BUSINESS WILL BE IMPAIRED

We believe that hiring and retaining qualified individuals at all levels is
essential to our success, and we cannot assure you that we will be successful in
attracting and retaining the necessary personnel. In addition, we are highly
dependent on our direct sales force for sales of our products as we have limited
distribution channels. Continuity of technical personnel is an important factor
in the successful completion of development projects, and any turnover of our
research and development personnel could materially and adversely impact our
development and marketing efforts.

Our future success also depends on our continuing ability to identify,
hire, train and retain other highly qualified sales, technical and managerial
personnel. Competition for this type of personnel is intense, and we cannot
assure you that we will be able to attract, assimilate or retain other highly
qualified technical and managerial personnel in the future. The inability to
attract, hire or retain the necessary sales, technical and managerial personnel
could have a material adverse effect upon our business, operating results and
financial condition.

OUR ABILITY TO COMPETE SUCCESSFULLY WILL DEPEND, IN PART, ON OUR ABILITY TO
PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, WHICH WE MAY NOT BE ABLE TO PROTECT

We rely on a combination of patent, trade secrets, copyright and trademark
laws, nondisclosure agreements and other contractual provisions and technical
measures to protect our intellectual property rights. The source code for our
proprietary software is protected both as a trade secret and as a copyrighted
work. Policing unauthorized use of our products, however, is difficult.
Litigation may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets, to determine the validity and scope of the
proprietary rights of others, or to defend against claims of infringement or
invalidity. Litigation could result in substantial costs and diversion of
resources and could have a material adverse effect on our business, operating
results and financial condition regardless of the outcome of the litigation.

Effective copyright and trade secret protection may be unavailable or
limited in some foreign countries. To license our products, we frequently rely
on "shrink wrap" licenses that are not signed by the end user and, therefore,
may be unenforceable under the laws of several jurisdictions. In addition,
employees, consultants and others who participate in the development of our
products may breach their agreements with us regarding our intellectual
property, and we may not have adequate remedies for any such breach. We also
realize that our trade secrets may become known through other means not
currently foreseen by us. Notwithstanding our efforts to protect our
intellectual property, our competitors may be able to develop products that are
equal or superior to our products without infringing on any of our intellectual
property rights. For further information on our intellectual property and the
difficulties in protecting it, see "Business -- Proprietary Rights."

OUR PRODUCTS EMPLOY TECHNOLOGY THAT MAY INFRINGE ON THE PROPRIETARY RIGHTS OF
THIRD PARTIES, WHICH MAY EXPOSE US TO LITIGATION

Third parties may assert that our products infringe their proprietary
rights, or may assert claims for indemnification resulting from infringement
claims against us. Any such claims may cause us to delay or cancel shipment of
our products which could materially adversely affect our business, financial
condition and results of operations. In addition, irrespective of the validity
or the successful assertion of such claims, we could incur significant costs in
defending against such claims.

WE ARE DEPENDENT ON PROPRIETARY TECHNOLOGY LICENSED FROM THIRD PARTIES, THE LOSS
OF WHICH COULD DELAY SHIPMENTS OF PRODUCTS INCORPORATING THIS TECHNOLOGY AND
COULD BE COSTLY

of the third-party licensors to adequately maintain or update their products,
could result in delay in our ability to ship these products while we seek to
implement technology offered by alternative sources. Any required replacement
licenses could prove costly. Also, any delay, to the extent it becomes extended
or occurs at or near the end of a fiscal quarter, could result in a material
adverse effect on our quarterly results of operations. While it may be necessary
or desirable in the future to obtain other licenses relating to one or more of
our products or relating to current or future technologies, we cannot assure you
that we will be able to do so on commercially reasonable terms or at all.

POTENTIAL ACQUISITIONS MAY HAVE UNEXPECTED CONSEQUENCES OR IMPOSE ADDITIONAL
COSTS ON US

Our business is highly competitive and our growth is dependent upon market
growth and our ability to enhance our existing products and introduce new
products on a timely basis. One of the ways we will address the need to develop
new products is through acquisitions of complementary businesses and
technologies. From time to time, we consider and evaluate potential business
combinations both involving our acquisition of another company and transactions
involving the sale of Verity through, among other things, a possible merger or
consolidation of our business into that of another entity. We may engage in
discussions relating to these types of transactions in the future. Acquisitions
involve numerous risks, including the following:

- difficulties in integration of the operations, technologies, and products
of the acquired companies;

- the risk of diverting management's attention from normal daily operations
of the business;

- accounting consequences, including changes in purchased research and
development expenses, resulting in variability in our quarterly earnings;

- potential difficulties in completing projects associated with purchased
in process research and development;

- risks of entering markets in which we have no or limited direct prior
experience and where competitors in such markets have stronger market
positions;

- the potential loss of key employees of the acquired company; and

- the assumption of unforeseen liabilities of the acquired company.

We cannot assure you that our previous or future acquisitions will be successful
and will not adversely affect our financial condition or results of operations.
In fiscal 1997, we experienced difficulties in integrating and leveraging our
acquisitions of Cognisoft Corporation and 64K Incorporated. We must also
maintain our ability to manage any such growth effectively. Failure to manage
growth effectively and successfully integrate acquisitions we make could harm
our business and operating results.

WE ARE AT RISK OF SECURITIES CLASS ACTION LITIGATION DUE TO OUR EXPECTED STOCK
PRICE VOLATILITY

In the past, securities class action litigation has often been brought
against a company following a decline in the market price of its securities.
Because we expect our stock price to fluctuate significantly, we may be the
target of similar litigation in the future. Securities litigation could result
in substantial costs and divert management's attention and resources, and could
seriously harm our business.

RISKS RELATED TO OUR INDUSTRY

WE DEPEND ON INCREASING USE OF THE INTERNET, INTRANETS, EXTRANETS AND ON THE
GROWTH OF ELECTRONIC COMMERCE. IF THE USE OF THE INTERNET, INTRANETS, EXTRANETS
AND ELECTRONIC COMMERCE DO NOT GROW AS ANTICIPATED, OUR BUSINESS WILL BE
SERIOUSLY HARMED

The products of most of our customers depend on the increased acceptance
and use of the Internet as a medium of commerce and on the development of
corporate intranets and extranets. As a result, acceptance and use may not
continue to develop at historical rates and a sufficiently broad base of
business
11
<PAGE> 13

customers may not adopt or continue to use the Internet as a medium of commerce.
The lack of such development would impair demand for our products and would
adversely affect our ability to sell our products. Demand and market acceptance
for recently introduced services and products over the Internet and the
development of corporate intranets and extranets are subject to a high level of
uncertainty, and there exist few proven services and products.

The business of most of our customers would be seriously harmed if:

- use of the Internet, the Web and other online services does not continue
to increase or increases more slowly than expected;

- the infrastructure for the Internet, the Web and other online services
does not effectively support expansion that may occur; or

- the Internet, the Web and other online services do not create a viable
commercial marketplace, inhibiting the development of electronic commerce
and reducing the need for our products and services.

CAPACITY CONSTRAINTS MAY RESTRICT THE USE OF THE INTERNET AS A COMMERCIAL
MARKETPLACE, WHICH WOULD RESTRICT OUR GROWTH

The Internet may not be accepted as a viable long-term commercial
marketplace for a number of reasons. These include:

- potentially inadequate development of the necessary communication and
network infrastructure, particularly if rapid growth of the Internet
continues;

- delayed development of enabling technologies and performance
improvements;

- delays in the development or adoption of new standards and protocols; and

- increased governmental regulation.

Our ability to grow our business is dependent on the growth of the Internet
and, consequently, any such adverse events would impair our ability to grow our
business.

SECURITY RISKS AND CONCERNS MAY DETER THE USE OF THE INTERNET FOR CONDUCTING
ELECTRONIC COMMERCE, WHICH WOULD ADVERSELY AFFECT THE DEMAND FOR OUR PRODUCTS

A significant barrier to electronic commerce and communications is the
secure transmission of confidential information over public networks. Advances
in computer capabilities, new discoveries in the field of cryptography or other
events or developments could result in compromises or breaches of our security
systems or those of other web sites to protect proprietary information. If any
well-publicized compromises of security were to occur, it could have the effect
of substantially reducing the use of the Internet for commerce and
communications, resulting in reduced demand for our products, thus adversely
affecting our revenues.

SECURITY RISKS EXPOSE US TO ADDITIONAL COSTS AND TO LITIGATION

Anyone who circumvents our security measures could misappropriate
proprietary information or cause interruptions in our services or operations.
The Internet is a public network, and data is sent over this network from many
sources. In the past, computer viruses, software programs that disable or impair
computers, have been distributed and have rapidly spread over the Internet. We
may be required to expend significant capital and other resources to protect
against the threat of security breaches or to alleviate problems caused by
breaches. To the extent that our activities may involve the storage and
transmission of proprietary information, such as credit card numbers, security
breaches could expose us to a risk of loss or litigation and possible liability.
Our security measures may be inadequate to prevent security breaches, and our
business would be harmed if we do not prevent them.

12
<PAGE> 14

OUR OR THIRD PARTIES' COMPUTER SYSTEMS MAY FAIL IN THE YEAR 2000, WHICH WOULD
DELAY OUR PRODUCT DEVELOPMENT AND THE SALE OF OUR PRODUCTS

Failure of our computer systems could adversely affect our product
development processes and/or our ability to cost-effectively manage Verity
during the time required to fix such problems. In addition, computer failures
could cause the our customers to postpone or cancel orders for our products. We
are currently assessing the readiness of our computer systems and those of our
major customers to handle dates beyond the year 1999. Unforeseen problems in our
own computers and embedded systems and from customers, suppliers and other
organizations with which we conduct transactions worldwide may arise. These
statements constitute year 2000 disclosures under federal law. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -- Year
2000 Compliance" for more information on the status of our preparation relating
to this issue.

RISKS RELATED TO THIS OFFERING

THE MARKET PRICE OF OUR COMMON STOCK WILL FLUCTUATE AND YOU MAY LOSE ALL OR PART
OF YOUR INVESTMENT

Our common stock is quoted for trading on the Nasdaq National Market. The
market price for our common stock may continue to be highly volatile for a
number of reasons including:

- future announcements concerning Verity or its competitors;

- quarterly variations in operating results;

- announcements of technological innovations;

- the introduction of new products or changes in product pricing policies
by us or competitors;

- proprietary rights or other litigation; and

- changes in earnings estimates by analysts or other factors.

In addition, stock prices for many technology companies fluctuate widely
for reasons which may be unrelated to operating results. These fluctuations, as
well as general economic, market and political conditions such as recessions or
military conflicts, may materially and adversely affect the market price of our
common stock.

WE HAVE IMPLEMENTED CERTAIN ANTI-TAKEOVER PROVISIONS THAT MAY PREVENT OR DELAY
AN ACQUISITION OF VERITY THAT MIGHT BE BENEFICIAL TO OUR STOCKHOLDERS

Provisions of our certificate of incorporation and bylaws, as well as
provisions of Delaware law, could make it more difficult for a third party to
acquire us, even if doing so would be beneficial to our stockholders. These
provisions include:

- establishment of a classified board of directors such that not all
members of the board may be elected at one time;

- the ability of the board of directors to issue without stockholder
approval up to 1,999,995 shares of preferred stock to increase the number
of outstanding shares and thwart a takeover attempt;

- no provision for cumulative voting in the election of directors, which
would otherwise allow less than a majority of stockholders to elect
director candidates;

- limitations on who may call special meetings of stockholders;

- prohibiting stockholder action by written consent, thereby requiring all
stockholder actions to be taken at a meeting of our stockholders; and

- establishing advance notice requirements for nominations for election to
the board of directors or for proposing matters that can be acted upon by
stockholders at stockholder meetings.

13
<PAGE> 15

In September 1996, our board of directors adopted a Share Purchase Rights
Plan, commonly referred to as a "poison pill." In addition, the anti-takeover
provisions of Section 203 of the Delaware General Corporations Law and the terms
of our stock option plan may discourage, delay or prevent a change in control of
Verity.

In July 1999, our board of directors approved an amendment to our
certificate of incorporation to increase our authorized number of shares of
common stock to 100,000,000. This increase will be voted upon by our
stockholders at our 1999 annual meeting to be held in September 1999. If
approved by our stockholders, the additional shares of common stock could be
used to oppose a hostile takeover attempt or delay or prevent changes in control
or management of Verity, including transactions in which our stockholders might
otherwise receive a premium for their shares over then current market prices.
For example, without further stockholder approval, our board could strategically
sell our common stock in a private transaction to purchasers who would oppose a
takeover or favor the current board. See "Description of Capital Stock" for
further information on these anti-takeover provisions.

MANAGEMENT MAY APPLY THE PROCEEDS OF THIS OFFERING TO USES THAT DECREASE OUR
PROFITS OR MARKET VALUE

We intend to use the net proceeds from the sale of the common stock for
general corporate purposes, including working capital, content development and
licensing, advertising and brand promotion, and potentially for the acquisition
of or investment in companies, technologies or assets that complement our
business. We have not determined how the proceeds will be allocated among the
anticipated uses. Accordingly, our management will have significant flexibility
in applying the net proceeds of this offering and you will not have the
opportunity, as part of your investment decision, to assess whether the proceeds
are being used appropriately. The net proceeds may be used for corporate
purposes that do not increase our profitability or our market value. Until the
proceeds are needed, we plan to invest them in investment-grade,
interest-bearing securities. The failure of management to apply these funds
effectively could harm our business.

14
<PAGE> 16

RECENT DEVELOPMENTS

In July 1999 our board of directors approved the following actions to be
submitted to our stockholders for their approval at our upcoming annual meeting,
in addition to the election of directors and approval of our independent
accountants:

- an amendment to our certificate of incorporation to increase the
authorized number of shares of common stock from 30,000,000 shares to
100,000,000 shares and increase the authorized number of shares of
preferred stock by five shares to 2,000,000 shares;

- an amendment to our 1995 Employee Stock Purchase Plan to increase the
aggregate number of shares of common stock authorized for issuance under
the plan from 1,300,000 shares to 2,000,000 shares;

- an amendment to our 1995 Stock Option Plan to increase the aggregate
number of shares of common stock authorized for issuance under the plan
from 4,060,836 shares to 5,060,836 shares; and

- an amendment to our 1995 Outside Directors Stock Plan to increase the
aggregate number of shares of common stock authorized for issuance under
the plan from 200,000 shares to 500,000 shares, and to increase the
number of shares subject to annual grants from 5,000 shares to 20,000
shares.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "anticipates,"
"believes," "continue," "could," "estimates," "expects," "intends," "may,"
"plans," "potential," "predicts," "should" or "will" or the negative of such
terms or other comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the
risks outlined under "Risk Factors," that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels or activity, performance or
achievements expressed or implied by such forward-looking statements. In
addition, this prospectus contains forward-looking statements attributed to
third party industry sources relating to their estimates regarding the growth of
Internet use. You should not place undue reliance on these forward-looking
statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of such statements. We
are under no duty to update any of the forward-looking statements after the date
of this prospectus to conform such statements to actual results, unless required
by law.

15
<PAGE> 17

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the 1,500,000 shares of
common stock we are selling in this offering will be approximately $69.6
million, or $82.1 million if the underwriters' over-allotment is exercised in
full, assuming an offering price of $49.50 per share and after deducting
estimated underwriting discounts and commissions and offering expenses payable
by us. We will not receive any proceeds from the sale of the shares being sold
by the selling stockholders.

We expect to use the net proceeds of this offering for general corporate
purposes, including working capital, expansion of our sales and marketing
efforts, product development, advertising and brand promotion. We may also use a
portion of the proceeds for the acquisition of or investment in companies,
technologies or assets that complement our business. However, we have no present
understandings, commitments or agreements with respect to any potential
acquisitions and investments. Further, we have not determined the amounts we
plan to spend on any of the areas listed above or the timing of these
expenditures. As a result, our management will have broad discretion to allocate
the net proceeds from this offering. Pending these uses, we intend to invest the
net proceeds of this offering in short term, investment grade, interest bearing
instruments.

PRICE RANGE OF COMMON STOCK

Our common stock is traded on the Nasdaq National Market under the symbol
VRTY.

The following table sets forth the high and low last sales prices of the
common stock as reported by the Nasdaq National Market for the periods
indicated.

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
Fiscal Year ended May 31, 1998
First Quarter............................................ $ 7.75 $ 5.19
Second Quarter........................................... 5.63 4.56
Third Quarter............................................ 5.94 4.38
Fourth Quarter........................................... 10.22 5.06
Fiscal Year ended May 31, 1999
First Quarter............................................ $13.13 $ 5.13
Second Quarter........................................... 18.88 5.88
Third Quarter............................................ 40.63 17.25
Fourth Quarter........................................... 42.88 30.19
Fiscal Year ended May 31, 2000
First Quarter (through July 30, 1999).................... $54.19 $35.38
</TABLE>

On July 30, 1999, the last reported sale price of the common stock on the Nasdaq
National Market was $49.50 per share. As of May 31, 1999, there were
approximately 187 holders of record of the Company's Common Stock and 12,805,912
shares of Common Stock outstanding.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain all future earnings to finance the expansion of our
business and, therefore, do not anticipate declaring or paying any cash
dividends on our common stock in the foreseeable future. The payment of
dividends, if any, in the future is within the discretion of our board of
directors and will depend on our earnings, capital requirements, financial
condition, and other relevant factors.

16
<PAGE> 18

CAPITALIZATION

The following table sets forth our capitalization as of May 31, 1999:

- on an actual basis at May 31, 1999; and

- on an as adjusted basis at May 31, 1999 to reflect (1) the sale of
1,500,000 shares of common stock offered by us at an assumed offering
price per share of $49.50, and (2) the exercise of options to purchase
the 275,000 shares being sold by the selling stockholders in this
offering.

This information should be read in conjunction with our consolidated
financial statements and related notes appearing elsewhere in this prospectus.

<TABLE>
<CAPTION>
MAY 31, 1999
----------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
<S> <C> <C>
Preferred stock, $0.001 par value: 2,000,000 shares
authorized, actual and as adjusted; no shares issued and
outstanding, actual and as adjusted....................... $ -- $ --
Common stock, $0.001 par value: 30,000,000 shares
authorized, actual and as adjusted; 12,806,000 shares
issued and outstanding, actual, and 14,581,000 shares
issued and outstanding, as adjusted....................... 13 15
Additional paid-in capital.................................. 99,425 170,636
Unrealized gain on investments.............................. 27 27
Accumulated deficit......................................... (56,046) (56,046)
Total common stock and other stockholders'
equity........................................... 43,419 114,632
-------- --------
Total capitalization.............................. $ 43,419 $114,632
======== ========
</TABLE>

This table excludes the following shares:

- 4,547,062 shares of common stock issuable upon the exercise of stock
options outstanding under our stock option plans as of May 31, 1999, and
1,190,965 additional shares of common stock available for issuance under
these stock option plans, except that the adjusted number reflects the
exercise of options to purchase the 275,000 shares being sold by the
selling stockholders in this offering; and

- 324,931 shares of common stock available for issuance under our employee
stock purchase plan.

17
<PAGE> 19

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in
conjunction with our consolidated financial statements and related notes, and
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations," included elsewhere in this prospectus. The selected consolidated
financial data set forth below as of May 31, 1998 and 1999 and for the years
ended May 31, 1997, 1998 and 1999 have been derived from our audited financial
statements included in this prospectus. The selected consolidated financial data
as of May 31, 1995, 1996 and 1997 and for the years ended May 31, 1995 and 1996
are derived from our audited financial statements that are not included or
incorporated in this prospectus. Our historical results are not necessarily
indicative of results to be expected for any future period.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MAY 31,
------------------------------------------------------
1995 1996 1997 1998 1999
-------- ------- -------- -------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
Revenues:
Software products.................................. $ 10,143 $24,472 $ 34,934 $ 28,658 $48,327
Service and other.................................. 5,743 6,246 7,737 10,200 16,098
-------- ------- -------- -------- -------
Total revenues................................ 15,886 30,718 42,671 38,858 64,425
-------- ------- -------- -------- -------
Costs of revenues:
Software products.................................. 623 2,074 2,688 2,426 1,218
Service and other.................................. 2,926 2,785 3,892 5,178 4,660
-------- ------- -------- -------- -------
Total costs of revenues....................... 3,549 4,859 6,580 7,604 5,878
-------- ------- -------- -------- -------
Gross profit......................................... 12,337 25,859 36,091 31,254 58,547
-------- ------- -------- -------- -------
Operating expenses:
Research and development........................... 5,892 8,488 14,310 15,544 13,711
Acquisition of in-process research and development
and other........................................ -- 381 14,894 -- --
Marketing and sales................................ 9,280 14,912 21,505 22,757 26,860
General and administrative......................... 2,747 3,469 4,864 7,610 6,323
Restructuring charges.............................. -- -- -- 3,006 --
-------- ------- -------- -------- -------
Total operating expenses...................... 17,919 27,250 55,573 48,917 46,894
-------- ------- -------- -------- -------
Income/(loss) from operations........................ (5,582) (1,391) (19,482) (17,663) 11,653
Other income, net.................................... 57 1,342 1,943 1,553 1,085
Interest expense..................................... (313) (264) (212) (100) (8)
-------- ------- -------- -------- -------
Income/(loss) before provision for income taxes...... (5,838) (313) (17,751) (16,210) 12,730
Provision for income taxes........................... -- -- (180) (300) (600)
-------- ------- -------- -------- -------
Net income/(loss).................................... $ (5,838) $ (313) $(17,931) $(16,510) $12,130
======== ======= ======== ======== =======
Net income/(loss) per share -- basic................. $ (2.18) $ (0.12) $ (1.65) $ (1.47) $ 1.00
======== ======= ======== ======== =======
Net income/(loss) per share -- diluted............... $ (2.18) $ (0.12) $ (1.65) $ (1.47) $ 0.88
======== ======= ======== ======== =======
Number of shares used in per share
calculation -- basic............................... 3,635 7,829 10,840 11,225 12,099
======== ======= ======== ======== =======
Number of shares used in per share
calculation -- diluted............................. 3,635 7,829 10,840 11,225 13,850
======== ======= ======== ======== =======
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents............................ $ 324 $ 2,482 $ 2,934 $ 5,505 $ 7,907
Working capital (deficit)............................ (1,338) 44,087 18,676 15,912 33,282
Total assets......................................... 6,987 62,724 49,443 41,449 65,026
Long-term obligations, net of current portion........ 924 639 167 2 --
Mandatorily redeemable convertible preferred stock... 32,069 -- -- -- --
Stockholders' (deficit) equity....................... (32,439) 52,808 37,273 24,055 43,419
</TABLE>

The net loss used in computing net loss per share has been increased by the
accretion of the mandatorily redeemable convertible preferred stock to its
redemption value in the years ended May 31, 1995 and 1996 of $2,081,000 and
$611,000, respectively. See Note 2 of Notes to Consolidated Financial Statements
for an explanation of the method used to determine the number of shares used to
compute per share amounts.

18
<PAGE> 20

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the
consolidated financial statements and related notes which appear elsewhere in
this prospectus. The following discussion contains forward-looking statements
that involve risks and uncertainties. Our actual results could differ materially
from those anticipated in these forward-looking statements as a result of
certain factors, including those discussed below and elsewhere in this
prospectus, particularly under the heading "Risk Factors."

OVERVIEW

From 1988 to 1994, we derived substantially all of our revenues from the
license of custom search and retrieval applications and consulting and other
services related to such applications. Recently, we have refined and enhanced
our core technology to add functionality and facilitate incorporation of our
technology in a variety of applications addressing the enterprise, Internet,
online, and original equipment manufacturer, or OEM, markets. We expect that for
the foreseeable future we will continue to derive the largest portion of our
revenues from licensing our technology for enterprise applications.

During fiscal 1997 and early fiscal 1998, we incurred substantial net
losses and our quarterly revenues fluctuated significantly. In particular, we
incurred reduced revenues on a quarter-to-quarter basis in the first quarter of
fiscal 1997, the third quarter of fiscal 1997 and the first quarter of fiscal
1998. In this period, we experienced significant turnover in our workforce,
including turnover of several members of senior management. Also, we experienced
difficulties in integrating or leveraging our acquisitions of Cognisoft
Corporation and 64K Incorporated in fiscal 1997. Under these circumstances, on
July 31, 1997 we retained Mr. Gary J. Sbona as our president and chief executive
officer, and we entered into an agreement with Regent Pacific Management
Corporation, a management firm of which Mr. Sbona is the chief executive
officer. Pursuant to this agreement, Regent Pacific has provided management
services for Verity, including the services of Mr. Sbona as chief executive
officer and president and at least four other Regent Pacific personnel as part
of our management team. See "Certain Transactions."

Starting in fiscal 1998, the new management team implemented changes
designed to refocus our business on our core products and markets and to
streamline operations. In connection with the changes, we incurred a $3.0
million restructuring charge in the quarter ended November 30, 1997. Our
restructuring and renewed focus contributed to significantly improved results
during the second half of fiscal 1998 and during fiscal 1999. During the
quarterly periods ended August 31, 1997 to May 31, 1999, we experienced
increased revenues on a quarterly basis. In addition, during the quarterly
periods ended May 31, 1998 to May 31, 1999, we experienced five straight
quarters of record revenues and profitability. We incurred a net loss of $16.5
million in fiscal 1998, which included the $3.0 million restructuring charge. In
fiscal 1999, we achieved net income of $12.1 million. While our goal is to
increase revenue and generate net income in future periods, we cannot assure you
that our strategy will be successful, that we will experience the rate of
revenue growth we experienced in the last eight quarters in future periods, or
that we will continue to maintain positive cash flow or profitability.

Our revenues are derived from license fees for our software products and
fees for services complementary to our products, including software maintenance,
consulting and training. Fees for services generally are charged separately from
the license fees for our software products. Effective for contracts entered into
starting June 1, 1998, we recognize revenues in accordance with the provisions
of American Institute of Certified Public Accountants Statement of Position No.
97-2, "Software Revenue Recognition." We recognize maintenance revenues from
ongoing customer support and product upgrades ratably over the term of the
applicable maintenance agreement, which is typically 12 months. Generally, we
receive payments for maintenance fees in advance and they are nonrefundable. We
recognize revenues for consulting and training generally when the services are
performed. Statement of Position No. 97-2 supersedes Statement of Position No.
91-1, "Software Revenue Recognition," and was effective for transactions we
entered into in fiscal years beginning after December 15, 1997.

19
<PAGE> 21

RESULTS OF OPERATIONS

The following table sets forth the percentage of revenue represented by
certain items in our Consolidated Statements of Operations for the periods
indicated:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MAY 31,
--------------------------
1997 1998 1999
------ ------ ------
<S> <C> <C> <C>
Revenues:
Software products......................................... 81.9% 73.8% 75.0%
Service and other......................................... 18.1 26.2 25.0
----- ----- -----
Total revenues.................................... 100.0 100.0 100.0
----- ----- -----
Costs of revenues:
Software products......................................... 6.3 6.3 1.9
Service and other......................................... 9.1 13.3 7.2
----- ----- -----
Total costs of revenues........................... 15.4 19.6 9.1
----- ----- -----
Gross margin................................................ 84.6 80.4 90.9
----- ----- -----
Operating expenses:
Research and development.................................. 33.5 40.0 21.3
Acquisition of in-process research and development and
other.................................................. 34.9 0.0 0.0
Marketing and sales....................................... 50.4 58.6 41.7
General and administrative................................ 11.4 19.6 9.8
Restructuring charges..................................... 0.0 7.7 0.0
----- ----- -----
Total operating expenses.......................... 130.2 125.9 72.8
----- ----- -----
Income/(loss) from operations............................... (45.7) (45.5) 18.1
Other income, net........................................... 4.1 3.8 1.7
----- ----- -----
Income/(loss) before provision for income taxes............. (41.6) (41.7) 19.8
Provision for income taxes.................................. (0.4) (0.8) (1.0)
----- ----- -----
Net income/(loss)........................................... (42.0)% (42.5)% 18.8%
===== ===== =====
</TABLE>

YEARS ENDED MAY 31, 1997, 1998 AND 1999

Revenues

Our total revenues decreased 8.9% from $42.7 million in fiscal 1997 to
$38.9 million in fiscal 1998 and increased 65.8% to $64.4 million in fiscal
1999. The decrease from fiscal 1997 to fiscal 1998 was due principally to lower
revenues from licensing enterprise products and, to a lesser extent, lower
revenues from Internet products. The increase from fiscal 1998 to fiscal 1999
was due principally to higher revenues from licensing development kits and
enterprise products. Software product revenues decreased as a percentage of
total revenues from 81.9% in fiscal 1997 to 73.8% in fiscal 1998 and increased
to 75.0% in fiscal 1999. Conversely, service and other revenues increased as a
percentage of total revenues from 18.1% in fiscal 1997 to 26.2% in fiscal 1998
and decreased to 25.0% in fiscal 1999.

Software products revenues. Our software products revenues decreased 18.0%
from $34.9 million in fiscal 1997 to $28.7 million in fiscal 1998 and increased
68.6% to $48.3 million in fiscal 1999. The decrease from fiscal 1997 to fiscal
1998 was due principally to lower revenues from licensing enterprise products
and, to a lesser extent, lower revenues from Internet products. The increase
from fiscal 1998 to fiscal 1999 was due principally to higher revenues from
licensing development kits and enterprise products.

Service and other revenues. Our service and other revenues consist
primarily of fees for software maintenance, consulting and training. Service and
other revenues increased 31.8% from $7.7 million in fiscal 1997 to $10.2 million
in fiscal 1998 and increased 57.8% to $16.1 million in fiscal 1999. The increase
in service revenues in fiscal 1998 and fiscal 1999 was due primarily to
increases in maintenance revenues and, to a lesser extent, consulting revenues.

20
<PAGE> 22

No single customer accounted for 10% or more of our revenues during fiscal
years 1997, 1998 or 1999. Revenues derived from sales to the federal government
and its agencies were 9.5%, 9.0% and 8.1% of total revenues in fiscal years
1997, 1998 and 1999, respectively. Sales to government agencies declined as a
percentage of revenues from fiscal 1997 to fiscal 1999, and may decline in the
future.

Costs of Revenues

Costs of software products. The cost of our software products consist
primarily of product media, duplication, manuals, packaging materials, shipping
expenses and royalties, and in certain instances, licensing of third-party
software incorporated in our products. Costs of our software products decreased
9.7% from $2.7 million in fiscal 1997 to $2.4 million in fiscal 1998 and
decreased 49.8% to $1.2 million in fiscal 1999, representing 7.7%, 8.5% and
2.5%, respectively, of software product revenues. The decrease in costs of
revenues from fiscal 1997 to fiscal 1998 was related to the lower level of
software product sales and decreasing costs of third party software components.
The decrease in costs of revenues from fiscal 1998 to fiscal 1999 was related to
the elimination of the amortization expense related to capitalized software and
decreasing costs of third party software components in fiscal 1999. During
fiscal 1997 and 1998, we capitalized software development costs in the amounts
of $1.4 million and $198,000, respectively, which have been fully amortized as
of May 31, 1998. In fiscal 1999, we did not capitalize any software development
costs since such costs were not significant. Amortization is included in the
costs of product revenue.

Costs of service and other. Our costs of service and other consists of
costs incurred in providing consulting services, customer training, telephone
support and product upgrades to customers. Costs of service and other increased
33.0% from $3.9 million in fiscal 1997 to $5.2 million in fiscal 1998 and
decreased 10.0% to $4.7 million in fiscal 1999. As a percentage of service and
other revenue, these costs represented 50.3%, 50.8% and 29.0% in fiscal years
1997, 1998 and 1999, respectively. The increase in costs of service and other
from fiscal 1997 to fiscal 1998 was related to staff additions associated with
our customer support and consulting businesses. The decrease in costs of service
and other from fiscal 1998 to fiscal 1999 was primarily related to reduced
expenses associated with the transfer of technical support operations from
California to Calgary, Canada.

Operating Expenses

Research and development. Research and development expenses increased 8.6%
from $14.3 million in fiscal 1997 to $15.5 million in fiscal 1998 and decreased
11.8% to $13.7 million in fiscal 1999, representing 33.5%, 40.0% and 21.3% of
total revenues, respectively. The increase in absolute dollars from fiscal 1997
to fiscal 1998 was primarily due to a significant increase in research and
development personnel during fiscal 1997 and the first six months of fiscal
1998, focused on development of products addressing enterprise, Internet and
CD-ROM applications. The decrease in absolute dollars from fiscal 1998 to fiscal
1999 was a result of a discontinuation of certain operations related to our
Insite, Cognisoft and 64K subsidiaries in fiscal 1998. We believe that research
and development expenses will increase in the future primarily due to the
introduction of new products and other anticipated product development efforts.
Our future research and development expenses may vary as a percentage of total
revenues.

In fiscal 1997, we capitalized approximately $1.4 million of software
development costs, in connection with the development of a number of products
included in our Knowledge Retrieval product line and the IntelliServ product.
During fiscal 1998, we capitalized software development costs in the amount of
$198,000. We did not capitalize software development costs in fiscal 1999 since
such costs were not significant.

Acquisition of in-process research and development. In fiscal 1997, we
incurred $14.9 million of acquisition of in-process research and development
expenses, representing 34.9% of total revenues. During fiscal 1998 and 1999,
there were no costs for acquisition of in-process research and development.

In fiscal 1997, we acquired Cognisoft Corporation, 64K Incorporated and the
KeyView Business Unit of FTP Software, Inc. Cognisoft Corporation, a start-up
company located in Bellevue, Washington, had developed an intranet application
that enables corporations to "push" information to users from multiple data
sources. Approximately $10.1 million of the purchase price was allocated to
purchased research and development related to products for which technological
feasibility had not been established and for which

21
<PAGE> 23

there was no alternative future use. 64K Incorporated, a privately held company
located in San Jose, California, was developing a technology to improve the
speed and effectiveness of relational database searches. Approximately $3.1
million of the purchase price was allocated to purchased research and
development related to products for which technological feasibility had not been
established and for which there was no alternative future use. KeyView develops
and markets advanced viewing and filtering technology and is based in Calgary,
Canada. Approximately $1.1 million of the purchase price was allocated to
purchased research and development related to products for which technological
feasibility had not been established and for which there was no alternative
future use.

Marketing and sales. Our marketing and sales expenses consist primarily of
salaries and commissions of sales and marketing personnel, advertising and
promotion expenses, pre-sales customer service and support costs. Marketing and
sales expenses increased 5.8% from $21.5 million in fiscal 1997 to $22.8 million
in fiscal 1998 and increased 18.0% to $26.9 million in fiscal 1999, representing
50.4%, 58.6% and 41.7% of total revenues, respectively. These increases in
absolute dollars were primarily related to our expansion of our marketing and
sales organization, particularly in the United States and Europe. We anticipate
that we will continue to make significant investments in marketing and sales.

General and administrative. General and administrative expenses increased
56.5% from $4.9 million in fiscal 1997 to $7.6 million in fiscal 1998 and
decreased 16.9% to $6.3 million in fiscal 1999, representing 11.4%, 19.6% and
9.8% of total revenues, respectively. The increase from fiscal 1997 to fiscal
1998 in absolute dollars was primarily due to increases in professional service
fees required to support our operations. In particular, in fiscal 1998, we
incurred increased professional service fees, in accordance with the Regent
Pacific Management Agreement, in connection with the support of our operations.
In addition, in fiscal 1998, we incurred additional legal expenses associated
with the lawsuit filed with Lotus Development Corporation. The decrease from
fiscal 1998 to fiscal 1999 in absolute dollars was primarily due to a decrease
in legal expenses as well as the discontinuation of our Cognisoft subsidiary.

Restructuring charges. During the quarter ended November 30, 1997, we
implemented a worldwide restructuring of our corporate operations which resulted
in workforce reductions and business consolidations. In connection with the
restructuring, we recorded a $3.0 million restructuring charge in the quarter
ended November 30, 1997, of which $1.6 million was related to severance costs
associated with the reduction in the worldwide workforce, $0.5 million to the
termination of certain lease agreements, $0.6 million to the write-off of
certain assets and $0.3 million to the costs associated with the restructuring.
Of the total $3.0 million in restructuring charge, approximately $0.2 million is
a current liability as of May 31, 1999.

INCOME TAXES

We have established a valuation allowance against our deferred tax assets
due to the uncertainty surrounding the realization of such assets. Management
evaluates on a quarterly basis the recoverability of the deferred tax assets and
the level of the valuation allowance. At such time as it is determined that it
is more likely than not that deferred tax assets are realizable, the valuation
allowance will be reduced.

Our deferred tax asset related to our net operating loss carryforwards
includes the tax benefit derived from the disqualifying dispositions of
incentive stock options and the exercise of nonqualified stock options. The
benefit, which totaled $4.7 million and $372,000 at May 31, 1999 and 1998,
respectively, will be credited directly to additional paid-in capital when our
deferred tax asset is recognized.

As of May 31, 1999, we had approximately $36.2 million and $10.7 million of
net operating loss carryforwards for federal and California purposes,
respectively, to offset future taxable income. We also had federal and state
research and development tax credit carryforwards of approximately $2.2 million
and $621,000, respectively, at May 31, 1999. These carryforwards expire in the
years 2000 to 2019 if not utilized. A portion of our net operating loss and tax
credit carryforwards are subject to an annual limitation of approximately $4.9
million as a result of ownership change, as defined by tax laws. See Note 9 of
Notes to Consolidated Financial Statements.

22
<PAGE> 24

QUARTERLY RESULTS OF OPERATIONS

The following table sets forth certain unaudited consolidated statements of
operations data, both in dollar amount and as a percentage of total revenues,
for each of the eight quarters in the period ended May 31, 1999. In our opinion,
this information has been presented on the same basis as the audited
consolidated financial statements appearing elsewhere in this prospectus, and
all necessary adjustments, consisting only of normal recurring adjustments, have
been included in the amounts stated below to present fairly the unaudited
quarterly results when read in conjunction with the audited consolidated
financial statements and related notes thereto. The operating results for any
quarter should not be relied upon as necessarily indicative of results for any
future period. We expect our quarterly operating results to fluctuate in future
periods due to a variety of reasons, including those specifically discussed in
"Risk Factors."

<TABLE>
<CAPTION>
QUARTER ENDED
------------------------------------------------------------------------------------------
AUG. 31, NOV. 30, FEB. 28, MAY 31, AUG. 31, NOV. 30, FEB. 28, MAY 31,
1997 1997 1998 1998 1998 1998 1999 1999
-------- -------- -------- ------- -------- -------- -------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF OPERATIONS
DATA:
Revenues:
Software products.................. $ 3,116 $ 6,666 $ 8,652 $10,224 $ 9,889 $11,497 $12,468 $14,473
Service and other.................. 2,224 2,522 2,553 2,901 3,331 3,713 4,267 4,787
------- ------- ------- ------- ------- ------- ------- -------
Total revenues................... 5,340 9,188 11,205 13,125 13,220 15,210 16,735 19,260
------- ------- ------- ------- ------- ------- ------- -------
Costs of revenues:
Software products.................. 705 861 682 178 437 401 211 169
Service and other.................. 1,685 1,294 1,148 1,051 1,082 1,074 1,159 1,345
------- ------- ------- ------- ------- ------- ------- -------
Total costs of revenues.......... 2,390 2,155 1,830 1,229 1,519 1,475 1,370 1,514
------- ------- ------- ------- ------- ------- ------- -------
Gross profit......................... 2,950 7,033 9,375 11,896 11,701 13,735 15,365 17,746
------- ------- ------- ------- ------- ------- ------- -------
Operating expenses:
Research and development........... 5,033 4,153 3,405 2,953 3,275 3,299 3,521 3,616
Marketing and sales................ 5,745 6,048 5,530 5,434 5,952 6,608 6,783 7,517
General and administrative......... 2,152 1,484 1,340 2,634 1,381 1,610 1,630 1,702
Restructuring charges.............. -- 3,006 -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Total operating expenses......... 12,930 14,691 10,275 11,021 10,608 11,517 11,934 12,835
------- ------- ------- ------- ------- ------- ------- -------
Income/(loss) from operations........ (9,980) (7,658) (900) 875 1,093 2,218 3,431 4,911
Other income, net.................... 264 549 340 300 287 297 229 264
------- ------- ------- ------- ------- ------- ------- -------
Income/(loss) before provision for
income taxes....................... (9,716) (7,109) (560) 1,175 1,380 2,515 3,660 5,175
Provision for income taxes........... (50) (50) (50) (150) (150) (150) (150) (150)
------- ------- ------- ------- ------- ------- ------- -------
Net income/(loss).................... $(9,766) $(7,159) $ (610) $ 1,025 $ 1,230 $ 2,365 $ 3,510 $ 5,025
======= ======= ======= ======= ======= ======= ======= =======
Net income/(loss) per
share -- basic..................... $ (0.89) $ (0.64) $ (0.05) $ 0.09 $ 0.11 $ 0.20 $ 0.29 $ 0.40
======= ======= ======= ======= ======= ======= ======= =======
Net income/(loss) per
share -- diluted................... $ (0.89) $ (0.64) $ (0.05) $ 0.08 $ 0.10 $ 0.18 $ 0.24 $ 0.34
======= ======= ======= ======= ======= ======= ======= =======
Number of shares used in per share
calculation -- basic............... 11,033 11,168 11,254 11,444 11,627 11,823 12,272 12,675
======= ======= ======= ======= ======= ======= ======= =======
Number of shares used in per share
calculation -- diluted............. 11,033 11,168 11,254 12,430 12,882 13,145 14,541 14,830
======= ======= ======= ======= ======= ======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
AS A PERCENTAGE OF TOTAL REVENUES
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Software products........................ 58.4% 72.6% 77.2% 77.9% 74.8% 75.6% 74.5% 75.1%
Service and other........................ 41.6 27.4 22.8 22.1 25.2 24.4 25.5 24.9
------ ----- ----- ----- ----- ----- ----- -----
Total revenues......................... 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
------ ----- ----- ----- ----- ----- ----- -----
Costs of revenues:
Software products........................ 13.2 9.4 6.1 1.3 3.3 2.6 1.3 0.9
Service and other........................ 31.6 14.1 10.2 8.0 8.2 7.1 6.9 7.0
------ ----- ----- ----- ----- ----- ----- -----
Total costs of revenues................ 44.8 23.5 16.3 9.3 11.5 9.7 8.2 7.9
------ ----- ----- ----- ----- ----- ----- -----
Gross profit............................... 55.2 76.5 83.7 90.7 88.5 90.3 91.8 92.1
------ ----- ----- ----- ----- ----- ----- -----
Operating expenses:
Research and development................. 94.2 45.2 30.4 22.5 24.8 21.7 21.0 18.8
Marketing and sales...................... 107.6 65.8 49.3 41.4 45.0 43.4 40.6 39.0
General and administrative............... 40.3 16.2 12.0 20.1 10.4 10.6 9.7 8.8
Restructuring charges.................... -- 32.7 -- -- -- -- -- --
------ ----- ----- ----- ----- ----- ----- -----
Total operating expenses............... 242.1 159.9 91.7 84.0 80.2 75.7 71.3 66.6
------ ----- ----- ----- ----- ----- ----- -----
Income/(loss) from operations.............. (186.9) (83.4) (8.0) 6.7 8.3 14.6 20.5 25.5
Other income, net.......................... 4.9 6.0 3.0 2.3 2.1 2.0 1.4 1.4
------ ----- ----- ----- ----- ----- ----- -----
Income/(loss) before provision for income
taxes.................................... (182.0) (77.4) (5.0) 9.0 10.4 16.6 21.9 26.9
Provision for income taxes................. 0.9 0.5 0.4 1.2 1.1 1.0 0.9 0.8
------ ----- ----- ----- ----- ----- ----- -----
Net income/(loss).......................... (182.9)% (77.9)% (5.4)% 7.8% 9.3% 15.6% 21.0% 26.1%
====== ===== ===== ===== ===== ===== ===== =====
</TABLE>

23
<PAGE> 25

During the quarters ended August 31, 1997 and November 30, 1997, costs of
software products revenues included amortization expenses related to capitalized
software. During the quarter ended February 28, 1998, costs of software products
revenues included additional costs of third party software components. During
the quarters ended August 31, 1997 and November 30, 1997, research and
development expenses included costs from our Insite, Cognisoft and 64K
subsidiaries, which were subsequently discontinued. During the quarter ended
August 31, 1997, general and administrative expenses included costs associated
with management transition. During the quarter ended May 31, 1998, general and
administrative expenses included additional legal expenses associated with the
lawsuit filed with Lotus Development Corporation. During the quarter ended
November 30, 1997, we implemented a worldwide restructuring of our corporate
operations which resulted in workforce reductions and business consolidations.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed our operations primarily through
proceeds of approximately $23.6 million from private sales of preferred stock,
proceeds from our initial public offering and secondary offering of common stock
and, to a lesser extent, bank credit lines and capital leases. We completed our
initial public offering of common stock in October 1995 and realized net
proceeds of $32.5 million. In January 1996, we completed our secondary offering
of common stock, which generated net proceeds of $16.5 million. We have used a
portion of those proceeds to repay borrowings under our line of credit in the
amount of $1.6 million. As of May 31, 1999, we had $40.3 million in cash and
cash equivalents and investments.

Our operating activities used cash of $791,000 and $9.0 million in fiscal
1997 and 1998, respectively, and provided cash of $14.9 million in fiscal 1999.
Cash used in operations in fiscal 1997 was primarily due to our net loss and
increase in accounts receivable reduced by the acquisition of in-process
research and development and depreciation and amortization expense. Cash used in
our operations in fiscal 1998 was primarily due to our net loss and increase in
accounts receivable partially offset by depreciation and amortization expense
and an increase in deferred revenue. Cash provided by operations in fiscal 1999
was primarily due to net income, an increase in accrued compensation and other
accrued liabilities and depreciation and amortization expense partially offset
by an increase in accounts receivable.

Cash used in investing activities in fiscal 1997 was $922,000, cash
provided by investing activities in fiscal 1998 was $9.0 million and cash used
in investing activities in fiscal 1999 was $19.6 million. In fiscal 1997, the
investing activities consisted primarily of cash paid in acquisitions and
purchases of property and equipment. These investments were substantially offset
by net proceeds from the sale of marketable securities. In fiscal 1998, we had a
net proceed of $27.1 million from the sale and maturity of marketable
securities. These investments were substantially offset by the purchase of
marketable securities and property and equipment. In fiscal 1999, our purchase
of marketable securities was partially offset by the sale and maturity of
marketable securities.

Cash provided by financing activities was $2.0 million, $2.7 million and
$7.1 million in fiscal 1997, 1998 and 1999, respectively. In fiscal 1997, 1998
and 1999, such financing activities consisted primarily of the sale of common
stock to employees through our employee stock purchase plan and proceeds from
the exercise of stock options. In fiscal 1998, financing activities also
consisted of the proceeds from stockholders on notes receivable.

At May 31, 1999, our principal sources of liquidity were our cash and cash
equivalents and short-term investments of $36.2 million. We renegotiated our
unsecured line of credit, which provides for up to $5 million in credit, with
the same bank. Our commitments under this agreement expire on September 30,
1999. The line of credit is collateralized by all corporate assets, excluding
leased equipment. Borrowings under the line of credit bear interest at the
lender's prime rate. The agreement requires that we comply with certain
financial covenants and prohibits the assumption of any major debt, except for
equipment leases, without the bank's approval. As of May 31, 1999, there were no
borrowings outstanding under the line of credit. See Note 6 of Notes to
Consolidated Financial Statements.

24
<PAGE> 26

Capital expenditures, including capital leases, were approximately $8.6
million, $707,000 and $577,000 in fiscal 1997, 1998 and 1999, respectively. In
fiscal 1997, these expenditures consisted primarily of purchases of computer
hardware and software and leasehold improvements for our new facilities to which
we relocated in July 1996. In fiscal 1998 and fiscal 1999, these expenditures
consisted principally of purchases of property and equipment, primarily for
computer hardware and software.

We believe that our current cash and cash equivalents, proceeds from this
offering, our bank line of credit and our funds generated from operations, if
any, will provide adequate liquidity to meet our capital and operating
requirements through at least fiscal 2001. Thereafter, or if our spending plans
change, we may find it necessary to seek to obtain additional sources of
financing to support our capital needs, but we cannot assure you that such
financing will be available on commercially reasonable terms, or at all.

RECENT PRONOUNCEMENTS

In March 1998, the American Institute of Public Accountants issued
Statement of Position No. 98-1 (SOP 98-1), Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. This standard requires
companies to capitalize qualifying computer software costs, which are incurred
during the application development stage and amortize them over the software's
estimated useful life. SOP 98-1 is effective for fiscal years beginning after
December 15, 1998. We are currently evaluating the impact of SOP 98-1 on our
financial statements and related disclosures.

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 (SFAS No. 133), Accounting for Derivative
Instruments and Hedging Activities. This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires an entity to recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This Statement is
effective for all quarters of fiscal years beginning after June 15, 1999. We
have not determined our strategy for the adoption of SFAS 133 or its effect on
the financial statements.

During October 1997, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
No. 97-2 (SOP 97-2), Software Revenue Recognition. This statement delineates the
accounting for software product and maintenance revenues. It supersedes
Statement of Position No. 91-1, "Software Revenue Recognition," and is effective
for transactions entered into in fiscal years beginning after December 15, 1997.
We have evaluated the requirements of SOP 97-2 and our current revenue
recognition policy is in compliance with this pronouncement. In December 1998,
AcSEC released Statement of Position No. 98-9 (SOP 98-9), modification of SOP
97-2, Software Revenue Recognition, with respect to certain transactions. SOP
98-9 amends SOP 97-2 to require that an entity recognize revenue for multiple
element arrangements by means of the "residual method" when (1) there is
vendor-specific objective evidence ("VSOE") of the fair values of all the
undelivered elements that are not accounted for by means of long-term contract
accounting, (2) VSOE of fair value does not exist for one or more of the
delivered elements and (3) all revenue recognition criteria of SOP 97-2 (other
than the requirement for VSOE of the fair value of each delivered element) are
satisfied. The provisions of SOP 98-9 that extend the deferral of certain
paragraphs of SOP 97-2 and SOP 98-9 will be effective for transactions that are
entered into in fiscal years beginning after March 15, 1999. Retroactive
application is prohibited. We are evaluating the requirements of SOP 98-9 and
the effects, if any, on our current revenue recognition policies.

YEAR 2000 COMPLIANCE

Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. Beginning in the year
2000, these code fields will need to accept four digit entries to distinguish
21st century dates from 20th century dates. This change is referred to as "year
2000 compliant." In a few months, computer systems and/or software products used
by many companies may need to be upgraded to be year 2000 compliant.

25
<PAGE> 27

We have developed a phased year 2000 readiness plan for the current
versions of our products. The plan includes:

- development of corporate awareness;

- assessment;

- implementation including remediation, upgrading and replacement of
certain product version;

- validation testing; and

- contingency planning.

We also will continue to respond to customer concerns about prior versions
of our products on a case-by-case basis.

The current versions of our products are "year 2000 compliant" when
configured and used in accordance with the related documentation, and provided
that the underlying operating system of the host machine and any other software
used with or in the host machine or our products are also year 2000 compliant.
We have not tested our products on all platforms or all versions of operating
systems that we currently support and have advised our customers to verify that
their platforms and operating systems support the transition to the year 2000.

We face additional risk that suppliers of products, services and systems
that we purchase and others with whom we transact business or from whom we
license technology are not year 2000 compliant. We have not specifically tested
software obtained from third parties that is incorporated into our products,
such as licensed software, shareware, and freeware, but we are seeking
assurances from our vendors that licensed software is year 2000 compliant.
Despite testing by Verity and current and potential customers, and assurances
from developers of products incorporated into the our products, our products may
contain undetected errors or defects associated with year 2000 date functions.
Known or unknown errors or defects in our products could result in the following
adverse effects to our operations:

- delay or loss of revenue;

- diversion of development resources;

- damage to our reputation; or

- increased service or warranty costs.

If third parties can not provide us with products, services or systems that
are year 2000 compliant on a timely basis, our business, results of operations
and financial condition could be materially and adversely affected. We plan to
evaluate various contingency plans in case third-party vendors' systems are not
year 2000 compliant by November 30, 1999.

Finally, as is the case with other similarly situated software companies,
if our current or future customers fail to achieve year 2000 compliance, or if
they divert technology expenditures, especially technology expenditures that
were reserved for enterprise software, to address year 2000 compliance problems,
our business, results of operations, or financial condition could be materially
and adversely affected.

We have funded our year 2000 plan from operating cash flows and have not
separately accounted for these costs in the past. To date, we have not incurred
any material costs related to year 2000 compliance activities. We may continue
to incur additional amounts related to the year 2000 for administrative
personnel to manage the project, outside contractor assistance, technical
support for our products, product engineering and customer satisfaction. The
costs of these year 2000 compliance activities are currently being reviewed and
analyzed by management to determine the potential exposure, which could
adversely affect our business, results of operations, and financial condition.
These estimates will be derived utilizing numerous assumptions of future events
including the continued availability of certain resources, third party
modification plans and other factors. However, we cannot assure you that these
estimates will be achieved

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and actual results could differ significantly from those plans. We may
experience material problems and costs with year 2000 compliance. We cannot
assure you that we will identify and remedy all significant year 2000 problems
in a timely fashion, that remedial efforts in this regard will not involve
significant time and expense, or that these problems will not have a material
adverse effect on our business, results of operations and financial condition.
We have not yet fully developed a comprehensive contingency plan to address
situations that may result if we are unable to achieve year 2000 readiness of
our critical operations. The cost of developing and implementing such a plan may
itself be material. We are also subject to external forces that might generally
affect industry and commerce, such as utility or transportation company year
2000 compliance failures and related service interruptions.

We have not been a party to any litigation or any proceedings to date
involving our products or services related to year 2000 compliance issues;
however, we cannot assure you that we will not in the future be required to
defend our products or services in proceedings, or to negotiate the resolution
of claims based on year 2000 issues. Some commentators have predicted
significant litigation regarding year 2000 compliance issues, and we are aware
of such lawsuits against other software vendors. Because of the unprecedented
nature of such litigation, it is uncertain whether or to what extent we may be
affected by it. The costs of defending and resolving year 2000-related disputes,
and any liability of the company for year 2000-related damages, including
consequential damages, could have a material adverse effect on our business,
results of operations and financial condition.

IMPACT OF EUROPEAN MONETARY CONVERSION

We are aware of the issues associated with the changes in Europe resulting
from the formation of a European economic and monetary union. One change
resulting from this union required EMU member states to irrevocably fix their
respective currencies to a new currency, the euro, as of January 1, 1999, at
which date the euro became a functional legal currency of these countries.
During the next three years, business in the EMU member states will be conducted
in both the existing national currency, such as the French franc or the Deutsche
mark, and the euro. As a result, companies operating or conducting business in
EMU member states will need to ensure that their financial and other software
systems are capable of processing transactions and properly handing these
currencies, including the euro. We are still assessing the impact that the
conversion to the euro will have on our internal systems, the sale of our
products, and the European and global economies. We will take appropriate
corrective actions based on the results of such assessment. We have not yet
determined the cost related to addressing this issue.

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BUSINESS

OVERVIEW

We develop, market and support knowledge retrieval software products for
corporate intranets and extranets, online publishers and e-commerce providers,
original equipment manufacturers, or OEMs, and independent software vendors. Our
comprehensive and integrated product family enables enterprise-wide document
indexing, classification, search and retrieval, organization and navigation,
personalized dissemination, and hybrid online and CD publishing all from the
same underlying Verity information index. Our products organize and provide
simple, single-point access to business information across the entire
enterprise. By doing so, our products create a corporate portal, thereby
leveraging the value of existing corporate investments in intranets and network
infrastructure.

Our software has been licensed directly to over 1,000 corporations,
government agencies, software developers, information publishers and e-commerce
vendors. We focus on three core markets, intranet-based knowledge retrieval
applications for large corporate and government organizations, information
retrieval solutions for e-commerce and electronic publishers, and embedded
solutions for OEMs. We pursue sales opportunities within organizations and
government agencies through the efforts of our direct sales force and our
products are also sold indirectly through a network of OEMs, value added
resellers and system integrators.

INDUSTRY BACKGROUND

The Internet has rapidly emerged as an important medium for facilitating
communication, disseminating information and conducting electronic commerce,
known as e-commerce. International Data Corporation estimates that worldwide
commerce spending over the Internet will reach approximately $1.3 trillion by
the end of 2003, up from approximately $50 billion in 1998, and that e-commerce
software applications licensing revenue will grow to $13.2 billion in 2003, up
from $444 million in 1998. The increased use of the Internet by businesses and
consumers has been driven by the rapid acceptance of e-commerce and the
development of content and commerce applications. As e-commerce proliferates,
the Web is increasingly becoming the backbone for accessing, disseminating and
managing corporate information.

The broad acceptance of the Internet led initially to the emergence of
corporate intranets as a platform for internal corporate communication.
Corporations have further leveraged the Web to communicate with business
partners and customers through corporate extranets. Intranets and extranets
represent a significant opportunity for enterprises to improve employee,
customer and business partner communication, streamline and enhance information
collection, dissemination and management, and improve overall operating
efficiencies.

In particular, the corporate intranet has emerged as a universal
information utility, connecting users to business resources and information of
all kinds. Corporate intranets, through the use of web browsers, web servers and
Internet protocols, enable information from different systems and departments to
be shared with less deployment effort than in the past. Intranets and browsers
have created a consistent framework for information connectivity, and have
become the backbone to most corporate networks. A large corporate intranet can
connect hundreds of applications, thousands of file and web servers, and
millions of documents. While this greater connectivity can increase the volume
of available content, it has not necessarily made information easier to find or
use.

The proliferation of information on corporate intranets has been
accompanied by a growing recognition that institutions, particularly large ones,
need to manage their corporate knowledge more effectively. The majority of
business critical information such as contracts and patents, project plans and
reports, and customer and competitor information, both within the enterprise and
on the Internet, are

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documents stored electronically in a variety of different formats. These formats
include but are not limited to:

- Word processing formats, such as Microsoft Word and Corel Word Perfect;

- ASCII Text;

- Various e-mail formats;

- Hypertext Markup Language, or HTML;

- Extensible Markup Language, or XML;

- Standard Generalized Markup Language, or SGML;

- Adobe's Portable Document Format, or PDF; and

- Spreadsheet formats, such as Microsoft Excel.

In addition, the physical location or source of structured or unstructured
information varies widely and often includes:

- web and file servers;

- information from CD-ROMs and DVD-ROMs;

- relational databases and backoffice enterprise resource planning systems;

- electronic mail;

- text files; and

- newswire feeds.

Consequently, navigating this vast array of information, document types,
formats and storage systems has become complex and confusing. According to
Forrester Research, the majority of Fortune 1000 intranets suffer from unmanaged
content and ad hoc site development. The dramatic increase in the amount of
electronic information accessible via networks has created a need for software
to improve the usability of networked information, enabling users to locate,
navigate, organize and reuse information efficiently.

Companies have attempted to develop intranet applications to manage the
increased amount of information. However, historically the performance of
intranet applications degraded significantly as the volume of information, users
and document formats within multiple systems increased. This inability to
accommodate increased information, users and document formats, or lack of
scalability, has limited the usefulness of the available information. In
addition, the precision of typical information retrieval technology has been
limited by the quality of the query posed by the user. For instance, a one word
query may produce instant results but may generate many documents unrelated or
irrelevant to the user's need. On the other hand, a complex multi-word query may
exclude relevant information. In addition, traditional information retrieval
applications have generally been too focused on their ability to conduct
user-initiated ad-hoc searches and lack the ability to proactively notify users
of new business information when it becomes available.

E-commerce applications also face similar search and retrieval problems.
For instance, as the availability of goods and services proliferates on the Web,
online retailers seek to offer prospective customers easy and productive
shopping experiences. Users need to find the products they are seeking rapidly
as well as information needed to make their purchasing decisions.

Organizations seek to build intranets and e-commerce sites that are easy to
navigate and well organized. Corporations want their employees to find
information quickly and e-commerce sites seek to drive higher revenue through
quick and precise searches. These entities also look for intranet solutions
which utilize existing infrastructure and work with all formats and systems to
fully leverage legacy

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investments. Organizations seek to be more effective through collaborating and
sharing information seamlessly. In order to do so, these organizations must
access all relevant corporation information, wherever it is stored, in a rapid,
simple and precise manner. In order to accomplish this, information retrieval
technology must be scalable, integrated, precise and personal. This results in
more streamlined processes, better prepared employees and improved operating
efficiencies. In e-commerce, providing effective product catalog searching and
information is critical to site efficiency and usefulness, often proving to be a
key differentiator between successful and unsuccessful e-commerce ventures.

THE VERITY SOLUTION

We develop, market and support knowledge retrieval software products for
corporate intranets and extranets, online publishers and e-commerce providers,
OEMs and independent software vendors. Our comprehensive and integrated product
family enables enterprise-wide document indexing, classification, search and
retrieval, organization and navigation, personalized dissemination, and hybrid
online and CD publishing all from the same underlying Verity information index.
Our products organize and provide simple, single-point access to business
information across the entire enterprise. By doing so, our products create a
corporate portal, thereby leveraging the value of existing corporate investments
in intranets and network infrastructure. We believe our products' functionality
and flexibility enable us to offer our customers a knowledge solution that
strengthens their own businesses by improving intranet efficiencies, employee
productivity and communication.

Our cross-platform knowledge retrieval product suite is scalable and is
designed to solve the knowledge retrieval problems of large institutions and
commerce sites. Our products use a combination of full text, metadata and
knowledge-based methods to index and retrieve textual or other information
stored in a variety of formats and systems across corporate intranets, extranets
and the Internet. Our products organize and rank the relevance of selected
information, enabling users to filter and evaluate information personalized to
their specific needs and interests. Our products enable user-initiated
interactive query, and also enable the construction of automated software agents
that actively and continuously monitor Internet and intranet information sources
such as web sites, news feeds and file systems for new information or changes in
content matching user profiles. Other products enable the high-speed
classification of information, the organization of information into taxonomies
and the visual navigation of information. Additionally, our products allow
organizations to build hybrid online and offline information distribution
systems by publishing information on CD-ROM, maintaining links to active web
sites and enabling automatic synchronization between the Web and a user's local
computer.

We originally developed our core search and retrieval technology for use by
large government agencies in the defense and intelligence communities. In the
past several years, we have enhanced and expanded our family of products and
markets. Today, we offer a broad range of information retrieval products for
corporate intranets and extranets, e-commerce and publishing, and OEMs and
embedded solutions.

Corporate Intranets and Extranets. We market an integrated product suite
enabling public and private organizations to index, search, retrieve, classify,
organize, navigate, disseminate and publish textual information residing in many
document formats and in web and file servers distributed across the enterprise.
Verity Information Server and Verity Knowledge Organizer are designed to serve
as the foundation of a well-designed corporate portal. Verity Information Server
creates a searchable index to information across the enterprise. With Verity
Knowledge Organizer, data from different systems and sources can be grouped
together logically and navigated visually, reducing content management costs and
increasing the usability of corporate information assets.

Electronic Commerce and Publishing. E-commerce vendors, including online
stores and publishers, demand fast and accurate searches across large bodies of
content. Our Internet products are designed to provide e-commerce vendors and
online information publishers with an integrated solution enabling their users
to navigate efficiently through large bodies of online information such as
product catalogs, news services and document repositories. Through the use of
our knowledge retrieval products, vendors seek to convert more site visitors
into buyers and more buyers into repeat customers. Our product offerings include

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a Verity K2 Toolkit search engine designed to scale to support the largest
commercial Internet sites and to enable millions of products and documents to be
searched and indexed by hundreds of users simultaneously.

OEMs and Embedded Solutions. Our toolkits enable software developers to
embed our search-and-retrieval, profiling agent, and viewing and filtering
technologies within their products. Our technology has been embedded in document
repository systems offered by Documentum, Eastman Software and Easy GmbH as well
as enterprise resource planning systems from SAP, and many business applications
including relational and object-oriented database products and resume tracking,
customer care and help desk systems.

STRATEGY

Our objective is to maintain and expand our position as a leader in
knowledge retrieval solutions for corporate intranets and extranets, e-commerce
and publishing, and OEMs and embedded solutions. Key elements of our strategy to
achieve this objective are as follows:

Capitalize on the Growth of Intranets and Extranets. Our products and
services are currently used by more than 1,000 corporations and organizations
worldwide. Organizations of all sizes, particularly Fortune 1000 companies, are
increasingly developing corporate intranets and extranets as a means of
connecting employees, customers and business partners to vital corporate
information. We believe the depth and breadth of our product and service
offerings combined with our history and reputation for providing leading
information search and retrieval solutions position us to capitalize on this
trend. We intend to pursue additional revenue opportunities in our broad base of
customers by meeting more of their information search and retrieval needs. We
also intend to leverage our installed base, product leadership and brand
recognition to extend our market leadership to the growing number of
organizations worldwide adopting corporate intranets and extranets as the
preferred means to manage and disseminate valuable corporate information.

Increase Our Penetration of the E-commerce Market. We believe our
technology, scalable and functional product offering, large installed customer
base and partnering relationships position us well for deeper market penetration
in e-commerce. We intend to leverage our market leadership to capitalize on the
rapid expansion of e-commerce. As our current Fortune 1000 installed customer
base adopts e-commerce strategies, we intend to provide them with e-commerce
solutions that complement their existing Verity intranet solutions.

Enhance Our Sales and Marketing Capabilities. We intend to enhance our
sales and marketing organization in order to benefit from the growth of
intranets, extranets and e-commerce. We seek to continue to increase the size
and effectiveness of our direct sales organization to capitalize on the key
growth segments of our business. In addition, we intend to leverage our
relationships with system integrators to extend our market reach. We intend to
increase our brand awareness through a combination of online and print
advertising, direct marketing, public relations and other marketing programs. We
also intend to develop promotional and media campaigns with key customers and
partners to increase our visibility and improve our competitive position in the
marketplace.

Expand Our Product and Service Offerings. We believe that our products
provide us with a strong foundation for corporate knowledge retrieval. To
strengthen this foundation, we intend to expand our products, technologies and
services to meet our customers' strategic intranet, extranet and e-commerce
needs. To accomplish this goal, we intend to continue to develop new products
and technologies through internal research and development, through partnerships
and the acquisition of complementary technologies and businesses. We also intend
to expand the breadth of our consulting services to provide our business
partners and customers with additional expertise in the implementation of our
products.

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PRODUCTS

Our product suite enables organizations to turn corporate intranets and
extranets into a powerful knowledge base, making business information accessible
and reusable across the enterprise. Our comprehensive and integrated product
family enables enterprise-wide document indexing, classification, search and
retrieval, and personalized information dissemination all from the same
underlying Verity index. Because our products are designed to work together,
customers may begin by deploying basic retrieval technology and later can
incorporate more sophisticated classification and dissemination technology as
their business needs expand. Additionally, because we offer enterprise and
departmental solutions, our customer's investment is preserved by our capability
to expand to support the largest document repositories and corporate intranets
and extranets.

Enterprise Knowledge Retrieval Products:

Verity Information Server. Verity Information Server indexes, searches and
retrieves information on web and file servers located across an enterprise,
including corporate intranets, online retail catalogs, research and development,
executive messaging and business intelligence systems. Information Server
includes a powerful search navigation facility which includes document
clustering, automatic summarization and query by example. Information Server has
the power and flexibility to enable any business to organize and integrate
heterogeneous information repositories into a coherent index. This index can
serve as a well-organized corporate intranet or portal.

Verity Intranet Spider. Verity Intranet Spider searches and indexes web and
file servers extending the reach of Information Server by enabling users to
index multiple domains and to specify the scope and set of sources to be
indexed. Combined with Information Server, Intranet Spider helps assure
efficient search, retrieval and automatic monitoring of intranet and Internet
content.

Verity Knowledge Organizer. Verity Knowledge Organizer organizes and
classifies corporate information into categories based on the standard terms
used by companies to describe their business operations. Knowledge Organizer, an
add-on application to Information Server, enables organizations to build master
directories, that provide users with an intuitive, visual means to navigate and
retrieve information. Unlike solutions that rely solely on manual categorization
or complicated technology, Knowledge Organizer categorizes information
automatically according to defined business rules.

Verity Agent Server. Verity Agent Server, an add-on application to
Information Server, automates and personalizes the information retrieval and
delivery processes, allowing users to spend less time looking for information
and more time acting on it. Users configure their own personal agents that
monitor a broad range of intranet and Internet resources continually, including
documents, e-mail, discussion groups, databases and newswires. Agents notify
users proactively when information matching their interest profiles is
discovered. This information is then delivered to the users by a variety of
delivery mechanisms including customized web pages and email.

Verity Document Navigator. Verity Document Navigator, an add-on application
to Information Server, enables organizations to view, navigate and search long
structured documents more effectively and efficiently. Long, complex or
book-length documents are identified during the presentation of results of a
standard Verity search. When these documents are retrieved, the user can
navigate them visually, organized by the document's table of contents. The table
of contents indicates which sections of the document are most relevant to the
user's query. By simply pointing and clicking, the user can visually and
intuitively move to the desired section of the document. Document Navigator
organizes and indexes long documents such as operating manuals, legal and
financial filings, and technical documentation.

Verity Information Connectors and Gateways. These add-on products extend
the indexing range of Information Server. Through the use of information
connectors and gateways, we develop and market access and indexing for popular
information products, including Lotus Notes and relational databases.

Verity CD-Web Publisher. Verity CD-Web Publisher is a hybrid CD-ROM/Web
information publishing system. CD-Web Publisher is designed to publish the
contents of a web site on CD-ROM while

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maintaining links to web sites. CD-Web Publisher is designed for high-volume
information publishers, customer service organizations and others who need to
use web-based information off-line. CD-Web Publisher includes Verity's standard
search capabilities.

OEM and Custom Application Development Tools:

Verity Developer's Kit. Verity Developer's Kit enables developers to
incorporate search and retrieval functionality in their software applications.
Developers use Developer's Kit to build applications with high-performance
indexing, search classification, retrieval and viewing integrated seamlessly
into applications.

Verity K2 Toolkit. Verity K2 Toolkit combines the precision of Developer's
Kit with high-performance and scalability. K2 Toolkit is designed to enable
organizations to build scalable, fault-tolerant applications to allow thousands
of users to search hundreds of millions of unstructured documents online
yielding quick and efficient results.

Verity Profiler Kit. Verity Profiler Kit enables users to develop
applications that use content and metadata to classify information automatically
and trigger business events. Profiler Kit enables developers to build
specialized applications, using patented technology, to disseminate information
accurately to users, to notify users about critical new information, or to
classify documents into specific categories.

Verity Agent Server Toolkit. Verity Agent Server Toolkit enables developers
to build custom information dissemination applications using the capabilities of
Agent Server.

KeyView Products:

The KeyView product family enables users to filter and view documents
residing in hundreds of application formats and is targeted at OEMs, independent
software vendors and corporate customers. KeyView Pro provides desktop viewing
and filtering, and compression functionality. The product suite also includes
two software development toolkits, KeyView SDK and HTML Export SDK. These
toolkits enable viewing of many documents in different formats from within
commercial applications and the automatic conversion of any document to HTML.
The KeyView Developer's Kit is designed to allow independent software vendors to
embed KeyView functionality within their own applications.

SERVICES

We make extensive technical support and training services available for our
customers, and provide consulting services designed to assist our customers in
utilizing Verity software to develop custom search and retrieval applications.
As of June 30, 1999, we employed 18 people in our technical support
organization, 32 people in our consulting group and one person focused on
developing and coordinating training services.

Technical Support and Maintenance. We provide post-sale customer support
directly through our own technical support engineers, who handle most support
calls by telephone and electronic mail. We offer annual maintenance contracts,
which entitle our customers to full telephone support service, software updates
and bug fixes. We also provide our customers access to technical support
services by electronic mail and over the Internet and a bulletin board system.

Consulting. We offer consulting services to our enterprise customers, OEMs,
value added resellers and system integrators to assist them in designing and
deploying Verity applications tailored to meet their particular information
search and retrieval needs. Consulting services have typically been offered on a
time and materials basis.

Training. We provide training services at our own training facilities
located in Sunnyvale, California, as well as at the facilities of our customers,
value added resellers and system integrators worldwide. We also provide training
through certain authorized third parties. We have developed an extensive set of
courses and materials for presentation by our professional instructors. We
believe our training helps assure

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increased customer satisfaction while enhancing our ability to make additional
sales to our existing customer base. Customers typically pay for training
services on a course or fee basis.

CUSTOMERS

The following entities rank among our top five customers in their
respective markets based on revenue recognized by us over our last two fiscal
years:

OEM
Documentum, Inc.
Informix Corporation
Lotus Development Corporation

E-COMMERCE
CDnow, Inc.
Cyberian Outpost, Inc.
Ticketmaster Online-CitySearch, Inc.

ACCOUNTING AND CONSULTING
Deloitte & Touche LLP
KPMG LLP

GOVERNMENT
Belastingdienst Automatisering
U.S. Department of State
U.S. Drug Enforcement Agency
PUBLISHING
Congressional Quarterly
Dow Jones & Company, Inc.
Financial Times Information Limited
Law Office Information Systems, Inc.

HIGH TECHNOLOGY
Boeing Company
Cisco Systems, Inc.
Hewlett-Packard Company
SAP AG

TELECOMMUNICATIONS
Bell Atlantic Corporation
France Telecom
Nortel Networks Corp.

SALES AND MARKETING

We seek to tailor our sales and marketing efforts to most effectively reach
customers in each of our core markets. We pursue opportunities within
organizations and government agencies through the efforts of our direct sales
force. Our products are also sold indirectly through a network of OEMs, value
added resellers and system integrators.

Direct Sales. Our direct sales force is trained to assist customers to
acquire and utilize our suite of products to integrate information residing
within the organization over a variety of sources such as word processing
documents, relational database document repositories and web and file servers.
Our direct sales force also targets online service providers and publishers of
information stored on both the Internet and CD-ROM. We maintain direct sales
offices or personnel in a number of metropolitan areas across the United States,
including Atlanta, Chicago, Dallas, New York, Seattle, Sunnyvale and Washington,
D.C. European direct sales operations are located in London, Utrecht, Frankfurt,
Munich and Paris. We also have sales partnerships with companies located in Asia
and Australia.

Value Added Resellers and System Integrators. Our value added resellers and
system integrators distribute our products as part of integrated turnkey
solutions for the enterprise and Internet. We also market products such as
document management and support automation which incorporate our information
retrieval toolkits. Our products are resold through partners in North America,
Western Europe, Asia and Australia.

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Original Equipment Manufacturers. Our search technology is sold as an
integrated feature of software products offered by over 200 OEM solution
providers. Our OEM partners are drawn from such application markets as:

- groupware (Intraspect, Lotus);

- document management (Documentum, Eastman Software, Easy GmbH);

- enterprises resource planning systems (SAP);

- help desk and customer care solutions (Primus, ServiceWare);

- product data management solutions;

- e-commerce (BroadVision); and

- personal productivity (Adobe, Corel, Lotus, Qualcomm).

Our marketing activities are targeted at building market awareness and
identifying prospective customers for enterprise, Internet and e-commerce,
online publishing, hybrid CD-ROM/Web and OEM applications. Our marketing efforts
include participation in tradeshows, conferences and industry events, Verity
seminars, industry speaking engagements, and advertising and direct mail
campaigns targeting specific markets such as corporate portal developers,
intranet web site and content managers, and online catalog developers. Certain
of our OEM contracts also provide for brand name exposure concerning the OEM's
embedding of Verity technology. We also maintain an active public relations
program targeting industry analysts and leaders in the trade and business press,
and maintain a public web site which has been a source of sales leads. As of
June 30, 1999, our sales and marketing organizations consisted of 113 employees.

TECHNOLOGY

Our core technology was originally developed by us for use by large
government agencies in the defense and intelligence communities to perform
complex, customized search and retrieval applications on stand-alone, host-based
systems. Since early fiscal 1994, we have expanded our product offerings to
support commercial client/server and web-based computing environments. We have
expanded our markets to include corporate intranets and e-commerce vendors, OEM
and online and CD-ROM information publishers. Our technologies address the major
aspects of knowledge retrieval including document indexing, query formulation
and execution, concept-based information retrieval, ranking and presentation of
results, document classification, automated information dissemination,
information organization and navigation, document viewing and filtering and
hybrid CD-ROM/Web publishing.

Indexing. The search engine incorporated in our server products or OEM
applications indexes documents automatically based upon user-specified criteria.
This index is referred to as a "Verity collection." Verity indices exploit full
text, metadata and our unique knowledge mapping system, Topics(R). Collections
created through the indexing process contain the results of text analysis
performed by our engine as well as information about the document's context and
structure. End users with Verity-based applications or standard web browsers can
search those collections that administrators make available to them. Verity
architecture is designed to permit real-time indexing of new documents into a
Verity collection, even while users actively search that collection. As a
result, the system provides enhanced availability, and is designed to operate
during maintenance and back up. K2 Toolkit enhances the availability of our
applications by providing redundant processing paths, further enhancing system
availability.

Query Formulation and Execution. Our search engine is designed to enable
users to formulate and refine queries using a series of information retrieval
methods including keyword, thesauri, dictionaries and concept-based retrieval.
Once formulated, queries can be used to retrieve archived information using a
standard, interactive search. Our core query formulation technology is the
Verity Query Language which contains more than 30 operators which can be used to
formulate precise and filtered information requests.

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Our search engine is designed with an open architecture which employs multiple
search techniques and supports incorporation of additional techniques by us, by
third parties or by organizations building custom applications. This open
environment enables third-party developers to extend our products and tools. Our
high performance search engine, K2, employs a network of brokers and servers to
offer scalable, parallel searching across hundreds of millions of documents. The
technology is designed to scale linearly with the growth of users, documents or
queries and to support the largest corporate intranets and e-commerce sites. We
intend to embed K2 technology which is currently available as a toolkit, into a
future, enterprise scalable packaged corporate information retrieval
application.

Concept-based Information Retrieval. Our unique concept-based Topics(R)
technology enables users to construct families of queries, organized
hierarchically into subject themes. Users construct a hierarchical tree of
concepts with weighted branches which define a Topic. Topic trees graphically
represent rules of evidence describing the probability that a given document is
about a given subject. Topics, because they are stored queries, can be used to
expand a user's query automatically so that all related concepts are used in the
search process, even if the user inputs a simple one or two word query. Topics
can significantly increase the precision of information retrieval over typical
Boolean or natural language methods.

Ranking and Results Presentation. The results obtained through matching
queries against document collections are provided with a relevance score
calculated by the Verity engine. This score may be presented, along with other
available document-attribute information desired by the user, in a customizable
results list. We are actively developing added functionality designed to enable
the organization, or "clustering", of search results according to common themes
within the retrieved documents. We also provide automatic document summarization
and query by example, a facility allowing any document to be turned into a "find
more documents like this" query. Sets of documents may also be navigated as a
directory using Knowledge Organizer to organize documents into taxonomies which
can be browsed visually.

Document Classification. Verity Profiler is a high-speed matching engine,
which compares a stream of new documents or a collection of existing documents
to a set of Topics or other stored queries. Profiler determines which queries
best match those documents, based on threshold values established by the user or
administrator. The output of Profiler is a set of metadata identifying the
queries which match individual documents. This metadata can be stored as
persistent classification information or can be used to trigger custom business
processes such as automated routing of information to users. This profiling
process is designed to address high user and data volumes such as those
associated with large corporate intranets and online applications such as news
services.

Automated Information Dissemination. Any query can be used as an active
agent deployed to watch and "clip" relevant information as it enters a corporate
network or public web site. Verity agents compare new information with a
database of stored queries which are linked to user profiles. User profiles
specify the frequency and method by which users want to be notified about
subjects that they are tracking. Our agent-based technology can notify and route
information to users via email, a page, a pager or a custom process such as
automated filing of information into subject directories. Our agent technology
is targeted at organizations building executive briefing, message handling,
competitive intelligence and related systems.

Information Organization and Navigation. We provide technology which
enables organizations to establish a taxonomy-based scheme for organizing
information into subject directories, similar to popular Internet directory
services, using automated methods. Knowledge Organizer uses metadata, pathnames,
universal resource locator and Topic classification rules to classify documents
automatically against the organization's taxonomy. Once the taxonomy has been
populated with intranet or Internet-based information, users can browse the
directory visually. Knowledge Organizer combines visual navigation and searching
(scope searching) enabling a more efficient and intuitive information retrieval
process.

Viewers and Filters. Document filtering, provided by our incorporation of
our KeyView technology, automatically detects the kind of document being indexed
and isolates the text to be indexed from embedded formatting information.
Filters are designed to enable the indexing engine to handle a wide variety of
document types and formats. The threadsafe nature of our filters helps assure
fast and reliable

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<PAGE> 38

access to documents for searching. Our KeyView viewing technology is designed to
provide users with the ability to view documents in a variety of formats without
the use of the application which generated the document. On the basis of KeyView
filtering and viewing technology, we have developed a series of applications.
These include the KeyView Pro desktop viewing product, Verity HTML Export, a
server-side application that converts any document into a web page enabling any
web-enabled desktop to view information universally, and Document Navigator, a
product which enables the navigation and searching of long, structured
documents.

Hybrid CD-ROM/Web Publishing. We have developed technology enabling
organizations to publish the contents of web sites onto CD-ROM, DVD-ROM and
other permanent storage media. Used in professional information publishing,
market data distribution and customer care applications, Verity CD-Web Publisher
combines media authoring and the Verity search engine available on a CD, for
offline viewing of high volume information. This technology automatically
synchronizes upon connecting to the Web ensuring that local client-based
information is up-to-date.

PRODUCT DEVELOPMENT

Our development efforts are focused on expanding our suite of products,
designing enhancements to our core technology, and addressing additional
technical challenges inherent in developing new applications for enterprise,
e-commerce, OEM and sophisticated CD-ROM publishing markets. Our research and
development is focused on enhancing core indexing and search performance and
precision, data access and security gateways, enterprise scalability, knowledge
management functionality, programmable application programming interfaces, and
product deployability. As of June 30, 1999, there were 102 employees on our
research and development staff. Our research and development expenditures in
fiscal 1997, fiscal 1998 and fiscal 1999 were $14.3 million, $15.5 million and
$13.7 million, respectively, which represented 33.5%, 40.0% and 21.3% of total
revenues, respectively. We expect that we will continue to commit substantial
resources to product development in the future.

COMPETITION

The electronic information search and retrieval software market is
intensely competitive. We believe that the principal competitive factors in such
market are:

- product quality;

- performance and price;

- vendor and product reputation;

- product architecture;

- strategic alliances;

- product functionality and features; and

- ease of use and quality of support.

A number of companies offer competitive products addressing certain of our
target markets. In the enterprise market, we compete with Dataware, Infoseek,
Hummingbird/PC Docs and Excalibur, among others. Microsoft has also begun to
supply products for the enterprise market. In the Internet/publishing market, we
compete with Dataware, Excalibur, Hummingbird/PC Docs/Fulcrum, Infoseek,
Inktomi, Lotus and Microsoft, among others. We also compete indirectly with
database vendors that offer information search and retrieval capabilities with
their core database products. In the future, we may encounter competition from
companies that enhance products such as:

- document management systems;

- groupware applications;

- Internet products; and

- operating systems to include text search and retrieval features.

Many of our existing competitors, particularly Microsoft, as well as a
number of other potential new competitors, have significantly greater financial,
technical and marketing resources than we do. Although

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<PAGE> 39

we believe that our products and technologies compete favorably with respect to
the factors outlined above, we cannot assure you that we will be able to compete
successfully against its current or future competitors or that competition will
not seriously harm our business.

One element of our strategy is to embed our technology in products offered
by our OEM customers. Many of the markets for these products are also new and
evolving and, therefore, subject to the same risks that we face in the markets
for our own products. In addition, consolidation in the industries we serve
could, and acquisition or development by any of our significant customers of
technology competitive with ours would, materially and adversely affect our
business and prospects.

PROPRIETARY RIGHTS

Our success and ability to compete is dependent in part upon our
proprietary technology. Any failure to adequately protect our proprietary rights
could result in unexpected costs and delays in shipment. While we rely on trade
secret and copyright law to protect our technology, we believe that the
following factors are more essential to establishing and maintaining a
technology leadership position:

- the technological and creative skills of our personnel;

- new product developments;

- frequent product enhancements;

- name recognition; and

- reliable product maintenance.

We presently have one issued patent, which will expire in January 2016, and
two patent applications pending. We cannot assure you that other companies will
not develop technologies that are similar or superior to our technology. The
source code for our proprietary software is protected both as a trade secret and
as a copyrighted work. Despite these precautions, it may be possible for a third
party to copy or otherwise obtain and use our products or technology without
authorization, or to develop similar technology independently. In addition,
effective copyright and trade secret protection may be unavailable or limited in
some foreign countries.

To license our products, we frequently rely on "shrink wrap" licenses that
are not signed by the end user and, therefore, may be unenforceable under the
laws of several jurisdictions. Despite our efforts to protect our proprietary
rights, unauthorized parties may attempt to copy aspects of our products or to
obtain and use information that we regard as proprietary. Policing unauthorized
use of our products is difficult. We cannot assure you that the steps we take
will prevent misappropriation of our technology or that these agreements will be
enforceable. In addition, litigation may be necessary in the future to enforce
our intellectual property rights, to protect our trade secrets, to determine the
validity and scope of the proprietary rights of others, or to defend against
claims of infringement or invalidity. Litigation could result in substantial
costs and diversion of resources and could have a material adverse effect on our
business, operating results and financial condition regardless of the outcome of
the litigation.

Some of the technology used by our products is licensed from third parties,
generally on a nonexclusive basis. We believe that there are alternative sources
for each of the material components of technology we license from third parties.
However, the termination of any of these licenses, or the failure of the
third-party licensors to adequately maintain or update their products, could
result in delay in our ability to ship these products while we seek to implement
technology offered by alternative sources. Any required replacement licenses
could prove costly. Also, any delay, to the extent it becomes extended or occurs
at or near the end of a fiscal quarter, could result in a material adverse
effect on our quarterly results of operations. While it may be necessary or
desirable in the future to obtain other licenses relating to one or more of our
products or relating to current or future technologies, we cannot assure you
that we will be able to do so on commercially reasonable terms or at all.

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<PAGE> 40

EMPLOYEES

As of June 30, 1999, we had a total of 295 employees, including 102 in
research and development, 92 in sales, 21 in marketing and 51 in related
customer support services, 25 in administration and four in manufacturing. Of
these employees, 198 were located in the United States, 49 in Europe and 48 in
Canada. None of our employees is represented by a collective bargaining
agreement, nor have we experienced any work stoppage. We consider our relations
with our employees to be good.

PROPERTIES

Our principal administrative, sales, marketing and research and development
facilities occupy approximately 51,000 square feet in Sunnyvale, California. Our
operating lease agreement for this facility commenced in June 1996 and expires
in March 2005. Our average annual lease payment, based on the total 96,000
square feet of leased property, is scheduled to be approximately $1.2 million.
In addition, we also lease sales offices in Virginia, New York, Illinois,
England, Netherlands, France and Germany and a development and technical support
office in Canada.

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<PAGE> 41

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

As of June 30, 1999, our directors and executive officers were as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Gary J. Sbona 55 President, Chief Executive Officer and Chairman of the Board
Stephen W. Young 50 Chief Operating Officer
James E. Ticehurst 54 Vice President, Finance and Administration and Assistant
Secretary
Anthony J. Bettencourt 38 Senior Vice President, Worldwide Sales and Product Marketing
James A. Garvey 59 Vice President, Engineering
Hugh S. Njemanze 42 Vice President and Chief Technology Officer
Ronald F.E. Weissman 48 Vice President, Strategy and Corporate Marketing
Thomas E. Gardner 58 Vice President, Product Strategy
Todd K. Yamami 32 Corporate Controller
Steven M. Krausz(1) 44 Director
Stephen A. MacDonald 53 Director
Charles P. Waite, Jr.(1) 44 Director
</TABLE>

- ---------------
(1) Member of the Compensation and Audit Committees.

GARY J. SBONA has been our President and Chief Executive Officer since July
1997, a director since May 1998 and the Chairman of our Board of Directors since
March 1999. Since 1974, Mr. Sbona has also served as the chairman and chief
executive officer of Regent Pacific Management Corporation, a professional
services company that is currently providing our company with management
services. Mr. Sbona holds a B.S. in Business and Engineering from San Jose State
University.

STEPHEN W. YOUNG joined our company as part of the Regent Pacific
Management team in July 1997 and was subsequently appointed to the position of
Chief Operating Officer. Since 1990, Mr. Young has served as a principal of
Regent Pacific Management Corporation. Mr. Young holds a B.S. in Industrial
Administration and a M.B.A. from the University of Illinois.

JAMES E. TICEHURST joined our company as Accounting Manager in December
1988 in a consulting capacity. He was subsequently promoted to Controller and in
October 1997 was appointed to the position of Vice President, Administration and
Controller and Assistant Secretary. In February 1999, Mr. Ticehurst was promoted
to Vice President, Finance and Administration and Assistant Secretary. Mr.
Ticehurst holds a B.S. in Accounting from San Jose State University.

ANTHONY J. BETTENCOURT joined our company in July 1995 as Vice President of
North American sales. He was subsequently promoted to Vice President of
Worldwide Sales and Marketing and served in this position until his departure in
December 1996. Mr. Bettencourt rejoined our company in September 1997 as Senior
Vice President, Worldwide Sales and Product Marketing. Prior to initially
joining our company, Mr. Bettencourt served as vice president of sales for
Versant Object Technology from 1992 to June 1995 and as director of U.S. sales
for Versant Object Technology from July 1990 to 1992. Prior to rejoining us, Mr.
Bettencourt served as an officer of OnLive! Technologies, a private technology
company. From December 1988 to July 1990, Mr. Bettencourt served as Vice
President of Sales for Rockwell CMC. Mr. Bettencourt holds a B.A. from Santa
Clara University.

JAMES A. GARVEY joined our company as part of the Regent Pacific Management
team in July 1997 and was subsequently appointed to the position Vice President,
Engineering. Since 1984, Mr. Garvey has served as a principal of Regent Pacific
Management Corporation. Mr. Garvey holds a B.S. and a M.S. from Providence
College and a Ph.D. from Brown University.

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<PAGE> 42

HUGH S. NJEMANZE has served as Vice President since February 1997 and our
Chief Technology Officer since July 1997. Mr. Njemanze joined our company in
November 1993 serving as Software Architect until April 1994. He then served as
Director, Applications Development until February 1997. Prior joining our
company, he served as a member of the Technical Staff at Apple Computer. Mr.
Njemanze holds a B.S. in Computer Science from Purdue University.

RONALD F.E. WEISSMAN joined our company in May 1997 as Vice President,
Corporate Marketing. In October 1997, he became Vice President of Worldwide
Marketing. In July 1998, he took on a new role at our company, Vice President,
Strategy, Corporate Development and Corporate Marketing. Mr. Weissman was
employed by Filoli Information Systems as Vice President, Sales and Marketing
from April 1995 to May 1997. From January 1990 to April 1995, he was employed by
NeXT Software, Inc. in various capacities, most recently as Director, Corporate
Marketing where he managed European marketing and American corporate marketing.
Mr. Weissman holds a B.A., a M.A. and a Ph.D. from the University of California,
Berkeley.

THOMAS E. GARDNER joined our company as part of the Regent Pacific
Management team in July 1997 and was subsequently appointed to the position Vice
President, Product Strategy. Since 1986, Mr. Gardner has been associated with
Regent Pacific Management Corporation. Mr. Gardner holds a B.S. in Electrical
Engineering from Polytechnic Institute of Brooklyn, an M.S. in Engineering
Science from Rensselaer Polytechnic Institute and a M.S. in Management from
Stanford University.

TODD K. YAMAMI joined our company as Accounting Manager in June 1995 and in
November 1997 he was promoted to Director, Finance and Accounting and, in
February 1999, he was appointed Corporate Controller. Mr. Yamami holds a B.S. in
Finance and a M.B.A. from Santa Clara University.

STEVEN M. KRAUSZ has served as a member of our board of directors since May
1988. Mr. Krausz has been a general partner of U.S. Venture Partners III, U.S.V.
Entrepreneur Partners and BHMS Partners III since 1985. Mr. Krausz holds a B.S.
in Electrical Engineering and a M.B.A. from Stanford University.

STEPHEN A. MACDONALD has served as a member of our board of directors since
December 1988. From May 1983 until May 1996, Mr. MacDonald was employed by Adobe
Systems Incorporated where he served as Senior Vice President and Chief
Operating Officer. From May 1996 to April 1998, he served as President and Chief
Executive Officer of Active Software. Mr. MacDonald is currently a consultant.
Mr. MacDonald is a director of Network Computing Devices, Inc. Mr. MacDonald
holds a B.Sc. from Dalhousie University.

CHARLES P. WAITE, JR. has served as a member of our board of directors
since May 1988. Mr. Waite has been a general partner of Olympic Venture Partners
II and a vice president of Northwest Venture Services Corp. since 1987, a
general partner of Olympic Venture Partners III since 1994 and a general partner
of Olympic Venture Partners IV since 1997. Mr. Waite is also a director of
Cardima, Inc. and several privately held companies. Mr. Waite holds an A.B. in
History from Kenyon College and a M.B.A. from Harvard University.

Officers are elected by and serve at the discretion of the board of
directors. There are no family relationships among our directors or officers.

BOARD COMMITTEES

Audit committee. Our audit committee, consisting of Steven M. Krausz and
Charles P. Waite, Jr., reviews our internal accounting procedures and consults
with and reviews the services provided by our independent auditors.

Compensation committee. Our compensation committee, consisting of Steven M.
Krausz and Charles P. Waite, Jr., administers our stock option plans, reviews
and approves the compensation and benefits of all our officers and establishes
and reviews general policies relating to compensation and benefits of our
employees.

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<PAGE> 43

DIRECTOR COMPENSATION

Directors do not receive any cash compensation for their services as
members of the board of directors, although they are reimbursed for their
expenses in attending board and committee meetings. In addition, all directors
who have served on the board for more than six months and are not members of
management will receive stock options to purchase 5,000 shares of common stock
pursuant to the 1995 Outside Directors Stock Option Plan upon the date of each
annual stockholders' meeting. The exercise price of each option is the fair
market value on the day it is granted. Each option will vest over four years and
generally must be exercised within ten years.

During the last fiscal year, we granted options covering 50,000 shares to
each of Steven M. Krausz, Stephen A. MacDonald and Charles P. Waite, Jr., at a
weighted average exercise price of $25.07 per share. Five thousand of these
options were granted under the 1995 Outside Directors Stock Option Plan and the
remainder were granted under the 1995 Stock Option Plan. The per share exercise
price of each option is the fair market value of our common stock on the date of
grant, based on the closing sales price reported in the Nasdaq National Market
for the date of grant.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of our executive officers serves as a member of the board of directors
or compensation committee of any entity that has one or more executive officers
serving as a member of our board of directors or compensation committee.

BOARD COMPOSITION

In accordance with the terms of our certificate of incorporation, the terms
of office of the board of directors are divided into three classes. As a result,
only a portion of our board of directors is elected each year. The division of
the three classes and their respective election dates are as follows:

The class I directors, whose terms will expire at the annual meeting of
stockholders to be held in September 1999, are Steven M. Krausz and
Charles P. Waite, Jr.;

The class II director, whose term will expire at the annual meeting of
stockholders to be held in 2000 is Stephen A. MacDonald; and

The class III director, whose term will expire at the annual meeting of
stockholders to be held in 2001 is Gary J. Sbona.

At each annual meeting of stockholders, the successors to directors whose
terms will then expire will be elected to serve from the time of election and
qualification until the third annual meeting following election. Any additional
directorships resulting from an increase in the number of directors will be
distributed among the three classes so that, as nearly as possible, each class
will consist of one-third of the directors. This classification of the board of
directors may have the effect of delaying or preventing changes in control or
management of our company.

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<PAGE> 44

CERTAIN TRANSACTIONS

On July 31, 1997, Gary J. Sbona was appointed as our president and chief
executive officer, and we entered into an agreement with Regent Pacific
Management Corporation, a management firm of which Mr. Sbona is the chief
executive officer. Pursuant to the original agreement, Regent Pacific agreed to
provide management services to our company, for a fee of $50,000 per week. The
management services included the services of Mr. Sbona as chief executive
officer and president, and at least three other Regent Pacific personnel as part
of our management team. The agreement had a one-year term and we retained the
option to cancel the agreement after the expiration of the initial 26-week
period, with a minimum compensation to Regent Pacific of $1.3 million for that
initial period. The agreement required that we indemnify Regent Pacific and Mr.
Sbona for certain liabilities arising out of the performance of services under
the agreement.

On April 13, 1998, we amended our agreement with Regent Pacific to provide
that Mr. Sbona and at least four other Regent Pacific personnel would serve as
part of our management team. The amendment also served to extend the term of the
agreement until August 31, 1999, and to extend the noncancelable period of the
agreement until February 28, 1999.

On March 12, 1999, we extended our agreement with Regent Pacific Management
Corporation until August 31, 2000. Under this amended agreement, Regent Pacific
continues to provide certain services to us for a fee of $50,000 per week. The
new agreement provides us with an option to further extend the term of this
agreement through February 2001.

Mr. Sbona has been our president and chief executive officer since July
1997 and has been a board member since May 1998. He was appointed chairman of
the board of directors on March 12, 1999. In connection with Mr. Sbona's service
as president and chief executive officer, an employee of Verity, our board of
directors' compensation committee granted to him an option to purchase 350,000
shares of our common stock, at an exercise price of $5.125 per share. In October
1998, our board granted Mr. Sbona another option to purchase an additional
260,000 shares of our common stock, at an exercise price of $7.625 per share. In
May 1999, our board granted Mr. Sbona a third option to purchase an additional
210,000 shares of our common stock, at an exercise price of $32.50 per share.
The shares subject to these options vest on a monthly basis during the 13-month
period ending on February 28, 1999, the 12-month period ending on October 20,
1999, and the 12-month period ending May 25, 2000, respectively, subject to Mr.
Sbona's continued employment as our president and chief executive officer. The
shares subject to these options shall fully vest upon the occurrence of certain
change of control transactions or upon a termination of Mr. Sbona without cause.
The options also remain exercisable for one year following the termination of
Mr. Sbona's services.

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<PAGE> 45

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of June 30, 1999, and as adjusted to
reflect the sale of the shares of common stock offered hereby, by:

- our chief executive officer and each of our four most highly compensated
executive officers during the fiscal year ended May 31, 1999;

- each person, or group of affiliated persons, who is known by us to own
beneficially 5% or more of our common stock;

- each of our directors;

- each selling stockholder; and

- all directors and executive officers as a group.

This table assumes no exercise of the Underwriters' over-allotment option.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable or exercisable within 60 days of June 30, 1999 are deemed to be
beneficially owned. These shares, however, are not deemed outstanding for the
purposes of computing the percentage ownership of each other person.

Except as indicated in this table and pursuant to applicable community
property laws, each stockholder named in the table has sole voting and
investment power with respect to the shares set forth opposite such
stockholder's name. Percentage of ownership is based on 12,937,659 shares of
common stock, outstanding on June 30, 1999 and 14,712,659 shares of common stock
outstanding after completion of this offering. Unless otherwise indicated, the
address of each of the individuals named below is 894 Ross Drive, Sunnyvale,
California 94089.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
BEFORE OFFERING
-------------------------
NUMBER OF PERCENT
NUMBER OF SHARES BENEFICIALLY OWNED
SHARES ISSUABLE SHARES BEING -------------------
ACTUALLY PURSUANT TO SOLD BY SELLING BEFORE AFTER
NAME OF BENEFICIAL OWNER ISSUED STOCK OPTIONS STOCKHOLDERS OFFERING OFFERING
------------------------ --------- ------------- --------------- -------- --------
<S> <C> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
Gary J. Sbona.............................. -- 820,000 123,000 5.96% 4.52%
Anthony J. Bettencourt..................... 1,497 270,000 40,500 2.06 1.55
Hugh S. Njemanze........................... 44,500 164,123 30,000 1.59 1.20
James E. Ticehurst......................... 1,953 103,218 14,000 * *
Ronald F.E. Weissman....................... 13,637 153,647 24,000 1.28 *
Steven M. Krausz........................... -- 75,000 11,200 * *
Stephen A. MacDonald....................... 4,201 82,000 12,000 * *
Charles P. Waite, Jr....................... 4,764 62,000 9,300 * *
All executive officers and directors as a
group (12 persons)....................... 73,777 1,785,466 272,000 12.63% 9.78%
OTHER SELLING STOCKHOLDERS.................
Todd K. Yamami............................. 3,225 55,478 8,000 * *
Timothy J. Moore........................... 2,307 20,000(1) 3,000 * *
</TABLE>

- ---------------
* Represents less than one percent.

(1) The options were granted to Mr. Moore in connection with his service to us
as a partner of Cooley Godward LLP. Cooley Godward has shared voting and
investment power with respect to such shares and may be deemed to
beneficially own such shares. See "Legal Matters."

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<PAGE> 46

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 30,000,000 shares of common stock,
$0.001 par value, and 1,999,995 shares of preferred stock, $0.001 par value.

COMMON STOCK

As of June 30, 1999, there were 12,937,659 shares of common stock
outstanding that were held of record by approximately 178 stockholders. There
will be 14,712,659 shares of common stock outstanding assuming no exercise of
the underwriters' over-allotment option and no exercise of outstanding options
other than in connection with this offering after giving effect to the sale of
the shares of common stock offered by this prospectus.

The holders of common stock are entitled to one vote per share on all
matters submitted to a vote of our stockholders. Subject to preferences that may
be applicable to any preferred stock outstanding at the time, the holders of
outstanding shares of common stock are entitled to receive ratably any dividends
out of assets legally available therefor as our board of directors may from time
to time determine. Upon liquidation, dissolution or winding up of Verity,
holders of our common stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference of any
then outstanding shares of preferred stock. Holders of common stock have no
preemptive or conversion rights or other subscription rights. There are no
redemption or sinking fund provisions applicable to the common stock. All
outstanding shares of common stock are fully paid and nonassessable.

In July 1999, our board of directors approved an amendment to our
certificate of incorporation to increase our authorized number of shares of
common stock to 100,000,000. This increase will be voted upon by our
stockholders at our 1999 annual meeting to be held in September 1999. If our
stockholders approve the increase in the authorized number of shares of common
stock, our board of directors anticipates evaluating the possibility of a future
stock split distributed to our stockholders as a dividend. However, any decision
to proceed with a stock split will depend on market conditions following
stockholder approval and is at this time uncertain. The additional shares may be
used, without further stockholder approval, for various additional purposes
including, without limitation, raising capital, providing equity incentives to
employees, officers or directors, establishing strategic relationships with
other companies and expanding our business or product lines through the
acquisition of other businesses or products.

PREFERRED STOCK

Pursuant to our certificate of incorporation, our board of directors has
the authority, without further action by the stockholders, to issue up to
1,999,995 shares of preferred stock in one or more series. Of these shares,
500,000 have been designated Series A Preferred Stock. See "-- Stockholder
Rights Plan" below. The board can fix the rights, preferences, privileges and
restrictions of the preferred stock not yet designated, including dividend
rights, conversion rights, voting rights, terms of redemption, liquidation
preferences, sinking fund terms and the number of shares constituting any series
or the designation of this series. The issuance of preferred stock could
adversely affect the voting power of holders of common stock, and the likelihood
that holders of preferred stock will receive preferential dividend payments and
payments upon liquidation may have the effect of delaying, deferring or
preventing a change in control of Verity, which could depress the market price
of our common stock. We have no present plan to issue any shares of preferred
stock.

STOCKHOLDER RIGHTS PLAN

In September 1996, our board of directors adopted a share purchase rights
plan, commonly known as a "poison pill." The share purchase rights plan provides
for certain rights to acquire shares of our Series A Junior Participating
Preferred Stock, or Rights, for each share of common stock outstanding. The
Rights are triggered and become potentially exercisable upon the occurrence of
either (a) ten days after acquisition of 15% or more beneficial ownership of our
common stock by a person or group, or (b) ten days or such later time as may be
set by the board of directors after a public announcement of a tender or

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<PAGE> 47

exchange offer for 15% or more beneficial ownership of our common stock by a
person or group. If triggered and certain other conditions are met, each Right
effectively provides its holder, other than holders who triggered the Rights,
called Acquiring Persons, the right to purchase shares of common stock at a 50%
discount from the market price at that time by payment of the exercise price of
the Right. In addition, in the event of certain business combinations, the
Rights permit the purchase of shares of common stock of an acquirer at a 50%
discount from the market price at that time. Our board of directors has the
right to redeem the Rights at a price of $0.001 per Right at any time prior to
close of business on the day of the first public announcement that a person has
become an Acquiring Person. If the Rights are triggered the board of directors
may elect to exchange each Right other than Rights held by Acquiring Persons for
one share of common stock. The Rights have no voting privileges and are attached
to and trade with our common stock. The board of directors also generally may
amend the terms of the Rights without the consent of the holders of the Rights
prior to the time the Rights are triggered. The Rights expire on September 17,
2006. These provisions may have the effect of deterring hostile takeovers or
delaying changes in control or management.

DELAWARE ANTI-TAKEOVER LAW AND CERTAIN CHARTER PROVISIONS

We are subject to Section 203 of the Delaware General Corporation Law
regulating corporate takeovers. Section 203, subject to exceptions, prohibits a
Delaware corporation from engaging in any business combination with any
interested stockholder for a period of three years following the date that the
stockholder became an interested stockholder unless:

- prior to the date, the board of directors of the corporation approved
either the business combination or the transaction that resulted in the
stockholder becoming an interested stockholder;

- upon consummation of the transaction that resulted in the stockholder's
becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time
the transaction commenced, excluding those shares owned by persons who am
directors and also officers, and employee stock plans in which employee
participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange
offer; or

- on or subsequent to the date, the business combination is approved by the
board of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at
least two-thirds of the outstanding voting stock that is not owned by the
interested stockholder.

Section 203 defines "business combination" to include:

- any merger or consolidation involving the corporation and the interested
stockholder;

- any sale, transfer, pledge or other disposition involving the interested
stockholder of 10% or more of the assets of the corporation;

- subject to exceptions, any transaction that results in the issuance or
transfer by the corporation of any stock of the corporation to the
interested stockholder; or

- the receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by or
through the corporation.

In general, Section 203 defines an "interested stockholder" as any entity
or person beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by the entity or person.

Our bylaws provide that candidates for director may be nominated only by
the board of directors or by a stockholder who gives written notice to us no
later than 120 days prior to the first anniversary of the last annual meeting of
stockholders. The board may consist of one or more members to be determined from
time to time by resolution of the board. The board currently consists of five
members, who are

46
<PAGE> 48

elected in three different classes over a three year period. Between stockholder
meetings, the board may appoint new directors to fill vacancies or newly created
directorships.

Our certificate of incorporation does not provide for cumulative voting and
requires that any action required or permitted to be taken by our stockholders
must be effected at a duly called annual or special meeting of stockholders and
may not be effected by a consent in writing. Our certificate of incorporation
also provides that the authorized number of directors may be changed only by
resolution of the board of directors. Delaware law and these charter provisions
may have the effect of deterring hostile takeovers or delaying changes in
control or our management, which could have a depressive effect on the market
price of our common stock.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Our certificate of incorporation and bylaws contain provisions permitted
under Delaware law relating to the liability of directors. These provisions
eliminate a director's personal liability for monetary damages resulting from a
breach of fiduciary duty, except in circumstances involving wrongful acts, such
as:

- for any breach of the director's duty of loyalty to Verity or our
stockholders;

- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

- for any acts under Section 174 of the Delaware General Corporation Law;
or

- for any transaction from which the director derives an improper personal
benefit.

These provisions do not limit or eliminate our rights or any stockholder's
rights to seek non-monetary relief such as an injunction or rescission, in the
event of a breach of director's fiduciary duty. These provisions will not alter
a director's liability under federal securities laws. In addition, we have
entered into separate indemnification agreements with our directors and
executive officers that provide each of them indemnification protection in the
event the certificate of incorporation and bylaws are subsequently amended. We
believe that these provisions and agreements will assist us in attracting and
retaining qualified individuals to serve as directors and officers.

TRANSFER AGENT

Boston EquiServe is the transfer agent and registrar for our common stock.

47
<PAGE> 49

UNDERWRITING

We, the selling stockholders and the underwriters named below will enter
into an underwriting agreement with respect to the shares being offered. Subject
to the terms and conditions of the underwriting agreement, each underwriter has
severally agreed to purchase the number of shares indicated in the following
table at the public offering price less the underwriting discounts and
commissions set forth on the cover page of this prospectus. SG Cowen Securities
Corporation, Banc of America Securities LLC, Dain Rauscher Wessels, a division
of Dain Rauscher Incorporated, and SoundView Technology Group, Inc. are the
underwriters.

<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME OF COMMON STOCK
---- ----------------
<S> <C>
SG Cowen Securities Corporation.............................
Banc of America Securities LLC..............................
Dain Rauscher Wessels, a division of Dain Rauscher
Incorporated..............................................
SoundView Technology Group, Inc.............................
---------
Total............................................. 1,775,000
=========
</TABLE>

The underwriting agreement provides that the obligations of the
underwriters are conditional and may be terminated at their discretion based on
their assessment of the state of the financial markets. The obligations of the
underwriters may also be terminated upon the occurrence of the events specified
in the underwriting agreement. The underwriters are severally committed to
purchase all of the common stock being offered if any shares are purchased,
other than those covered by the over-allotment option described below.

The underwriters propose to offer the common stock directly to the public
at the public offering price set forth on the cover page of this prospectus. The
underwriters may offer the common stock to securities dealers at that price less
a concession not in excess of $ per share. Securities dealers may reallow a
concession not in excess of $ per share to other dealers. After the shares
of common stock are released for sale to the public, the underwriters may vary
the offering price and other selling terms from time to time.

We have granted the underwriters an option to purchase up to 266,250
additional shares of common stock at the public offering price set forth on the
cover of this prospectus to cover over-allotments, if any. This option is
exercisable for a period of 30 days. If the underwriters exercise their
over-allotment option, the underwriters have severally agreed, subject to
certain conditions, to purchase shares in approximately the same proportion as
shown in the table above.

We and the selling stockholders have agreed to indemnify the several
underwriters against certain liabilities, including liabilities under the
Securities Act, and to contribute to payments that the underwriters may be
required to make with respect to these liabilities.

We, our directors and executive officers, and the selling stockholders, who
collectively hold an aggregate of 76,084 shares, have agreed with the
underwriters that for a period of 90 days following the date of this prospectus
that, without the prior written consent of SG Cowen Securities Corporation, they
will not dispose of or hedge any shares of common stock or any securities
convertible into or exchangeable for common stock.

The underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions, penalty bids, and passive market making in
accordance with Regulation M under the Securities Exchange Act of 1934.
Over-allotment involves syndicate sales in excess of the offering size, which
creates a syndicate short position. Stabilizing transactions permit bids to
purchase the underlying securities so long as the stabilizing bids do not exceed
a specified maximum. Syndicate covering transactions involve purchases of the
common stock in the open market after the distribution has been completed in
order to cover syndicate short positions. Penalty bids permit the
representatives to reclaim a selling concession from a syndicate member when the
common stock originally sold by such syndicate member is purchased in a
syndicate covering transaction to cover syndicate short positions. In passive
market making, market makers

48
<PAGE> 50

in the common stock who are underwriters or prospective underwriters may,
subject to certain limitations, make bids for or purchases of the common stock
until the time, if any, at which a stabilizing bid is made. These stabilizing
transactions, syndicate covering transactions and penalty bids may cause the
price of the common stock to be higher than it would otherwise be in the absence
of these transactions. These transactions may be effected on the Nasdaq National
Market or otherwise and, if commenced, may be discontinued at any time.

SG Cowen Securities Corporation from time to time provides certain
financial advisory services for Verity, Inc., for which they receive customary
fees.

We estimate that our out of pocket expenses for this offering will be
approximately $775,000.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon for us by Cooley Godward LLP, Palo Alto, California. Timothy J. Moore, a
partner of Cooley Godward LLP and our Secretary, beneficially owns 22,307 shares
of our common stock, 3,000 shares of which are being sold in this offering.
Cooley Godward will receive the net proceeds from the sale of such shares.
Various legal matters in connection with the offering will be passed upon for
the underwriters by Brobeck, Phleger & Harrison LLP, San Francisco, California.

EXPERTS

The financial statements as of May 31, 1999, and 1998 and for each of the
years in the period ended May 31, 1999 included in this prospectus have been so
included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to "incorporate by reference" the information contained
in documents that we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus.
Information in this prospectus supersedes information incorporated by reference
that we filed with the SEC prior to the date of this prospectus, while
information that we file later with the SEC will automatically update and
supersede prior information. We incorporate by reference the documents listed
below and any future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934:

(1) our Annual Report on Form 10-K for the fiscal year ended May 31, 1999;

(2) our Current Report on Form 8-K filed July 29, 1999; and

(3) the description of our common stock contained in the registration
statement on Form 8-A filed September 28, 1995.

You may request a copy of these filings, at no cost, by writing or
telephoning us at:

Verity, Inc.
Attention: Investor Relations
894 Ross Drive
Sunnyvale, CA 94089
Telephone (408) 541-1500

49
<PAGE> 51

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission, Washington, D.C.
20549, a registration statement on Form S-3 under the Securities Act with
respect to the shares of common stock being offered. This prospectus does not
contain all of the information set forth in the registration statement and the
exhibits and schedules filed with the registration statement. Items are omitted
in accordance with the rules and regulations of the SEC. For further information
with respect to Verity and the common stock being offered, we refer you to the
registration statement and the exhibits and schedules filed therewith.
Statements contained in this prospectus as to the contents of any contract or
any other document referred to are not necessarily complete and, in each
instance, we refer you to the copy of the contract or other document filed as an
exhibit to the registration statement, each statement being qualified in all
respects by the reference. A copy of the registration statement, including the
exhibits and schedule, may be inspected without charge at the public reference
facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549 and copies of all or any part of the registration statement may be
obtained from such office upon the payment of the fees prescribed by the SEC.
You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. The address of the
site is http://www.sec.gov. The registration statement, including all exhibits
thereto and amendments thereof, has been filed with the SEC through EDGAR.

50
<PAGE> 52

VERITY, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants......................... F-2
Consolidated Balance Sheets............................... F-3
Consolidated Statements of Operations..................... F-4
Consolidated Statements of Changes in Stockholders'
Equity................................................. F-5
Consolidated Statements of Cash Flows..................... F-6
Notes to Consolidated Financial Statements................ F-7
Financial Statement Schedules -- For years ended May 31,
1997, 1998 and 1999:
Schedule II -- Valuation and Qualifying Accounts.......... F-24
All other schedules are omitted because they are not
applicable or the required information is shown in the
consolidated financial statements or notes thereto.
</TABLE>

F-1
<PAGE> 53

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
Verity, Inc.

In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Verity, Inc. and Subsidiaries at May 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the three years in
the period ended May 31, 1999, in conformity with generally accepted accounting
principles. In addition, in our opinion, the financial statement schedule listed
in the accompanying index presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedule are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing standards, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

San Jose, California
June 17, 1999, except for note 14, as to
which the date is July 8, 1999

F-2
<PAGE> 54

VERITY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
MAY 31,
--------------------
1999 1998
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 7,907 $ 5,505
Short-term investments.................................... 28,327 12,433
Trade accounts receivable, less allowance for doubtful
accounts of $900 in 1999 and $706 in 1998.............. 17,174 14,488
Prepaid and other current assets.......................... 1,481 878
-------- --------
Total current assets................................... 54,889 33,304
Equipment and leasehold improvements, at cost, net of
accumulated depreciation and amortization................. 5,693 7,567
Long-term investments....................................... 4,132 5
Other assets................................................ 312 573
-------- --------
Total assets........................................... $ 65,026 $ 41,449
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital lease
obligations............................................ $ -- $ 149
Accounts payable.......................................... 3,786 3,749
Accrued compensation...................................... 6,665 3,861
Other accrued liabilities................................. 1,989 1,705
Deferred revenue.......................................... 9,167 7,928
-------- --------
Total current liabilities.............................. 21,607 17,392
Long-term debt and capital lease obligations, net of current
portion................................................... -- 2
-------- --------
Total liabilities...................................... 21,607 17,394
-------- --------
Commitments (Note 7)
Stockholders' equity:
Preferred stock, $.001 par value:
Authorized: 2,000,000 shares in 1999 and 1998
Issued and outstanding: none
Common stock, $.001 par value:
Authorized: 30,000,000 shares in 1999 and 1998
Issued and outstanding: 12,806,000 shares in 1999 and
11,565,000 shares in 1998.............................. 13 12
Additional paid-in capital.................................. 99,425 92,212
Unrealized gain on investments.............................. 27 7
Accumulated deficit......................................... (56,046) (68,176)
-------- --------
Total stockholders' equity............................. 43,419 24,055
-------- --------
Total liabilities and stockholders' equity........ $ 65,026 $ 41,449
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE> 55

VERITY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
-------------------------------
1999 1998 1997
------- -------- --------
<S> <C> <C> <C>
REVENUES:
Software products......................................... $48,327 $ 28,658 $ 34,934
Service and other......................................... 16,098 10,200 7,737
------- -------- --------
Total revenues.................................... 64,425 38,858 42,671
COSTS OF REVENUES:
Software products......................................... 1,218 2,426 2,688
Service and other......................................... 4,660 5,178 3,892
------- -------- --------
Total costs of revenues........................... 5,878 7,604 6,580
------- -------- --------
Gross profit................................................ 58,547 31,254 36,091
------- -------- --------
OPERATING EXPENSES:
Research and development.................................. 13,711 15,544 14,310
Acquisition of in-process research and development and
other.................................................. -- -- 14,894
Marketing and sales....................................... 26,860 22,757 21,505
General and administrative................................ 6,323 7,610 4,864
Restructuring charges..................................... -- 3,006 --
------- -------- --------
Total operating expenses.......................... 46,894 48,917 55,573
------- -------- --------
Income/(loss) from operations............................... 11,653 (17,663) (19,482)
Other income, net........................................... 1,085 1,553 1,943
Interest expense............................................ (8) (100) (212)
------- -------- --------
Income/(loss) before provision for income taxes............. 12,730 (16,210) (17,751)
Provision for income taxes.................................. (600) (300) (180)
------- -------- --------
Net income/(loss)........................................... $12,130 $(16,510) $(17,931)
======= ======== ========
Net income/(loss) per share -- basic........................ $ 1.00 $ (1.47) $ (1.65)
======= ======== ========
Net income/(loss) per share -- diluted...................... $ 0.88 $ (1.47) $ (1.65)
======= ======== ========
Number of shares used in per share calculation -- basic..... 12,099 11,225 10,840
======= ======== ========
Number of shares used in per share calculation -- diluted... 13,850 11,225 10,840
======= ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE> 56

VERITY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED MAY 31, 1999, 1998 AND 1997 (IN THOUSANDS)

<TABLE>
<CAPTION>
NOTES UNREALIZED
COMMON STOCK ADDITIONAL RECEIVABLE GAIN (LOSS) TOTAL
--------------- PAID-IN FROM ON ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT CAPITAL STOCKHOLDER INVESTMENTS DEFICIT EQUITY
------ ------ ---------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances, May 31, 1996.................. 10,735 $11 $87,882 $(1,225) $(125) $(33,735) $ 52,808
Issuance of common stock:
Upon exercise of stock options...... 88 -- 199 -- -- -- 199
Under employee stock purchase
plan.............................. 249 -- 2,025 -- -- -- 2,025
Net exercise of warrants............ 9 -- -- -- -- -- --
Payments on notes receivable from
stockholders........................ -- -- -- 135 -- -- 135
Repurchase of common stock from
stockholders........................ (63) -- (94) -- -- -- (94)
Unrealized gain on investments........ -- -- -- -- 131 -- 131
Net loss.............................. -- -- -- -- -- (17,931) (17,931)
------ --- ------- ------- ----- -------- --------
Balances, May 31, 1997.................. 11,018 11 90,012 (1,090) 6 (51,666) 37,273
Issuance of common stock:
Upon exercise of stock options...... 234 -- 883 -- -- -- 883
Under employee stock purchase
plan.............................. 315 1 1,320 -- -- -- 1,321
Payments on notes receivable from
stockholder......................... -- -- -- 1,090 -- -- 1,090
Repurchase of common stock from
stockholders........................ (2) -- (3) -- -- -- (3)
Unrealized gain on investments........ -- -- -- -- 1 -- 1
Net loss.............................. -- -- -- -- -- (16,510) (16,510)
------ --- ------- ------- ----- -------- --------
Balances, May 31, 1998.................. 11,565 12 92,212 -- 7 (68,176) 24,055
Issuance of common stock:
Upon exercise of stock options...... 903 1 5,339 -- -- -- 5,340
Under employee stock purchase
plan.............................. 338 -- 1,820 -- -- -- 1,820
Stock compensation.................... 54 54
Unrealized gain on investments........ -- -- -- -- 20 -- 20
Net income............................ -- -- -- -- -- 12,130 12,130
------ --- ------- ------- ----- -------- --------
Balances, May 31, 1999.................. 12,806 $13 $99,425 $ -- $ 27 $(56,046) $ 43,419
====== === ======= ======= ===== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE> 57

VERITY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... $ 12,130 $(16,510) $(17,931)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization.......................... 2,646 4,539 3,785
Noncash restructuring charges.......................... (514) 767 --
Provision for doubtful accounts........................ 207 699 350
Amortization of discount on securities................. (963) (55) (547)
Acquisition of in-process research and development and
other................................................ -- -- 14,894
Changes in operating assets and liabilities:
Trade accounts receivable............................ (2,594) (4,320) (2,409)
Prepaid and other current assets..................... 345 748 (1,294)
Accounts payable..................................... 40 (665) 1,040
Accrued compensation and other accrued liabilities... 3,243 1,607 741
Deferred revenue..................................... 327 4,146 580
-------- -------- --------
Net cash provided by (used in) operating
activities...................................... 14,867 (9,044) (791)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of equipment and leasehold improvements....... (577) (707) (8,592)
Capitalization of software development costs.............. -- (198) (1,411)
Decrease in other assets.................................. -- -- 38
Net cash paid in acquisitions............................. -- -- (14,933)
Purchases of investments.................................. (99,664) (17,215) (63,265)
Maturity of investments................................... 52,775 10,856 42,800
Proceeds from sale of investments......................... 27,852 16,217 44,441
-------- -------- --------
Net cash (used in) provided by investing
activities...................................... (19,614) 8,953 (922)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit........................... -- 1,500 8,000
Payments on line of credit................................ -- (1,500) (8,000)
Proceeds from the sale of common stock net of issuance
costs.................................................. 7,214 2,201 2,130
Payments from stockholders on notes receivable............ -- 1,090 135
Principal payments on notes payable and capital lease
obligations............................................ (151) (633) (280)
-------- -------- --------
Net cash provided by financing activities......... 7,063 2,658 1,985
-------- -------- --------
Effect of exchange rate changes on cash..................... 86 4 180
-------- -------- --------
Net increase in cash and cash equivalents................... 2,402 2,571 452
Cash and cash equivalents, beginning of period.............. 5,505 2,934 2,482
-------- -------- --------
Cash and cash equivalents, end of period.................... $ 7,907 $ 5,505 $ 2,934
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest.................. $ 8 $ 100 $ 212
Cash paid during the period for income taxes.............. $ 82 $ 35 $ 58
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
Assets acquired in acquisitions........................... $ -- $ -- $ 648
Liabilities assumed in acquisitions....................... $ -- $ -- $ 670
Issuance of common stock for net exercise of warrants..... $ -- $ -- $ 47
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE> 58

VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS

The Company develops, markets and supports software tools and applications
that enable individuals, enterprises and publishers to intelligently search,
filter, view and disseminate textual information residing on enterprise
networks, on-line services, the Internet, CD-ROM and other electronic media. The
Company markets and sells its software and services to commercial end users
across many industries and government entities through multiple distribution
channels, including direct sales and telesales organizations, primarily in the
United States and Europe and a worldwide network of value added resellers and
system integrators. The Company also licenses its software to original equipment
manufacturers for use in their applications sold to end users.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION

The consolidated financial statements include the accounts of Verity, Inc.
and its wholly owned subsidiaries. All significant intercompany balances and
transactions have been eliminated.

ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of highly liquid investments with an
original or remaining maturity of 90 days or less as of the date of purchase.

INVESTMENTS

The Company has classified its investments as available-for-sale. Such
investments are recorded at fair value and unrealized gains and losses, if
material, are recorded as a separate component of stockholders' equity, net of
tax, until realized. Interest income is recorded using an effective interest
rate with the associated premium or discount amortized to interest income. The
cost of securities sold is based upon the specific identification method. As of
the balance sheet date, investments with maturity dates of one year or less are
classified as current, and those with maturity dates of greater than one year
are classified as long-term.

EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Equipment and leasehold improvements are stated at cost less accumulated
depreciation and amortization. Equipment is depreciated on a straight-line basis
over the estimated useful lives of the related assets; computers are depreciated
over three years, software is depreciated over one year, and furniture and
fixtures are depreciated over five years. Leasehold improvements and leased
assets are amortized on a straight-line basis over the lesser of their estimated
useful life or the lease term, whichever is shorter. Gains and losses upon asset
disposal are taken into income in the year of disposition.

F-7
<PAGE> 59
VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company periodically evaluates the carrying value of equipment and
leasehold improvements to be held and used when events and circumstances warrant
such a review. The carrying value of equipment and leasehold improvements is
considered impaired when the anticipated undiscounted cash flows from the asset
is separately identifiable and is less than its carrying value. In that event, a
loss is recognized based on the amount by which the carrying value exceeds the
fair value of the asset. Fair value is determined primarily using the
anticipated cash flows discounted at a rate commensurate with the risk involved.
Losses on assets to be disposed of are determined in a similar manner, except
that fair values are reduced for the cost to dispose.

INTANGIBLE ASSETS

Intangible assets consist primarily of goodwill, purchased software and
capitalized software development costs. Goodwill and purchased software are
amortized on a straight-line basis over their estimated useful lives, generally
five years and three years, respectively. Intangible assets are included in
other assets.

At each balance sheet date, the Company assesses the value of recorded
goodwill and other intangible assets for possible impairment based primarily on
the ability to recover the balances from expected future cash flows on an
undiscounted basis. If the sum of the expected future cash flows on an
undiscounted basis is less than the carrying amount of the intangible asset, an
impairment loss would be recognized for the amount by which the carrying value
of the intangible asset exceeds its estimated fair value. The Company has not
recorded any provisions for possible impairment of goodwill or intangible
assets.

RESEARCH AND DEVELOPMENT COSTS

Costs related to research, design and development of products are charged
to research and development expense as incurred. Software development costs are
capitalized beginning when a product's technological feasibility has been
established and ending when a product is available for general release to
customers. Such costs are amortized using the greater of the amount computed
using the ratio that current gross revenues for a product bear to the total of
current and anticipated future gross revenues for that product, or on a straight
line basis over 12 to 18 months. The Company regularly evaluates estimated net
realizable value of costs and records write-downs for any product for which the
net book value is in excess of discounted cashflows. In fiscal 1999, the Company
did not capitalize any software development costs since such costs were not
significant. During fiscal 1998 and 1997, the Company capitalized software
development costs in the amounts of $198,000 and $1,411,000, respectively, which
have been fully amortized as of May 31, 1999. Amortization is included in costs
of software products revenue.

REVENUE RECOGNITION

The Company's revenue is derived from primarily two sources, across many
industries: (i) product license revenue, derived primarily from product sales to
resellers and end users, including large scale enterprises and royalty revenue,
derived primarily from initial license fees and ongoing royalties from product
sales by source code OEMs; and (ii) service and support revenue, derived
primarily from providing software updates, support and education and consulting
services to end users.

The Company adopted the provision of Statement of Position 97-2, or SOP
97-2, "Software Revenue Recognition," as amended by Statement of Position 98-4,
"Deferral of the Effective Date of Certain Provisions of SOP 97-2," effective
June 1, 1998. SOP 97-2 supersedes Statement of Position 91-1, "Software Revenue
Recognition," and delineates the accounting for software product and maintenance
revenue. Under SOP 97-2, the Company recognizes product revenue upon shipment if
a signed contract

F-8
<PAGE> 60
VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

exists, the fee is fixed and determinable, collection of resulting receivables
is probable and product returns are reasonably estimable. In 1998 and 1997, the
Company's revenue recognition policy was significantly the same as set forth
above.

For contracts with multiple elements (e.g., deliverable and undeliverable
products, maintenance and other services), the Company allocates revenue to each
component of the contract based on objective evidence of its fair value, which
is specific to the Company, or for products not being sold separately, the price
established by management. The Company recognizes revenue allocated to
undelivered products when the criteria for product revenue set forth above are
met. The Company recognizes revenue allocated to maintenance fees for ongoing
customer support and product updates ratably over the period of the maintenance
contract. Payments for maintenance fees are generally made in advance and are
non-refundable. For revenue allocated to education and consulting services, the
Company recognizes revenue as the related services are performed.

The Company recognizes product revenue from royalty payments upon receipt
of quarterly royalty reports from OEMs related to their product sales for the
previous quarter.

RESTRUCTURING CHARGES

During the quarter ended November 30, 1997, the Company implemented a
worldwide restructuring of its corporate operations which resulted in workforce
reductions and business consolidations. In connection with the restructuring,
the Company recorded a $3.0 million restructuring charge in the quarter ended
November 30, 1997, of which $1.6 million was related to severance costs
associated with the reduction in the worldwide workforce, $0.5 million to the
termination of certain lease agreements, $0.6 million to the write-off of
certain assets and $0.3 million to the costs associated with the restructuring.
Of the total $3.0 million in restructuring charge, approximately $0.2 million is
a current liability as of May 31, 1999.

INCOME TAXES

Deferred tax assets and liabilities are determined based on the differences
between financial reporting and tax bases of assets and liabilities, measured at
tax rates that will be in effect when the differences are expected to reverse.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amounts expected to be realized.

CERTAIN RISKS AND CONCENTRATIONS

The Company's products are concentrated in the electronic information
search and retrieval software industry, which is highly competitive and rapidly
changing. A number of companies offer competitive products addressing certain of
the Company's target markets and act as direct competitors of the Company. The
Company is dependent on the success of its strategic partners to obtain its
competitive edge, and the failure of the products of the Company's strategic
partners to achieve or maintain market acceptance could have a material adverse
effect on the Company's competitive position. Revenue is mainly derived from
relatively large sales to a limited number of customers. The loss of a major
customer or any reduction in orders by such customers, significant technological
changes in the industry, and the infringement or expropriation of proprietary
intellectual property rights or patents could affect operating results
adversely. In addition, a significant portion of the Company's revenue is
derived from international sales; therefore, fluctuation of the U.S. dollar
against foreign currencies or local economic conditions could adversely affect
operating results.

F-9
<PAGE> 61
VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Financial instruments which potentially subject the Company to a
concentration of credit risk principally consist of cash and cash equivalents,
investments and accounts receivable. The Company maintains the majority of its
cash and cash equivalents in demand accounts with two major financial
institutions.

The Company maintains cash balances in excess of its operating requirements
in commercial paper securities issued by various corporate institutions, and
debt securities backed by the United States government. The Company has not
experienced any material losses in any of the instruments it has used for excess
cash balances.

The Company sells products to companies in North America and Europe. The
Company performs ongoing credit evaluations of its customers' financial
condition and generally does not require collateral. The Company maintains
allowances for potential losses and such losses have been within management's
expectations. No single customer accounted for more than 10% of the accounts
receivable balance at May 31, 1999. One customer accounted for 25% of the
accounts receivable balance at May 31, 1998.

FOREIGN CURRENCY TRANSLATION

The Company translates the accounts of its foreign branches and
subsidiaries using historical rates for nonmonetary assets and current rates for
monetary assets. Remeasurement gains and losses from the translation of these
branches and those that arise from exchange rate changes on transactions
denominated in a currency other than the local currency are included in the
statements of operations. The Company's foreign branches and subsidiaries use
the U.S. dollar as their functional currency as the U.S. parent exclusively
funds the branches and subsidiaries' operations with U.S. dollars. The net gain
(loss) on foreign currency remeasurement and exchange rate changes for fiscal
years 1999, 1998 and 1997, which is included in other income (expense) net on
the accompanying statements of operations, was $175,000, $95,000 and $66,000,
respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Carrying amounts of certain of the Company's financial instruments,
including cash and cash equivalents, accounts receivable, accounts payable,
accrued expenses and other liabilities approximate fair value due to their short
maturities. Based upon borrowing rates currently available to the Company for
loans with similar terms, the carrying value of long-term debt and capital lease
obligations approximate fair value. The fair value of the Company's investments
are set forth in Note 4.

COMPUTATION OF NET INCOME (LOSS) PER SHARE

The Company has adopted Statement of Financial Accounting Standards No. 128
(SFAS No. 128), Earnings Per Share, which requires the dual presentation of
basic and diluted earnings per share. Basic earnings per share is computed using
the weighted average number of common shares outstanding during the period.
Diluted earnings per share is computed using the weighted average number of
common and common equivalent shares outstanding during the period. Dilutive
common equivalent shares consist of stock options. For fiscal year 1998 and
1997, the effects of outstanding stock options were excluded from the
calculation of diluted earnings per share because their effect was antidilutive.
Accordingly, no adjustments were required to previously reported earnings per
share amounts.

F-10
<PAGE> 62
VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

COMPREHENSIVE INCOME

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130 (SFAS No. 130), Reporting Comprehensive
Income. This statement establishes requirements for disclosure of comprehensive
income and became effective for the Company for its fiscal year 1999, with
reclassification of earlier financial statements for comparative purposes.
Comprehensive income generally represents all changes in stockholders' equity
except those resulting from investments of contributions by stockholders. SFAS
130 requires unrealized gains or losses on the Company's available-for-sale
securities, which prior to adoption were reported separately in stockholders'
equity, to be included in other comprehensive income. The Company has adopted
SFAS 130; however, the effect of the adoption was immaterial to all periods
presented.

RECENT ACCOUNTING PRONOUNCEMENTS

In March 1998, the American Institute of Public Accountants issued
Statement of Position No. 98-1 (SOP 98-1), Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. This standard requires
companies to capitalize qualifying computer software costs, which are incurred
during the application development stage and amortize them over the software's
estimated useful life. SOP 98-1 is effective for fiscal years beginning after
December 15, 1998. The Company is currently evaluating the impact of SOP 98-1 on
its financial statements and related disclosures.

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 (SFAS No. 133), Accounting for Derivative
Instruments and Hedging Activities. This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires an entity to recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This Statement is
effective for all quarters of fiscal years beginning after June 15, 1999. The
Company has not determined its strategy for the adoption of SFAS 133 or its
effect on the financial statements.

During October 1997, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
No. 97-2 (SOP 97-2), Software Revenue Recognition. This statement delineates the
accounting for software product and maintenance revenues. It supersedes
Statement of Position No. 91-1, "Software Revenue Recognition," and is effective
for transactions entered into in fiscal years beginning after December 15, 1997.
The Company has evaluated the requirements of SOP 97-2 and its current revenue
recognition policy is in compliance with this pronouncement. In December 1998,
AcSEC released Statement of Position No. 98-9 (SOP 98-9), modification of SOP
97-2, Software Revenue Recognition, with respect to certain transactions. SOP
98-9 amends SOP 97-2 to require that an entity recognize revenue for multiple
element arrangements by means of the "residual method" when (1) there is
vendor-specific objective evidence ("VSOE") of the fair values of all the
undelivered elements that are not accounted for by means of long-term contract
accounting, (2) VSOE of fair value does not exist for one or more of the
delivered elements and (3) all revenue recognition criteria of SOP 97-2 (other
than the requirement for VSOE of the fair value of each delivered element) are
satisfied. The provisions of SOP 98-9 that extend the deferral of certain
paragraphs of SOP 97-2 and SOP 98-9 will be effective for transactions that are
entered into in fiscal years beginning after March 15, 1999. Retroactive
application is prohibited. The Company is evaluating the requirements of SOP
98-9 and the effects, if any, on the Company's current revenue recognition
policies.

F-11
<PAGE> 63
VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. ACQUISITIONS

During fiscal years 1996 and 1997, the Company acquired the following
entities described below which were accounted for as purchase transactions.

INSITE

In March 1996, the Company acquired substantially all the assets of Insite
Computer Technology Limited (Insite), a company which has focused on developing
groupware solutions, for a total cash purchase price of approximately $295,000
and assumed liabilities of $208,000. The purchase price has been allocated to
the fair value of the tangible assets and in-process research and development in
the amount of $122,000 and $381,000, respectively.

During fiscal 1998, the Company discontinued operations of Insite.

COGNISOFT

In January 1997, the Company entered into an Agreement and Plan of
Reorganization and Merger with Cognisoft Corporation (Cognisoft) providing for
the acquisition of Cognisoft for a cash purchase price of approximately $10
million and assumed liabilities of $88,000. Cognisoft, a startup company located
in Bellevue, Washington, has developed and released in July 1997, an Intranet
application that enables corporations to "push" information to users from
multiple data sources. The purchase price plus direct costs incurred was
allocated to the tangible assets and in-process research and development in the
amounts of $49,000 and $10,000,000, respectively.

During fiscal 1998, the Company determined that the push technology was not
part of its long-term strategy and, accordingly, abandoned the operations of
Cognisoft.

64K

In May 1997, the Company completed its acquisition of all of the
outstanding stock of 64K Incorporated (64K) for a cash purchase price of $3.5
million and assumed liabilities of approximately $50,000. Since its inception in
1996, 64K, based in San Jose, California, focused on developing technology to
improve the speed and effectiveness of relational database searches. The
purchase price plus direct costs incurred was allocated to the tangible assets
and in-process research and development in the amounts of $491,000 and
$3,060,000, respectively.

During fiscal 1998, the Company abandoned operations of 64K.

KEYVIEW

In May 1997, the Company acquired substantially all of the assets of FTP
Software Inc.'s KeyView product line for a cash purchase price of approximately
$1.3 million and assumed liabilities of $489,000. KeyView, based in Calgary,
Canada, develops software utilities that allow users to view most file types
whether encountered on the Internet, corporate intranets, e-mail attachments or
found on a hard drive or network. The purchase price has been allocated to
purchased software products and in-process research and development in the
amounts of $184,000 and $1,065,000, respectively. The excess of the purchase
price plus direct costs incurred over the fair value of the assets acquired was
approximately $439,000 and has been recorded as goodwill, which is being
amortized on a straight line basis over four years.

F-12
<PAGE> 64
VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The operating results of these acquired businesses have been included in
the consolidated financial statements from the dates of acquisition. The
purchase prices in all of the above acquisitions have been allocated to assets
and liabilities assumed through established valuation techniques used in the
software industry. The amount of purchase price allocated to in-process research
and development in each of the acquisitions relates to products for which
technological feasibility has not been established and for which there is no
alternative future use. Consequently, these amounts were expensed at their
respective acquisition date. Also, included in the expense line "Acquisition of
in-process research and development and other" for the year ended May 31, 1997
is $600,000 related to the write-off of prepaid license fees previously paid for
a product that was replaced by KeyView.

4. INVESTMENTS

As of May 31, 1998, available-for-sale securities consist of the following
(in thousands):

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- -------
<S> <C> <C> <C> <C>
Corporate commercial paper -- short-term............. $12,426 $ 7 $ -- $12,433
Corporate commercial paper -- long-term.............. 5 -- -- 5
------- ---- ---- -------
Total investments.......................... $12,431 $ 7 $ -- $12,438
======= ==== ==== =======
</TABLE>

As of May 31, 1999, available-for-sale securities consist of the following
(in thousands):

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- -------
<S> <C> <C> <C> <C>
Corporate commercial paper -- short-term............. $28,327 $-- $-- $28,327
Corporate commercial paper -- long-term.............. 4,105 27 -- 4,132
------- --- --- -------
Total investments.......................... $32,432 $27 $-- $32,459
======= === === =======
</TABLE>

At May 31, 1999, scheduled maturities of investments classified as
available-for-sale are as follows (in thousands):

<TABLE>
<S> <C>
Within one year............................................. $28,327
After one year through five years......................... 4,105
-------
$32,432
=======
</TABLE>

F-13
<PAGE> 65
VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. EQUIPMENT AND LEASEHOLD IMPROVEMENTS

As of May 31, 1999 and 1998, equipment and leasehold improvements consist
of the following (in thousands):

<TABLE>
<CAPTION>
MAY 31,
--------------------
1999 1998
-------- --------
<S> <C> <C>
Computer equipment.......................................... $ 10,718 $ 10,442
Furniture and fixtures...................................... 3,997 3,817
Leasehold improvements...................................... 3,496 3,381
-------- --------
18,211 17,640
Less accumulated depreciation and amortization.............. (12,518) (10,073)
-------- --------
$ 5,693 $ 7,567
======== ========
</TABLE>

Depreciation expense for fiscal years 1999, 1998 and 1997 was $2,444,000,
$3,187,000 and $3,124,000, respectively.

Assets acquired under capital leases included in equipment and furniture
and fixtures above are $1,839,000 and $29,000, respectively, at May 31, 1998 and
related accumulated depreciation and amortization of $1,778,000. At May 31,
1999, there were no assets under capital leases.

6. BANK LINE OF CREDIT

The Company has available a $5,000,000 line of credit under an agreement
with a bank which expires on September 30, 1999. The line of credit is
collateralized by all corporate assets, excluding leased equipment. Borrowings
under the line of credit bear interest at the lender's prime rate (7.75% at May
31, 1999). The agreement requires the Company to comply with certain financial
covenants and prohibits the assumption of any major debt, except for equipment
leases, without the bank's approval. As of May 31, 1999, no borrowings were
outstanding under the line of credit.

7. COMMITMENTS

The Company leases various facilities and vehicles under noncancelable
operating leases expiring through March 2005. Under the terms of the leases, the
Company is responsible for taxes, insurance and normal maintenance costs. Under
its primary operating lease facility lease, the Company may extend the lease
term for an additional five years by providing written notice of its exercise of
this option no later than six months before the expiration of the lease term.
The Company has subleased certain of its space to other companies for various
periods through 2000.

F-14
<PAGE> 66
VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

At May 31, 1999, future minimum rental payments and receipts under the
operating leases are as follows (in thousands):

<TABLE>
<CAPTION>
RENTAL SUBLEASE
FISCAL YEAR ENDING MAY 31, PAYMENTS INCOME
-------------------------- -------- --------
<S> <C> <C>
2000........................................................ $1,445 $1,022
2001........................................................ 1,337 --
2002........................................................ 1,391 --
2003........................................................ 1,388 --
2004........................................................ 1,416 --
Thereafter.................................................. 1,416 --
------ ------
$8,393 $1,022
====== ======
</TABLE>

Rent expense, excluding sublease income, for fiscal years 1999, 1998 and
1997 was $1,346,000, $1,285,000, and $1,218,000, respectively.

8. STOCKHOLDERS' EQUITY

1995 STOCK OPTION PLAN

In July 1995, the Company adopted the Amended and Restated 1995 Stock
Option Plan, which amended and restated the 1988 Stock Option Plan. During
fiscal year 1996, the Company increased the number of shares reserved under the
1995 Stock Option Plan from the 1,300,000 shares initially reserved under the
1988 Stock Option Plan to 2,911,000 shares of the Company's common stock. In
September 1996, the Company's stockholders approved a further increase to the
number of shares reserved under the 1995 Stock Option Plan from 2,911,000 to
3,311,000 shares of the Company's common stock. In August 1998, the Company's
stockholders approved a further increase to the number of shares reserved under
the 1995 Stock Option Plan to a total of 4,061,000 shares.

Under the terms of the Plan, incentive options may be granted at prices not
lower than fair market value at the date of grant, while nonqualified options
may be granted at prices not lower than 85% of fair market value at the date of
grant as determined by the Board of Directors. Options granted under the Plan
are exercisable immediately and expire over periods of eight to ten years from
the date of grant.

Common shares purchased under the Plan are subject to the Company's right
of repurchase, which generally lapses as to 12.5% of the shares six months from
the individual's date of employment and thereafter ratably over the remainder of
a 3 1/2 year period at the holder's original purchase price. Thereafter, the
Company has the right of first refusal to purchase such shares. At May 31, 1999
the Company had 578 shares subject to the Company's right to repurchase and in
1998 no shares were subject to the Company's right of repurchase. At May 31,
1999, 454,000 shares of common stock were available for grant under the 1995
Stock Option Plan.

1996 NONSTATUTORY STOCK OPTION PLAN

In February 1996, the Company's Board of Directors approved the 1996
Nonstatutory Stock Option Plan. The terms of the 1996 Nonstatutory Stock Option
Plan are substantially the same as those of the 1995 Stock Option Plan. In April
1997, the Company increased the number of shares reserved under the Plan from
300,000 to 600,000 shares of common stock for issuance to certain employees and
consultants of the Company. In March 1998 and May 1999, the Company raised the
number of shares to 1,860,000 and 2,860,000 shares of common stock,
respectively, for issuance to certain employees and consultants of the

F-15
<PAGE> 67
VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Company. At May 31, 1999, 488,000 shares of common stock were available for
grant under the 1996 Nonstatutory Stock Option Plan.

OUTSIDE DIRECTORS PLAN

In July 1995, the Company's Board of Directors approved the 1995 Outside
Directors Plan and reserved 200,000 shares of common stock for issuance to
directors of the Company who are not employees of the Company. The Outside
Directors Plan provides for the automatic granting of nonqualified stock options
to directors of the Company who are not employees of the Company.

At the initiation of the Plan, each current outside director was
automatically granted an option to purchase 20,000 shares of common stock at the
following annual meeting of stockholders. Each new outside director is
automatically granted an option to purchase 20,000 shares of the Company's
common stock at the annual meeting following their appointment. Thereafter, at
each annual meeting of the stockholders, outside directors who have previously
received options will receive a new option to purchase 5,000 shares of the
Company's common stock. The exercise price of the options in all cases will be
equal to the fair market value of the Company's common stock at the date of
grant. Options granted under the Director's Plan are immediately exercisable,
but vest over four years and generally must be exercised within ten years. As of
May 31, 1999, 150,000 options have been granted to outside directors and 50,000
shares of common stock were available for grant under this plan.

1997 STOCK OPTION PLAN FOR VERITY CANADA

In May 1997, the Company's Board of Directors authorized the adoption of
the 1997 Stock Option Plan for Verity Canada. Under this plan, the Company has
reserved 150,000 shares of common stock for issuance to certain employees and
consultants of Verity Canada. The terms of the 1997 Stock Option Plan for Verity
Canada are substantially the same as those of the 1995 Stock Option Plan. In
March 1998, the Company increased the number of shares reserved under the Plan
from 150,000 to 390,000 shares of common stock for issuance to certain employers
and consultants of the Company. In May 1999, the Company increased the number of
shares reserved under the 1997 Plan to a total of 590,000 shares. At May 31,
1999, 199,000 shares of common stock were available for grant under the 1997
Stock Option Plan for Verity Canada.

F-16
<PAGE> 68
VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

ACTIVITY UNDER STOCK OPTION PLANS

Activity under the above stock option plans is set forth below:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
-------------------------------------
WEIGHTED
AVERAGE
SHARES PRICE PER
AVAILABLE SHARES SHARE TOTAL
---------- ---------- --------- ------------
<S> <C> <C> <C> <C>
Balances, May 31, 1996......................... 1,151,000 1,447,000 $20.49 $ 29,653,000
Shares reserved under plans.................. 850,000
Options reinstated........................... 63,000
Options granted.............................. (4,670,000) 4,670,000 $12.72 59,393,000
Options canceled............................. 3,582,000 (3,582,000) $19.28 (69,050,000)
Options exercised............................ (88,000) $ 2.26 (199,000)
---------- ---------- ------------
Balances, May 31, 1997......................... 976,000 2,447,000 $ 8.09 19,797,000
Shares reserved under plans.................. 1,500,000
Options reinstated........................... 2,000 (2,000)
Options granted.............................. (2,665,000) 2,665,000 $ 5.31 14,141,000
Options canceled............................. 1,921,000 (1,921,000) $ 8.24 (15,826,000)
Options exercised............................ (232,000) $ 3.79 (883,000)
---------- ---------- ------------
Balances, May 31, 1998......................... 1,734,000 2,957,000 $ 5.83 17,229,000
Shares reserved under plans.................. 1,950,000
Options granted.............................. (2,802,000) 2,802,000 $19.56 54,802,000
Options canceled............................. 309,000 (309,000) $ 7.19 (2,223,000)
Options exercised............................ -- (903,000) $ 5.91 (5,339,000)
---------- ---------- ------------
Balances, May 31, 1999......................... 1,191,000 4,547,000 $14.17 $ 64,469,000
========== ========== ============
</TABLE>

COMMON STOCK OPTION PLANS

The following table summarizes information with respect to stock options
outstanding at May 31, 1999:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS NOT SUBJECT TO
------------------------------------- REPURCHASE UPON EXERCISE
WEIGHTED ------------------------
NUMBER AVERAGE WEIGHTED WEIGHTED
OUTSTANDING REMAINING AVERAGE NUMBER AT AVERAGE
RANGE OF AT MAY 31, CONTRACTUAL EXERCISE MAY 31, EXERCISE
EXERCISE PRICE 1999 LIFE (YEARS) PRICE 1999 PRICE
- --------------- ----------- ------------ -------- ----------- ----------
<S> <C> <C> <C> <C> <C>
$ 1.00 - $ 4.99 252,038 6.18 $ 3.96 137,785 $ 3.44
$ 5.00 - $10.99 2,798,897 6.78 $ 6.56 1,292,490 $ 6.23
$11.00 - $29.99 212,632 6.90 $14.54 52,733 $12.03
$30.00 - $38.50 1,283,500 7.97 $32.74 520 $37.34
--------- ---------
4,547,067 7.09 $14.45 1,483,528 $14.76
========= =========
</TABLE>

At May 31, 1998, options to purchase 970,000 shares of common stock at a
weighted average exercise price of $5.66, were not subject to the Company's
right of repurchase upon exercise.

In March 1997, the Company offered employees the right to cancel certain
outstanding stock options and receive new options with an exercise price of
$7.75 per share, the closing price of the common stock

F-17
<PAGE> 69
VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

on the date individual employees agreed to cancel their original outstanding
stock options. Options to purchase a total of 1,333,000 shares at original
exercise prices ranging from $10.375 to $19.50 per share were canceled and new
options were issued in March 1997. Vesting under the new options continues from
the date of the original option grant. The option term on the repriced options
is eight years.

EMPLOYEE STOCK PURCHASE PLAN

In July 1995, the Company's Board of Directors approved the 1995 Employee
Stock Purchase Plan and reserved 250,000 shares of common stock for issuance to
eligible employees. In September 1996, the Company's stockholders approved an
increase to the number of shares reserved under the employee stock purchase plan
from 250,000 to 500,000 shares of common stock and in September 1997, the
Company's stockholders approved a further increase to 1,300,000 shares of common
stock. The Employee Stock Purchase Plan permits eligible employees to purchase
shares of the Company's common stock at 85% of the lesser of fair market value
of the common stock on the first day of the offering period or the last day of
the purchase period. At May 31, 1998 and 1999, 638,000 and 975,000 shares,
respectively, of the Company's common stock have been issued under the plan and
662,000 shares and 325,000 shares, respectively, remained available for
purchase.

PRO FORMA STOCK-BASED COMPENSATION

The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123 (SFAS No. 123), Accounting for
Stock-Based Compensation. Accordingly, no compensation cost has been recognized
for the Company's stock option plans or Employee Stock Purchase Plan. Had
compensation cost for the Company's stock option plans and Employee Stock
Purchase Plan been determined based on the fair value at the grant date for
awards in fiscal years 1999, 1998 and 1997 consistent with the provisions of
SFAS No. 123, the Company's net income (loss) and net income (loss) per share
for fiscal years 1999, 1998 and 1997 would have been increased to the pro forma
amounts indicated below (in thousands, except per share amounts):

<TABLE>
<CAPTION>
FISCAL YEARS
-----------------------------
1999 1998 1997
------- -------- --------
<S> <C> <C> <C>
Net income/(loss) applicable to common stockholders -- as
reported.................................................. $12,130 $(16,510) $(17,931)
======= ======== ========
Net income/(loss) applicable to common stockholders -- pro
forma..................................................... $ 1,929 $(20,185) $(23,174)
======= ======== ========
Net income/(loss) per share -- basic -- as reported......... $ 1.00 $ (1.47) $ (1.65)
======= ======== ========
Net income/(loss) per share -- diluted -- as reported....... $ 0.88 $ (1.47) $ (1.65)
======= ======== ========
Net income/(loss) per share -- basic -- pro forma........... $ 0.16 $ (1.80) $ (2.14)
======= ======== ========
Net income/(loss) per share -- diluted -- pro forma......... $ 0.14 $ (1.80) $ (2.14)
======= ======== ========
</TABLE>

The above pro forma disclosures are not necessarily representative of the
effects on reported net income or loss for future years.

The aggregate fair value and weighted average fair value of each option
granted in fiscal years 1999, 1998 and 1997 were $36.8 million, $7.1 million and
$22.0 million, and $13.14, $2.74 and $4.71, respectively.

F-18
<PAGE> 70
VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes Option Pricing Model with the following weighted average
assumptions for fiscal years 1999, 1998 and 1997:

<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Expected volatility......................................... 90% 60% 60%
Risk-free interest rate..................................... 5.7% 5.6% 6.4%
Expected life............................................... 4 years 4 years 4 years
Expected dividend yield..................................... 0.0% 0.0% 0.0%
</TABLE>

The Company has also estimated the fair value for the purchase rights under
the Employee Stock Purchase Plan using the Black-Scholes Model with the
following assumptions for fiscal years 1999, 1998 and 1997:

<TABLE>
<CAPTION>
1999 1998 1997
---------------- ---------------- ----------------
<S> <C> <C> <C>
Expected volatility........................ 90% 60% 60%
Risk-free interest rate.................... 5.7% 5.6% 6.4%
Expected life.............................. .50 - 1.00 years .50 - 1.00 years .48 - 1.48 years
Expected dividend yield.................... 0.0% 0.0% 0.0%
</TABLE>

PREFERRED STOCK PURCHASE RIGHTS PLAN

In September 1996, the Company's Board of Directors adopted a Preferred
Stock Purchase Rights Plan designed to enable all Verity stockholders to realize
the full value of their investment and to provide for fair and equal treatment
for all Verity stockholders in the event that an unsolicited attempt is made to
acquire Verity. Under the Plan, stockholders will receive one Right to purchase
one one-hundredth of a share of a new series of Preferred Stock for each
outstanding share of Verity common stock held at the close of business on
October 2, 1996. The Rights expire on September 17, 2006.

9. INCOME TAXES

Income (loss) before taxes consist of the following (in thousands):

<TABLE>
<CAPTION>
FISCAL YEARS
-------------------------------
1999 1998 1997
------- -------- --------
<S> <C> <C> <C>
Domestic.................................................... $ 9,899 $(16,890) $(20,532)
Foreign..................................................... 2,831 680 2,781
------- -------- --------
$12,730 $(16,210) $(17,751)
======= ======== ========
</TABLE>

Details of the income tax provision for fiscal year 1999 and 1998 consist
of the following (in thousands):

<TABLE>
<CAPTION>
MAY 31,
--------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Current:
Federal................................................... $243 $ -- $ --
State..................................................... 55 108 42
Foreign................................................... 302 192 138
---- ---- ----
$600 $300 $180
==== ==== ====
</TABLE>

F-19
<PAGE> 71
VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company's effective tax rate differs from the statutory federal income
tax rate as shown in the following schedule:

<TABLE>
<CAPTION>
FISCAL YEARS
-----------------------
1999 1998 1997
----- ----- -----
<S> <C> <C> <C>
Income tax benefit at statutory rates....................... 34.0% (34.0)% (35.0)%
State income taxes net of federal benefit................... 0.4 0.7 0.2
Write-off of in-process research and development............ -- -- 28.5
Non-deductible expenses..................................... 0.1 1.0 1.6
Foreign taxes............................................... 0.1 1.3 0.8
Net operating loss (benefited) not benefited................ (29.7) 33.0 4.9
----- ----- -----
Effective tax rate.......................................... 4.9% 2.0% 1.0%
===== ===== =====
</TABLE>

The components of the net deferred tax asset are (in thousands):

<TABLE>
<CAPTION>
MAY 31,
--------------------
1999 1998
-------- --------
<S> <C> <C>
Deferred tax assets:
Accumulated depreciation.................................. $ 1,939 $ 1,980
Accrued compensation...................................... 202 348
Other accruals and allowance for doubtful accounts........ 940 1,543
Research and development credits.......................... 2,868 1,830
Net operating loss carryforwards.......................... 12,938 11,303
-------- --------
18,887 17,004
Deferred tax liabilities:
Capitalized software...................................... -- --
-------- --------
18,887 17,004
Valuation allowance......................................... (18,887) (17,004)
-------- --------
Net deferred........................................... $ -- $ --
======== ========
</TABLE>

The Company has established a valuation allowance against its deferred tax
assets due to the uncertainty surrounding the realization of such assets.
Management evaluates on a quarterly basis the recoverability of the deferred tax
assets and the level of the valuation allowance. At such time as it is
determined that it is more likely than not that deferred tax assets are
realizable, the valuation allowance will be reduced.

The Company's deferred tax asset related to its net operating loss
carryforwards includes the tax benefit derived from the disqualifying
dispositions of incentive stock options and the exercise of nonqualified stock
options. The benefit, which totaled $4,712,000 and $372,000, at May 31, 1999 and
1998, respectively, will be credited directly to additional paid-in capital when
the Company's deferred tax asset is recognized.

As of May 31, 1999, the Company had approximately $36,160,000 and
$10,712,000 of net operating loss carryforwards for federal and California
purposes, respectively, to offset future taxable income. The Company also has
federal and state research and development tax credit carryforwards of
approximately $2,247,000 and $621,000, respectively, at May 31, 1999. These
carryforwards expire in the years 2000 to 2019 if not utilized. A portion of the
Company's net operating loss and tax credit carryforwards are subject to an
annual limitation of approximately $4,900,000 as a result of an ownership
change, as defined by tax laws.

F-20
<PAGE> 72
VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. RELATED PARTY TRANSACTIONS

On July 31, 1997, Mr. Gary J. Sbona was appointed as the Company's
President and Chief Executive Officer, and the Company entered into an agreement
with Regent Pacific Management Corporation, a management firm of which Mr. Sbona
is the Chief Executive Officer. Pursuant to the original agreement, Regent
Pacific agreed to provide management services to the Company, at a fee of
$50,000 per week, including the services of Mr. Sbona as Chief Executive Officer
and President and at least three other Regent Pacific personnel as part of the
Company's management team. The agreement had a one-year term and could be
canceled by the Company after expiration of the initial 26-week period, with a
minimum compensation to Regent Pacific of $1.3 million for that initial period.

The agreement required that the Company indemnify Regent Pacific and Mr.
Sbona for certain liabilities arising out of the performance of services under
the agreement. On April 13, 1998, the Company and Regent Pacific agreed to amend
the agreement to provide that Mr. Sbona and at least four other Regent Pacific
personnel would serve as part of the Company's management team. The amendment
also served to extend the term of the agreement until August 31, 1999, and to
extend the noncancelable period of the agreement until February 28, 1999.

In connection with Mr. Sbona's service as President and CEO, an employee of
the Company, the Compensation Committee of the Company's Board also granted to
him an option to purchase 350,000 shares of the Company's common stock, at an
exercise price of $5.125 per share. In October 1998, the Company's Board granted
Mr. Sbona another option to purchase additional 260,000 shares of the Company's
common stock, at an exercise price of $7.625 per share. In May 1999, the
Company's Board granted Mr. Sbona another option to purchase additional 210,000
shares of the Company's common stock, at an exercise price of $32.50 per share.
The shares subject to such options will vest entirely upon certain change of
control transactions or upon a termination of Mr. Sbona without cause. The
options will also remain exercisable for one year following the termination of
Mr. Sbona's services.

On March 12, 1999, the Company extended its agreement with Regent Pacific
Management Corporation until August 31, 2000. Under this amended agreement,
Regent Pacific continues to provide certain services to the Company at a fee of
$50,000 per week. The new agreement provides Verity with an option to further
extend the term of this agreement through February 2001. Additionally, the
parties agree that Mr. Sbona became an employee of the Company effective
February 16, 1998. Furthermore, on March 12, 1999, Mr. Sbona was appointed as
the Chairman of the Board of Directors of the Company. Mr. Sbona has been
Verity's President and Chief Executive Officer since July 1997 and has been a
Board member since May 1998.

11. EMPLOYEE BENEFIT PLAN

The Verity, Inc. 401(k) Plan, as allowed under Section 401(k) of the
Internal Revenue Code, provides tax deferred salary deductions for eligible
employees. Employees are eligible to participate immediately upon date of hire.

Participants may make voluntary contributions to the plan up to 20% of
their compensation. The plan does not provide for Company contributions.

F-21
<PAGE> 73
VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. COMPUTATION OF NET INCOME/(LOSS) PER SHARE

Basic and diluted net income (loss) per share are calculated as follows for
fiscal years 1999, 1998 and 1997 (in thousands except per share amounts):

<TABLE>
<CAPTION>
FISCAL YEARS
-------------------------------
1999 1998 1997
------- -------- --------
<S> <C> <C> <C>
Basic :
Weighted average common shares outstanding (basic)........ 12,099 11,225 10,840
Net income/(loss) applicable to common stockholders....... $12,130 $(16,510) $(17,931)
Net income/(loss) per share............................... $ 1.00 $ (1.47) $ (1.65)
Diluted:
Weighted average common shares outstanding (diluted)...... 13,850 11,225 10,840
Net income/(loss) applicable to common stockholders....... $12,130 $(16,510) $(17,931)
Net income/(loss) per share............................... $ 0.88 $ (1.47) $ (1.65)
</TABLE>

The calculation of diluted shares outstanding for fiscal years 1998 and
1997 excludes 387,000 and 506,000 stock options, respectively, as their effect
was antidilutive in each period.

13. BUSINESS SEGMENT, FOREIGN SALES AND OPERATIONS, AND MAJOR CUSTOMERS

The Company, whose operations consist of a single line of business,
develops, markets and supports software tools and applications that enable
individuals, enterprises and publishers to intelligently search, filter, view,
and disseminate textual information residing on enterprise networks, on-line
services, the Internet, CD-ROM and other electronic media.

The Company has sales and marketing operations located outside the United
States in the Netherlands, United Kingdom, France and Germany and a development
and technical support operation in Canada. Foreign branch and subsidiary
revenues consist primarily of maintenance and consulting services.

<TABLE>
<CAPTION>
FINANCIAL DATA BY UNITED OTHER
GEOGRAPHICAL AREA STATES EUROPE FOREIGN ELIMINATIONS TOTAL
----------------- -------- ------ ------- ------------ --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues:
1997......................................... $ 40,417 $5,459 $ -- $ (3,205) $ 42,671
1998......................................... 36,440 2,418 -- -- 38,858
1999......................................... 60,334 4,091 -- -- 64,425
Income (loss) from operations:
1997......................................... (17,603) 2,756 (54) (4,581) (19,482)
1998......................................... (13,752) 613 54 (4,578) (17,663)
1999......................................... 21,018 2,800 73 (12,238) 11,653
Identifiable assets:
1998......................................... 37,275 3,902 272 -- 41,449
1999......................................... 60,342 4,241 443 -- 65,026
</TABLE>

Transfers between geographic areas are recorded at amounts generally above
cost and in accordance with the rules and regulations of the respective
governing tax authorities. Operating income consists of total net sales less
operating expenses, and does not include either interest and other income, net,
or income taxes. Identifiable assets of geographic areas are those assets used
in the Company's operations in each area.

F-22
<PAGE> 74
VERITY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Included in software product revenues are export sales of approximately
$17,464,000, $10,317,000 and $10,144,000 in fiscal years 1999, 1998 and 1997,
respectively.

No single customer accounted for 10% or more of the Company's revenue
during fiscal years 1999, 1998 and 1997. Revenues from the federal government
and its agencies were $5,216,000, $3,489,000 and $4,037,000 for fiscal years
1999, 1998 and 1997, respectively.

14. SUBSEQUENT EVENT

In July 1999, the Company's Board of Directors approved an amendment,
subject to stockholder approval, to the Company's certificate of incorporation
to increase the Company's authorized number of shares of common stock to
100,000,000.

F-23
<PAGE> 75

SCHEDULE II

VERITY, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

<TABLE>
<CAPTION>
AMOUNTS
BALANCE AT CHARGED TO BALANCE
BEGINNING PROFIT AND AT END
DESCRIPTION OF YEAR LOSS DEDUCTIONS OF YEAR
----------- ---------- ---------- ---------- -------
<S> <C> <C> <C> <C>
ALLOWANCE FOR BAD DEBTS:
Year ended May 31, 1997
Allowance for doubtful accounts............. $ 389 $ 350 $(199) $ 540
Year ended May 31, 1998
Allowance for doubtful accounts............. $ 540 $ 699 $(533) $ 706
Year ended May 31, 1999
Allowance for doubtful accounts............. $ 706 $ 639 $(445) $ 900

ALLOWANCE FOR DEFERRED TAX ASSETS:
Year ended May 31, 1997
Valuation Allowance......................... $10,192 $1,033 $ -- $11,225
Year ended May 31, 1998
Valuation Allowance......................... $11,225 $5,779 $ -- $17,004
Year ended May 31, 1999
Valuation Allowance......................... $17,004 $1,883 $ -- $18,887
</TABLE>

F-24
<PAGE> 76

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

1,775,000 SHARES

[VERITY RUNNING MAN LOGO]

COMMON STOCK

------------------------------

PROSPECTUS
------------------------------

SG COWEN
BANC OF AMERICA SECURITIES LLC
DAIN RAUSCHER WESSELS
A DIVISION OF DAIN RAUSCHER
INCORPORATED

SOUNDVIEW TECHNOLOGY GROUP

, 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 77

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by us in connection with the
sale of the common stock being registered hereby. All amounts are estimates
except the SEC registration fee and the NASD filing fee.

<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 27,061
NASD Filing Fee............................................. 10,234
Nasdaq National Market Additional Listing Fee............... 17,500
Printing and Engraving...................................... 150,000
Legal Fees and Expenses..................................... 300,000
Accounting Fees and Expenses................................ 160,000
Blue Sky Fees and Expenses.................................. 5,000
Transfer Agent and Registrar Fees........................... 10,000
Directors and Officers Insurance............................ 75,000
Miscellaneous............................................... 20,205
--------
Total............................................. $775,000
========
</TABLE>

We intend to pay all expenses of registration, issuance and distribution.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

As permitted by Delaware law, our certificate of incorporation provides
that no director of ours will be personally liable to us or our stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of duty of loyalty to us or to our stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.

Our certificate of incorporation further provides that we must indemnify
our directors and executive officers and may indemnify its other officers and
employees and agents to the fullest extent permitted by Delaware law. We believe
that indemnification under our Certificate of Incorporation covers negligence
and gross negligence on the part of indemnified parties.

We have entered into indemnification agreements with each of our directors
and officers. These agreements, among other things, require us to indemnify each
director and officer for certain expenses including attorneys' fees, judgments,
fines and settlement amounts incurred by any such person in any action or
proceeding, including any action by or in the right of Verity, arising out of
person's services as our director or officer, any subsidiary of ours or any
other company or enterprise to which the person provides services at our
request.

The Underwriting Agreement (Exhibit 1.1) will provide for indemnification
by the underwriters of Verity, our directors, our officers who sign the
Registration Statement, the selling stockholders and our controlling persons for
some liabilities, including liabilities arising under the Securities Act.

II-1
<PAGE> 78

ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<S> <C>
1.1 Form of Underwriting Agreement.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit
5.1.
24.1+ Power of Attorney.
27.1+ Financial Data Schedule.
</TABLE>

- ---------------

+ Previously filed.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) That for purposes of determining any liability under the
Securities Act, the information omitted from the form of this prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.

(2) That for purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referenced in Item 15
of this Registration Statement or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933, and will be
governed by the final adjudication of such issue.

II-2
<PAGE> 79

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Palo Alto, State of California, on August 2,
1999.

VERITY, INC.

By: /s/ JAMES E. TICEHURST
------------------------------------
James E. Ticehurst
Vice President, Finance and
Administration
and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <S>

* Chairman of the Board, August 2, 1999
- ----------------------------------------------------- President and Chief Executive
Gary J. Sbona Officer (Principal Executive
Officer)

/s/ JAMES E. TICEHURST Vice President, Finance and August 2, 1999
- ----------------------------------------------------- Administration and Assistant
James E. Ticehurst Secretary (Principal
Financial Officer)

/s/ TODD K. YAMAMI Corporate Controller August 2, 1999
- ----------------------------------------------------- (Principal Accounting
Todd K. Yamami Officer)

* Director August 2, 1999
- -----------------------------------------------------
Steven M. Krausz

* Director August 2, 1999
- -----------------------------------------------------
Stephen A. MacDonald

* Director August 2, 1999
- -----------------------------------------------------
Charles P. Waite, Jr.

*By: /s/ JAMES E. TICEHURST
-------------------------------------------------
James E. Ticehurst
Attorney-in-Fact
</TABLE>

II-3
<PAGE> 80

EXHIBITS AND FINANCIAL SCHEDULES

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<C> <S>
1.1 Form of Underwriting Agreement.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit
5.1.
24.1+ Power of Attorney.
27.1+ Financial Data Schedule.
</TABLE>

- ---------------

+ Previously filed.

<PAGE> 1

EXHIBIT 1.1

1,775,000 SHARES

VERITY, INC.

COMMON STOCK

UNDERWRITING AGREEMENT
----------------------

August _, 1999

SG COWEN SECURITIES CORPORATION
BANC OF AMERICA SECURITIES LLC
DAIN RAUSCHER WESSELS
SOUNDVIEW TECHNOLOGY GROUP, INC.
As Representatives of the several Underwriters
c/o SG Cowen Securities Corporation
Financial Square
New York, New York 10005

Dear Sirs and Madames:

1. INTRODUCTORY. Verity, Inc., a Delaware corporation (the "Company"), and
the selling stockholders named in Schedule B hereto (the "Selling Stockholders")
propose to sell, pursuant to the terms of this Agreement, to the several
underwriters named in Schedule A hereto (the "Underwriters," or, each, an
"Underwriter"), an aggregate of 1,775,000 shares of Common Stock $.001 par value
(the "Common Stock") of the Company. The aggregate of 1,775,000 shares so
proposed to be sold is hereinafter referred to as the "Firm Stock". The Company
also proposes to sell to the Underwriters, upon the terms and conditions set
forth in Section 3 hereof, up to an additional 266,250 shares of Common Stock
(the "Optional Stock"). The Firm Stock and the Optional Stock are hereinafter
collectively referred to as the "Stock." SG Cowen Securities Corporation ("SG
Cowen"), Banc of America Securities LLC, Dain Rauscher Wessels and SoundView
Technology Group, Inc. are acting as representatives of the several Underwriters
and in such capacity are hereinafter referred to as the "Representatives." For
purposes herein, Gary J. Sbona, Anthony J. Bettencourt, Hugh S. Njemanze, James
E. Ticehurst and Ronald F.E. Weissman are referred to as "Selling Officers."

2. (I) REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING
OFFICERS. The Company represents and warrants to, and agrees with, and each
Selling Officer, to his actual knowledge without independent investigation,
severally and not jointly, represents and warrants to, and agrees with, the
several Underwriters that:

a. A registration statement on Form S-3 (File No. 333-82525), as
amended by Amendments Nos. 1 and 2 thereto (the "Initial Registration
Statement") in respect of the Stock has been filed with the Securities and
Exchange Commission (the "Commission"); the Initial Registration Statement and
any post-effective amendment thereto, excluding exhibits thereto but

1
<PAGE> 2

including all documents incorporated by reference in the prospectus contained
therein, have been delivered to you for each of the other Underwriters and have
been declared effective by the Commission in such form as so amended; other than
a registration statement, if any, increasing the size of the offering (a "Rule
462(b) Registration Statement"), filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations (the "Rules and Regulations") of the Commission thereunder, which
will become effective upon filing; no other document with respect to the Initial
Registration Statement or document incorporated by reference therein has
heretofore been filed with the Commission; and no stop order suspending the
effectiveness of the Initial Registration Statement, any post-effective
amendment thereto or the Rule 462(b) Registration Statement, if any, has been
issued and no proceeding for that purpose has been initiated or threatened by
the Commission (any preliminary prospectus included in the Initial Registration
Statement or filed with the Commission pursuant to Rule 424(a) of the Rules and
Regulations, is hereinafter called a "Preliminary Prospectus"); the various
parts of the Initial Registration Statement and the Rule 462(b) Registration
Statement, if any, including all exhibits thereto and including (i) the
information contained in the form of final prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act and deemed by virtue of Rule
430A under the Securities Act to be part of the Initial Registration Statement
at the time it was declared effective and (ii) the documents incorporated by
reference in the prospectus contained in the Initial Registration Statement at
the time such part of the Initial Registration Statement became effective, each
as amended at the time such part of the Initial Registration Statement became
effective or such part of the Rule 462(b) Registration Statement, if any, became
or hereafter becomes effective, are hereinafter collectively called the
"Registration Statements"; and such final prospectus, in the form first filed
pursuant to Rule 424(b) under the Securities Act, is hereinafter called the
"Prospectus"; and any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as
of the date of such Preliminary Prospectus or Prospectus, as the case may be;
any reference to any amendment or supplement to any Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include any documents filed after
the date of such Preliminary Prospectus or Prospectus, as the case may be, under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Preliminary Prospectus or Prospectus, as the
case may be; and any reference to any amendment to the Registration Statements
shall be deemed to refer to and include any annual report of the Company filed
pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date
of the Initial Registration Statement that is incorporated by reference in the
Registration Statements. No document has been or will be prepared or distributed
in reliance on Rule 434 under the Securities Act. No order preventing or
suspending the use of any Preliminary Prospectus has been issued by the
Commission.

b. The Registration Statement conforms (and the Rule 462(b)
Registration Statement, if any, the Prospectus and any amendments or supplements
to either of the Registration Statements or the Prospectus, when they become
effective or are filed with the Commission, as the case may be, will conform) in
all material respects to the requirements of the Securities Act and the Rules
and Regulations and do not and will not, as of the applicable effective date (as
to the Registration Statements and any amendment thereto) and as of the
applicable filing date (as to the Prospectus

2
<PAGE> 3

and any amendment or supplement thereto) contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading; provided, however,
that the foregoing representations and warranties shall not apply to information
contained in or omitted from the Registration Statements or the Prospectus or
any such amendment or supplement thereto in reliance upon, and in conformity
with, written information furnished to the Company through the Representatives
by or on behalf of any Underwriter specifically for inclusion therein.

c. The documents incorporated by reference in the Prospectus, when they
became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading; and any
further documents so filed and incorporated by reference in the Prospectus, when
such documents become effective or are filed with Commission, as the case may
be, will conform in all material respects to the requirements of the Securities
Act or the Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder and will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading.

d. The Company and each of its subsidiaries (as defined in Section 14)
have been duly incorporated and are validly existing as corporations in good
standing under the laws of their respective jurisdictions of incorporation, are
duly qualified to do business and are in good standing as foreign corporations
in each jurisdiction in which their respective ownership or lease of property or
the conduct of their respective businesses requires such qualification, and have
all power and authority necessary to own or hold their respective properties and
to conduct the businesses in which they are engaged, except where the failure to
so qualify or have such power or authority would not have, singularly or in the
aggregate, a material adverse effect on the condition (financial or otherwise),
results of operations or business of the Company and its subsidiaries taken as a
whole (a "Material Adverse Effect"). The Company owns or controls, directly or
indirectly, only the following corporations, associations or other entities:
________.

e. This Agreement has been duly authorized executed and delivered by
the Company.

f. The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company,
including the Stock, have been duly and validly authorized and issued, are fully
paid and non-assessable and conform to the description thereof contained in the
Prospectus.

g. All the outstanding shares of capital stock of each subsidiary of
the Company have been duly authorized and validly issued, are fully paid and
nonassessable and, except to the extent set forth in the Prospectus, are owned
by the Company directly or indirectly through one or more wholly-owned
subsidiaries, free and clear of any claim, lien, encumbrance, security interest,
restriction upon voting or transfer or any other claim of any third party.

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<PAGE> 4

h. The execution, delivery and performance of this Agreement by the
Company and the consummation of the transactions contemplated hereby will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or
any of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the Company
or any of its subsidiaries is subject, nor will such actions result in any
violation of the provisions of the charter or by-laws of the Company or any of
its subsidiaries or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of its
subsidiaries or any of their properties or assets, except in each case which
conflict, violation or breach would not reasonably be expected to have a
Material Adverse Effect.

i. Except for the registration of the Stock under the Securities Act
and such consents, approvals, authorizations, registrations or qualifications as
may be required under the Exchange Act, applicable state securities laws and
rules and regulations of the National Association of Securities Dealers, Inc.
("NASD") in connection with the purchase and distribution of the Stock by the
Underwriters, no consent, approval, authorization or order of, or filing or
registration with, any such court or governmental agency or body is required for
the execution, delivery and performance of this Agreement by the Company and the
consummation of the transactions contemplated hereby.

j. To the Company's knowledge, PricewaterhouseCoopers LLP, who have
expressed their opinions on the audited financial statements and related
schedules included or incorporated by reference in the Registration Statements
and the Prospectus are independent public accountants as required by the
Securities Act and the Rules and Regulations.

k. The financial statements, together with the related notes and
schedules, included or incorporated by reference in the Prospectus and in each
Registration Statement fairly present the financial position and the results of
operations and changes in financial position of the Company and its consolidated
subsidiaries at the respective dates or for the respective periods therein
specified. Such statements and related notes and schedules have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis except as may be set forth in the Prospectus.

l. Neither the Company nor any of its subsidiaries has sustained, since
the date of the latest audited financial statements included or incorporated by
reference in the Prospectus, any loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by insurance,
or from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus or as would not,
either singularly or in the aggregate, reasonably be expected to have a Material
Adverse Effect; and, since such date, there has not been any material change in
the capital stock or long-term debt of the Company or any of its subsidiaries or
any material adverse change, or any development involving a prospective material
adverse change, in or affecting the business, general affairs, management,
financial position, stockholders' equity or results of operations of the Company
and its subsidiaries taken as a whole, otherwise than as set forth or
contemplated in the Prospectus.

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<PAGE> 5

m. Except as set forth in the Prospectus, there is no legal or
governmental proceeding pending to which the Company or any of its subsidiaries
is a party or of which any property or assets of the Company or any of its
subsidiaries is the subject which, singularly or in the aggregate, if determined
adversely to the Company or any of its subsidiaries, might have a Material
Adverse Effect or would prevent or adversely affect the ability of the Company
to perform its obligations under this Agreement; and to the best of the
Company's knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others.

n. Neither the Company nor any of its subsidiaries (i) is in violation
of its charter or by-laws, (ii) is in default in any respect, and no event has
occurred which, with notice or lapse of time or both, would constitute such a
default, in the due performance or observance of any term, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which it is a party or by which it is bound or to
which any of its property or assets is subject or (iii) is in violation in any
respect of any law, ordinance, governmental rule, regulation or court decree to
which it or its property or assets may be subject, except any violations or
defaults which, singularly or in the aggregate, would not have a Material
Adverse Effect.

o. The Company and each of its subsidiaries possess all licenses,
certificates, authorizations and permits issued by, and have made all
declarations and filings with, the appropriate state, federal or foreign
regulatory agencies or bodies which are necessary or desirable for the ownership
of their respective properties or the conduct of their respective businesses as
described in the Prospectus except where any failures to possess or make the
same, singularly or in the aggregate, would not have a Material Adverse Effect,
and the Company has not received notification of any revocation or modification
of any such license, authorization or permit and has no reason to believe that
any such license, certificate, authorization or permit will not be renewed.

p. Neither the Company nor any of its subsidiaries is or, after giving
effect to the offering of the Stock and the application of the proceeds thereof
as described in the Prospectus, will become an "investment company" within the
meaning of the Investment Company Act of 1940, as amended, and the rules and
regulations of the Commission thereunder.

q. Neither the Company nor any of its officers, directors or affiliates
has taken or will take, directly or indirectly, any action designed or intended
to stabilize or manipulate the price of any security of the Company, or which
caused or resulted in, or which might in the future reasonably be expected to
cause or result in, stabilization or manipulation of the price of any security
of the Company.

r. The Company and its subsidiaries own or possess the right to use all
patents, trademarks, trademark registrations, service marks, service mark
registrations, trade names, copyrights, licenses, inventions, trade secrets and
rights described in the Prospectus as being owned by them for the conduct of
their respective businesses, and the Company is not aware of any claim to the
contrary or any challenge by any other person to the rights of the Company and

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<PAGE> 6

its subsidiaries with respect to the foregoing. The Company's business as now
conducted and as proposed to be conducted does not and will not, to the
knowledge of the Company, infringe or conflict with any patents, trademarks,
service marks, trade names, copyrights, trade secrets, licenses or other
intellectual property or franchise right of any person. Except as described in
the Prospectus, no claim has been made against the Company alleging the
infringement by the Company of any patent, trademark, service mark, trade name,
copyright, trade secret, license in or other intellectual property right or
franchise right of any person.

s. The Company and each of its subsidiaries have good and marketable
title in fee simple to, or have valid rights to lease or otherwise use, all
items of real or personal property which are material to the business of the
Company and its subsidiaries taken as a whole, in each case free and clear of
all liens, encumbrances, claims and defects that may result in a Material
Adverse Effect.

t. No labor disturbance by the employees of the Company or any of its
subsidiaries exists or, to the best of the Company's knowledge, is imminent
which might be expected to have a Material Adverse Effect. The Company is not
aware that any key employee or significant group of employees of the Company or
any subsidiary plans to terminate employment with the Company or any such
subsidiary.

u. No "prohibited transaction" (as defined in Section 406 of the
Employee Retirement Income Security Act of 1974, as amended, including the
regulations and published interpretations thereunder ("ERISA"), or Section 4975
of the Internal Revenue Code of 1986, as amended from time to time (the
"Code")), or "accumulated funding deficiency" (as defined in Section 302 of
ERISA) or any of the events set forth in Section 4043(b) of ERISA (other than
events with respect to which the 30-day notice requirement under Section 4043 of
ERISA has been waived) has occurred with respect to any employee benefit plan
which could have a Material Adverse Effect; each employee benefit plan is in
compliance in all material respects with applicable law, including ERISA and the
Code; the Company has not incurred and does not expect to incur liability under
Title IV of ERISA with respect to the termination of, or withdrawal from, any
"pension plan"; and each "pension plan" (as defined in ERISA) for which the
Company would have any liability that is intended to be qualified under Section
401(a) of the Code is so qualified in all material respects and nothing has
occurred, whether by action or by failure to act, which could cause the loss of
such qualification.

v. There has been no storage, generation, transportation, handling,
treatment, disposal, discharge, emission, or other release of any kind of toxic
or other wastes or other hazardous substances by, due to, or caused by the
Company or any of its subsidiaries (or, to the best of the Company's knowledge,
any other entity for whose acts or omissions the Company or any of its
subsidiaries is or may be liable) upon any of the property now or previously
owned or leased by the Company or any of its subsidiaries, or upon any other
property, in violation of any statute or any ordinance, rule, regulation, order,
judgment, decree or permit or which would, under any statute or any ordinance,
rule (including rule of common law), regulation, order, judgment, decree or
permit, give rise to any liability, except for any violation or liability which
would not have, singularly or in the aggregate with all such violations and
liabilities, a Material Adverse

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<PAGE> 7

Effect; there has been no disposal, discharge, emission or other release of any
kind onto such property or into the environment surrounding such property of any
toxic or other wastes or other hazardous substances with respect to which the
Company or any of its subsidiaries have knowledge, except for any such disposal,
discharge, emission, or other release of any kind which would not have,
singularly or in the aggregate with all such discharges and other releases, a
Material Adverse Effect.

w. The Company and its subsidiaries each (i) have filed all necessary
federal, state and foreign income and franchise tax returns, (ii) have paid all
federal state, local and foreign taxes due and payable for which it is liable,
and (iii) do not have any tax deficiency or claims outstanding or assessed or,
to the best of the Company's knowledge, proposed against it which could
reasonably be expected to have a Material Adverse Effect.

x. The Company and each of its subsidiaries carry, or are covered by,
insurance in such amounts and covering such risks as is adequate for the conduct
of their respective businesses and the value of their respective properties and
as is customary for companies engaged in similar businesses in similar
industries.

y. The Company and each of its subsidiaries maintains a system of
internal accounting controls sufficient to provide reasonable assurances that
(i) transactions are executed in accordance with management's general or
specific authorization; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain accountability for assets; (iii) access to
assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

z. The minute books of the Company and each of its subsidiaries have
been made available to the Underwriters and counsel for the Underwriters, and
such books (i) contain a complete summary of all meetings and actions of the
directors and stockholders of the Company and each of its subsidiaries since the
time of its respective incorporation through the date of the latest meeting and
action, and (ii) accurately in all material respects reflect all transactions
referred to in such minutes.

aa. There is no franchise, lease, contract, agreement or document
required by the Securities Act or by the Rules and Regulations to be described
in the Prospectus or to be filed as an exhibit to the Registration Statements
which is not described or filed therein as required; and all descriptions of any
such franchises, leases, contracts, agreements or documents contained in the
Registration Statements fairly present the material required to be described
therein.

bb. No relationship, direct or indirect, exists between or among the
Company on the one hand, and the directors, officers, stockholders, customers or
suppliers of the Company on the other hand, which is required to be described in
the Prospectus and which is not so described.

cc. No person or entity has the right to require registration of shares
of Common Stock or other securities of the Company because of the filing or
effectiveness of the Registration

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<PAGE> 8

Statements or otherwise, except for persons and entities who have expressly
waived such right or who have been given proper notice and have failed to
exercise such right within the time or times required under the terms and
conditions of such right.

dd. Neither the Company nor any of its subsidiaries owns any "margin
securities" as that term is defined in Regulations G and U of the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board"), and none
of the proceeds of the sale of the Stock will be used, directly or indirectly,
for the purpose of purchasing or carrying any margin security, for the purpose
of reducing or retiring any indebtedness which was originally incurred to
purchase or carry any margin security or for any other purpose which might cause
any of the Securities to be considered a "purpose credit" within the meanings of
Regulation G, T, U or X of the Federal Reserve Board.

ee. Neither the Company nor any of its subsidiaries is a party to any
contract, agreement or understanding with any person that would give rise to a
valid claim against the Company or the Underwriters for a brokerage commission,
finder's fee or like payment in connection with the offering and sale of the
Stock.

ff. No forward-looking statement (within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act) contained in the
Prospectus has been made or reaffirmed without a reasonable basis or has been
disclosed other than in good faith.

gg. Other than as described in the Prospectus, the Company has reviewed
its operations and that of its subsidiaries and any third parties with which the
Company or any of its subsidiaries has a material relationship to evaluate the
extent to which the business or operations of the Company or any of its
subsidiaries will be affected by the Year 2000 Problem. As a result of such
review and other than as described in the Prospectus, the Company has no reason
to believe, and does not believe, that the Year 2000 Problem will have a
Material Adverse Effect. The "Year 2000 Problem" as used herein means any
significant risk that computer hardware or software used in the receipt,
transmission, processing, manipulation, storage, retrieval, retransmission or
other utilization of data or in the operation of mechanical or electrical
systems of any kind will not, in the case of dates or time periods occurring
after December 31, 1999, function at least as effectively as in the case of
dates or time periods occurring prior to January 1, 2000.

hh. The Stock is listed on The Nasdaq Stock Market's National Market
System.

(II) REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING
STOCKHOLDERS. Each Selling Stockholder, severally and not jointly, represents
and warrants to, and agrees with, the several Underwriters that such Selling
Stockholder:

a. Upon the exercise of each Selling Stockholder's options and
immediately prior to the First Closing Date (as defined in Section 3 hereof),
the Selling Stockholder will have good and valid title to the shares of Stock to
be sold by the Selling Stockholder hereunder on such date, free and clear of all
liens, encumbrances, equities or claims; and upon delivery of such shares and

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<PAGE> 9

payment therefor pursuant hereto, good and valid title to such shares, free and
clear of all liens, encumbrances, equities or claims, will pass to the several
Underwriters.

b. Has duly and irrevocably executed and delivered a power of attorney,
in substantially the form heretofore delivered by the Representatives (the
"Power of Attorney"), appointing Gary J. Sbona and James E. Ticehurst and each
of them, as attorney-in-fact (the "Attorneys-in-fact") with authority to execute
and deliver this Agreement on behalf of such Selling Stockholder, to authorize
the delivery of the shares of Stock to be sold by such Selling Stockholder
hereunder and otherwise to act on behalf of such Selling Stockholder in
connection with the transactions contemplated by this Agreement.

c. Has duly and irrevocably executed and delivered a custody agreement,
in substantially the form heretofore delivered by the Representatives (the
"Custody Agreement"), with Boston EquiServe as custodian (the "Custodian"),
pursuant to which certificates in negotiable form for the shares of Stock to be
sold by such Selling Stockholder hereunder have been placed in custody for
delivery under this Agreement.

d. Has full right, power and authority to enter into this Agreement,
the Power of Attorney and the Custody Agreement; the execution, delivery and
performance of this Agreement, the Power of Attorney and the Custody Agreement
by such Selling Stockholder and the consummation by such Selling Stockholder of
the transactions contemplated hereby and thereby will not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which such Selling Stockholder is
a party or by which the Selling Stockholder is bound or to which any of the
property or assets of the Selling Stockholder is subject, nor will such actions
result in any violation of any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the Selling
Stockholder or the property or assets of the Selling Stockholder; and, except
for the registration of the Stock under the Securities Act and such consents,
approvals, authorizations, registrations or qualifications as may be required
under the Exchange Act, applicable state securities laws and by the NASD in
connection with the purchase and distribution of the Stock by the Underwriters,
no consent, approval, authorization or order of, or filing or registration with,
any such court or governmental agency or body is required for the execution,
delivery and performance of this Agreement, the Power of Attorney or the Custody
Agreement by such Selling Stockholder and the consummation by the Selling
Stockholder of the transactions contemplated hereby and thereby.

3. PURCHASE SALE AND DELIVERY OF OFFERED SECURITIES. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company and each Selling Stockholders
agree, severally and not jointly, to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the Company and
each Selling Stockholder, that number of shares of Firm Stock (rounded up or
down, as determined by SG Cowen in its discretion, in order to avoid fractions)
obtained by multiplying 1,500,000 shares of Firm Stock in the case of the
Company and the number of shares of Firm Stock set forth opposite the name of
such Selling Stockholder in

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<PAGE> 10

Schedule B hereto, in the case of a Selling Stockholder, in each case by a
fraction, the numerator of which is the number of shares of Firm Stock set forth
opposite the name of such Underwriter in Schedule A hereto and the denominator
of which is the total number of shares of Firm Stock.

The purchase price per share to be paid by the Underwriters to the
Company and the Selling Stockholders for the Stock will be $_____ per share (the
"Purchase Price").

The Company and the Selling Stockholders will deliver the Firm Stock to
the Representatives for the respective accounts of the several Underwriters (in
the form of definitive certificates, issued in such names and in such
denominations as the Representatives may direct by notice in writing to the
Company given at or prior to 12:00 Noon, New York time, on the second full
business day preceding the First Closing Date (as defined below)) against
payment of the aggregate Purchase Price therefor by wire transfer to an account
at a bank designated to SG Cowen by the Company, payable to the order of the
Company and Boston EquiServe as Custodian for the Selling Stockholders, all at
the offices of Cooley Godward LLP, Five Palo Alto Square, Fourth Floor, 3000 El
Camino Real, Palo Alto, CA 94306. Time shall be of the essence, and delivery of
the Firm Shares at the time and place specified pursuant to this Agreement is a
further condition of the obligations of each Underwriter hereunder. The time and
date of the delivery and closing shall be at 10:00 A.M., New York time, on
______________, 1999, in accordance with Rule 15c6-1 of the Exchange Act. The
time and date of such payment and delivery are herein referred to as the "First
Closing Date." The First Closing Date and the location of delivery of, and the
form of payment for, the Firm Stock may be varied by agreement among the
Company, the Selling Stockholders and SG Cowen.

The Company and the Selling Stockholders shall make the certificates
for the Stock available to the Representatives for examination on behalf of the
Underwriters in New York, New York at least twenty-four hours prior to the First
Closing Date.

For the purpose of covering any over-allotments in connection with the
distribution and sale of the Firm Stock as contemplated by the Prospectus, the
Underwriters may purchase all or less than all of the Optional Stock. The price
per share to be paid for the Optional Stock shall be the Purchase Price. The
Company agrees to sell to the Underwriters the number of shares of Optional
Stock specified in the written notice by SG Cowen described below and the
Underwriters agree, severally and not jointly, to purchase such shares of
Optional Stock. The option granted hereby may be exercised as to all or any part
of the Optional Stock at any time, but only once, not more than thirty (30) days
subsequent to the date of this Agreement. No Optional Stock shall be sold and
delivered unless the Firm Stock previously has been, or simultaneously is, sold
and delivered. The right to purchase the Optional Stock or any portion thereof
may be surrendered and terminated at any time upon notice by SG Cowen to the
Company.

The option granted hereby may be exercised by written notice given to
the Company by SG Cowen setting forth the number of shares of the Optional Stock
to be purchased by the Underwriters and the date and time for delivery of and
payment for the Optional Stock. The date and time for delivery of and payment
for the Optional Stock (which may be the First Closing

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<PAGE> 11

Date, but not earlier) is herein called the "Option Closing Date" and shall in
no event be earlier than two (2) business days nor later than five (5) business
days after written notice is given. (The Option Closing Date and the First
Closing Date are herein called the "Closing Dates.")

The Company will deliver the Optional Stock to the Underwriters (in the
form of definitive certificates, issued in such names and in such denominations
as the Representatives may direct by notice in writing to the Company given at
or prior to 12:00 Noon, New York time, on the second full business day preceding
the Option Closing Date) against payment of the aggregate Purchase Price
therefor in federal (same day) funds by wire transfer to an account at a bank
designated to SG Cowen by the Company at the offices of Cooley Godward LLP, Five
Palo Alto Square, Fourth Floor, 3000 El Camino Real, Palo Alto, CA 94306. Time
shall be of the essence, and delivery at the time and place specified pursuant
to this Agreement is a further condition of the obligations of each Underwriter
hereunder. The Company shall make the certificates for the Optional Stock
available to the Representatives for examination on behalf of the Underwriters
in New York, New York not later than 10:00 A.M., New York Time, on the business
day preceding the Option Closing Date. The Option Closing Date and the location
of delivery of, and the form of payment for, the Optional Stock may be varied by
agreement between the Company and SG Cowen.

The several Underwriters propose to offer the Stock for sale upon the
terms and conditions set forth in the Prospectus.

4. (I) FURTHER AGREEMENTS OF THE COMPANY. The Company agrees with the
several Underwriters that:

a. The Company will: prepare the Rule 462(b) Registration Statement, if
necessary, in a form approved by the Representatives and file such Rule 462(b)
Registration Statement with the Commission on the date hereof; prepare the
Prospectus in a form approved by the Representatives and file such Prospectus
pursuant to Rule 424(b) under the Securities Act not later than the second
business day following the execution and delivery of this Agreement; make no
further amendment or any supplement to the Registration Statements or to the
Prospectus prior to the Option Closing Date to which the Representatives shall
reasonably object by notice to the Company after a reasonable period to review;
advise the Representatives, promptly after it receives notice thereof, of the
time when any amendment to either Registration Statement has been filed or
becomes effective or any supplement to the Prospectus or any amended Prospectus
has been filed and will: furnish the Representatives with copies thereof; file
promptly all reports and any definitive proxy or information statements required
to be filed by the Company with the Commission pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for
so long as the delivery of a prospectus is required in connection with the
offering or sale of the Stock; advise the Representatives, promptly after it
receives notice thereof, of the issuance by the Commission of any stop order or
of any order preventing or suspending the use of any Preliminary Prospectus or
the Prospectus, of the suspension of the qualification of the Stock for offering
or sale in any jurisdiction, of the initiation or threatening of any proceeding
for any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statements or the Prospectus or for additional
information;

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<PAGE> 12

and, in the event of the issuance of any stop order or of any order preventing
or suspending the use of any Preliminary Prospectus or the Prospectus or
suspending any such qualification, use promptly its best efforts to obtain its
withdrawal.

b. The Company will furnish promptly to each of the Representatives and
to counsel for the Underwriters a signed copy of each of the Registration
Statements as originally filed with the Commission, and each amendment thereto
filed with the Commission, including all consents and exhibits filed therewith.

c. The Company will deliver promptly to the Representatives in New York
City such number of the following documents as the Representatives shall
reasonably request: (i) conformed copies of the Registration Statements as
originally filed with the Commission and each amendment thereto (in each case
excluding exhibits), (ii) each Preliminary Prospectus, (iii) the Prospectus (not
later than 10:00 A.M., New York time, of the second business day following the
execution and delivery of this Agreement) and any amended or supplemented
Prospectus (not later than 10:00 A.M., New York City time, on the second
business day following the date of such amendment or supplement) and (iv) any
document incorporated by reference in the Prospectus (excluding exhibits
thereto).

d. The Company will make generally available to its stockholders as
soon as practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c) under
the Securities Act), an earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Securities Act
and the Rules and Regulations (including, at the option of the Company, Rule
158).

e. The Company will promptly take from time to time such actions as the
Representatives may reasonably request to qualify the Stock for offering and
sale under the securities or Blue Sky laws of such jurisdictions as the
Representatives may designate and to continue such qualifications in effect for
so long as required for the distribution of the Stock; provided that the Company
and its subsidiaries shall not be obligated to qualify as foreign corporations
in any jurisdiction in which they are not so qualified or to file a general
consent to service of process in any jurisdiction;

f. During the period of two years from the date hereof, the Company
will deliver to the Representatives and, upon request, to each of the other
Underwriters, (i) as soon as they are available, copies of all reports or other
communications furnished to shareholders and (i) as soon as they are available,
copies of any reports and financial statements furnished or filed with the
Commission pursuant to the Exchange Act or any national securities exchange or
automatic quotation system on which the Stock is listed or quoted.

g. The Company will not directly or indirectly offer, sell, assign,
transfer, pledge, contract to sell, or otherwise dispose of any shares of Common
Stock or securities convertible into or exercisable or exchangeable for Common
Stock for a period of 90 days from the date of the Prospectus without the prior
written consent of SG Cowen other than: (i) the Company's sale

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<PAGE> 13

of the Stock hereunder; (ii) the sale of the Company's stock pursuant to the
exercise of stock options granted prior to the date of the Prospectus under the
Company's stock option plans; and (iii) the sale of stock pursuant to the
Company's employee stock purchase plan after the date of the Prospectus or
pursuant to the exercise of stock options granted after the date of the
Prospectus under the Company's stock option plans; provided however that such
stockholders will agree not to dispose of their shares for a period of 90 days
from the date of the Prospectus. The Company will cause each officer, director
and shareholder listed in Schedule C to furnish to the Representatives, prior to
the First Closing Date, a letter, substantially in the form of Exhibit I hereto,
pursuant to which each such person shall agree not to directly or indirectly
offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of
any shares of Common Stock or securities convertible into or exercisable or
exchangeable for Common Stock for a period of 90 days from the date of the
Prospectus, without the prior written consent of SG Cowen.

h. The Company will supply the Representatives with copies of all
correspondence to and from, and all documents issued to and by, the Commission
in connection with the registration of the Stock under the Securities Act.

i. Prior to each of the Closing Dates the Company will furnish to the
Representatives, as soon as they have been prepared, copies of any unaudited
interim consolidated financial statements of the Company for any periods
subsequent to the periods covered by the financial statements appearing in the
Registration Statement and the Prospectus.

j. Prior to each of the Closing Dates, the Company will not issue any
press release or other communication directly or indirectly or hold any press
conference with respect to the Company, its condition, financial or otherwise,
or earnings, business affairs or business prospects (except for routine oral
marketing communications in the ordinary course of business and consistent with
the past practices of the Company and of which the Representatives are
notified), without the prior written consent of the Representatives, unless in
the judgment of the Company and its counsel, and after notification to the
Representatives, such press release or communication is required by law.

k. In connection with the offering of the Stock, until SG Cowen shall
have notified the Company of the completion of the resale of the Stock, the
Company will not, and will cause its affiliated purchasers (as defined in
Regulation M under the Exchange Act) not to, either alone or with one or more
other persons, bid for or purchase, for any account in which it or any of its
affiliated purchasers has a beneficial interest, any Stock, or attempt to induce
any person to purchase any Stock; and not to, and to cause its affiliated
purchasers not to, make bids or purchases for the purpose of creating actual, or
apparent, active trading in or of raising the price of the Stock.

l. The Company will not take any action prior to the Closing Date which
would require the Prospectus to be amended or supplemented pursuant to Section
4(b).

m. The Company will apply the net proceeds from the sale of the Stock
as set forth in the Prospectus under the heading "Use of Proceeds."

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(II) FURTHER AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling
Stockholder, severally and not jointly, agrees with the several Underwriters
that:

a. They will not to directly or indirectly offer, sell, assign,
transfer, pledge, contract to sell, or otherwise dispose of any shares of Common
Stock or securities convertible into or exercisable or exchangeable for Common
Stock other than the sale of the Stock hereunder for a period of 90 days from
the date of the Prospectus, without the prior written consent of SG Cowen.

b. The shares of Stock to be issued at the exercise of the options
immediately prior to the Closing Date and listed in the Custody Agreement are
for the benefit of and coupled with and subject to the interests of the
Underwriters and the other Selling Stockholders, and that the arrangement for
such custody and the appointment of the Attorneys-in-fact are irrevocable; that
the obligations of such Selling Stockholder hereunder shall not be terminated by
operation of law, whether by the death or incapacity, liquidation or
distribution of such Selling Stockholder, or any other event, that if such
Selling Stockholder should die or become incapacitated or is liquidated or
dissolved or any other event occurs, before the delivery of the Stock hereunder,
certificates for the Stock to be sold by such Selling Stockholder shall be
delivered on behalf of such Selling Stockholder in accordance with the terms and
conditions of this Agreement and the Custody Agreement, and action taken by the
Attorneys-in-fact or any of them under the Power of Attorney shall be as valid
as if such death, incapacity, liquidation or dissolution or other event had not
occurred, whether or not the Custodian, the Attorneys-in-fact or any of them
shall have notice of such death, incapacity, liquidation or dissolution or other
event.

5. PAYMENT OF EXPENSES. The Company agrees with the Underwriter to pay (a)
the costs incident to the authorization, issuance, sale, preparation and
delivery of the Stock and any taxes payable in that connection; (b) the costs
incident to the Registration of the Stock under the Securities Act; (c) the
costs incident to the preparation, printing and distribution of the Registration
Statement, Preliminary Prospectus, Prospectus any amendments and exhibits
thereto or any document incorporated by reference therein the costs of
reproducing and distributing the Power of Attorney, the Custody Agreement, the
"Agreement Among Underwriters" between the Representatives and the Underwriters,
the Master Selected Dealers' Agreement, the Underwriters' Questionnaire and this
Agreement by mail, telex or other means of communications; (d) the fees and
expenses (including reasonable related fees and expenses of counsel for the
Underwriters not to exceed, together with the fees paid under subsection (f)
hereof, $10,000) incurred in connection with filings made with the National
Association of Securities Dealers; (e) any applicable listing or other fees; (f)
the fees and expenses of qualifying the Stock under the securities laws of the
several jurisdictions as provided in Section 4(I)(e) and of preparing, printing
and distributing Blue Sky Memoranda and Legal Investment Surveys (including
reasonable related fees and expenses of counsel to the Underwriters not to
exceed, together with the fees paid under subsection (d) hereof, $10,000); (g)
all fees and expenses of the registrar and transfer agent of the Stock; and (h)
all other costs and expenses incident to the performance of the obligations of
the Company and of the Selling Stockholders under this Agreement (including,
without limitation, the fees and expenses of the Company's counsel and the
Company's independent accountants); provided that, except as otherwise provided
in this

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<PAGE> 15

Section 5 and in Section 10, the Underwriters shall pay their own costs and
expenses, including the fees and expenses of their counsel, any transfer taxes
on the Stock which they may sell and the expenses of advertising any offering of
the Stock made by the Underwriters.

6. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The respective obligations of
the several Underwriters hereunder are subject to the accuracy, when made and on
each of the Closing Dates, of the representations and warranties of the Company
and the Selling Stockholders contained herein, to the accuracy of the statements
of the Company and the Selling Stockholders made in any certificates pursuant to
the provisions hereof, to the performance by the Company and the Selling
Stockholders of their obligations hereunder, and to each of the following
additional terms and conditions:

a. No stop order suspending the effectiveness of either the
Registration Statements shall have been issued and no proceedings for that
purpose shall have been initiated or threatened by the Commission, and any
request for additional information on the part of the Commission (to be included
in the Registration Statements or the Prospectus or otherwise) shall have been
complied with to the reasonable satisfaction of the Representatives. The Rule
462(b) Registration Statement, if any, and the Prospectus shall have been timely
filed with the Commission in accordance with Section 4(I)(a).

b. None of the Underwriters shall have discovered and disclosed to the
Company on or prior to the Closing Date that the Registration Statement or the
Prospectus or any amendment or supplement thereto contains an untrue statement
of a fact which, in the reasonable opinion of counsel for the Underwriters, is
material or omits to state any fact which, in the reasonable opinion of such
counsel, is material and is required to be stated therein or is necessary to
make the statements therein not misleading.

c. All corporate proceedings and other legal matters incident to the
authorization, form and validity of each of this Agreement, the Custody
Agreements, the Powers of Attorney, the Stock, the Registration Statement and
the Prospectus and all other legal matters relating to this Agreement and the
transactions contemplated hereby shall be reasonably satisfactory in all
material respects to counsel for the Underwriters, and the Company and the
Selling Stockholders shall have furnished to such counsel all documents and
information that they may reasonably request to enable them to pass upon such
matters.

d. Cooley Godward LLP shall have furnished to the Representatives such
counsel's written opinion, as counsel to the Company, addressed to the
Underwriters and dated the Closing Date, in form and substance reasonably
satisfactory to the Representatives, to the effect that:

(i) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of Delaware, and to such
counsel's knowledge is duly qualified as a foreign corporation to do business
and is in good standing as a foreign corporation in each jurisdiction in which
its ownership or lease of property or the conduct of its businesses requires
such qualification, and has all corporate power and authority necessary to own
or hold its properties and to conduct the businesses in which it is engaged,
except where the

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<PAGE> 16

failure to so qualify or have such power or authority would not have, singularly
or in the aggregate, a Material Adverse Effect.

(ii) The Company has an authorized capitalization as set forth in
the Prospectus, and all of the shares of Stock have been duly and validly
authorized and issued, and are fully paid and non-assessable and conform to the
description thereof contained in the Prospectus under the caption "Description
of Capital Stock."

(iii) There are no preemptive or other rights to subscribe for or to
purchase, nor any restriction upon the voting or transfer of, any shares of the
Stock pursuant to the Company's certificate of incorporation or by-laws or any
agreement or other instrument filed as an exhibit to the Registration Statement
or the Company's Form 10-K incorporated by reference therein (each, a "Material
Agreement").

(iv) This Agreement has been duly authorized, executed and delivered
by the Company.

(v) The execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby will not conflict with
or result in a breach or violation of any of the terms or provisions of, or
constitute a default under any Material Agreement, nor will such actions result
in any violation of the certificate of incorporation or by-laws of the Company
or to such counsel's knowledge any statute, rule or regulation (except for the
securities or Blue sky laws of the various states or the Bylaws and rules of the
NASD, as to which such counsel expresses no opinion) or any order entered
against the Company of any court having jurisdiction over the Company or any of
its properties or assets.

(vi) Except for the registration of the Stock under the Securities
Act and such consents, approvals, authorizations, registrations or
qualifications as may be required under the Exchange Act, applicable state
securities laws or the NASD in connection with the purchase and distribution of
the Stock by the Underwriters, no consent, approval, authorization or order of,
or filing or registration with, any such court or governmental agency or body is
required for the execution, delivery and performance of this Agreement by the
Company and the consummation of the transactions contemplated hereby.

(vii) The descriptions in the Registration Statement and Prospectus
of statutes, legal or governmental proceedings and contracts and other documents
under the captions "Risk Factors--Risks Related to this Offering--We have
implemented certain anti-takeover provisions that may prevent or delay an
acquisition of Verity that might be beneficial to our stockholders," "Certain
Transactions," and "Description of Capital Stock," fairly summarize such items
to the extent required under the Securities Act and the Rules and Regulations to
be described therein; and to the best of such counsel's knowledge, there are no
legal or governmental proceedings required to be described in the Registration
Statement or Prospectus which are not described as required, or any contracts or
other documents required to be filed as exhibits to the Registration Statement
which are not filed as required.

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<PAGE> 17

(viii) The Registration Statement was declared effective under the
Securities Act, the Prospectus was filed with the Commission pursuant to the
subparagraph of Rule 424(b) of the Rules and Regulations and no stop order
suspending the effectiveness of the Registration Statement has been issued and,
to the knowledge of such counsel, no proceeding for that purpose is pending or
threatened by the Commission.

(ix) The Registration Statement, as of its effective date, and the
Prospectus, as of its date, complied as to form in all material respects with
the requirements of the Securities Act and the Rules and Regulations (except for
the financial statements, related schedules, other financial information and
statistical information derived therefrom included in the Registration Statement
and Prospectus, as to which such counsel need express no opinion), and the
documents incorporated by reference in the Prospectus (except for the financial
statements, related schedules, other financial information and statistical
information derived therefrom included in the Registration Statement and
Prospectus, as to which such counsel need express no opinion), when they became
effective or were filed with the Commission complied as to form in all material
respects with the requirements of the Exchange Act and rules and regulations of
the Commission thereunder.

(x) To the best of such counsel's knowledge, no person or entity has
the right to require registration of shares of Common Stock or other securities
of the Company because of the filing or effectiveness of the Registration
Statement or otherwise, except for persons and entities who have expressly
waived such right or who have been given proper notice and have failed to
exercise such right within the time or times required under the terms and
conditions of such right.

(xi) The Company is not an "investment company" within the meaning
of the Investment Company Act and the rules and regulations of the Commission
thereunder.

(xii) This Agreement has been duly executed and delivered by or on
behalf of each Selling Stockholder.

(xiii) A Power-of-Attorney and a Custody Agreement have been duly
executed and delivered by each Selling Stockholder and constitute valid and
binding agreements of each Selling Stockholder, enforceable in accordance with
their terms, except as enforceability might have been limited by general
equitable principles, bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and subject to general equity
principles and to limitations on availability of equitable relief, and except as
to those provisions relating to indemnity or contribution as to which such
counsel expresses no opinion.

(xiv) Upon payment for, and registration of transfer of, the shares
of Stock to be sold by each Selling Stockholder under this Agreement in
accordance with the terms thereof, such shares will have been transferred to the
Underwriters free and clear of any adverse claims, assuming the Underwriters
have purchased such Stock in good faith and without notice of any adverse
claims.

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<PAGE> 18

Such counsel shall also have furnished to the Representatives a written
statement, addressed to the Underwriters and dated the Closing Date, in form and
substance satisfactory to the Representatives, to the effect that (x) such
counsel has acted as counsel to the Company in connection with the preparation
of the Registration Statements and (y) based on such counsel's examination of
the Registration Statements and conferences with certain officers and with
auditors for and counsel to the Company, nothing has come to such counsel's
knowledge that would lead such counsel to believe that the Registration
Statements, as of the respective effective dates, contained any untrue statement
of a material fact or omitted to state any material fact required to be stated
therein or necessary in order to make the statements therein not misleading, or
that the Prospectus contains any untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading; it being understood that such counsel need express no
opinion as to the financial statements or other financial data contained in the
Registration Statement or the Prospectus.

The foregoing opinion and statement may be qualified by a statement to
the effect that such counsel has not independently verified the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectus and takes no responsibility therefor except to the
extent set forth in the opinion described in clause (vii) above.

e. The Representatives shall have received from Brobeck, Phleger &
Harrison LLP, counsel for the Underwriters, such opinion or opinions, dated the
Closing Date, with respect to such matters as the Underwriters may reasonably
require, and the Company and the Selling Stockholders shall have furnished to
such counsel such documents as they reasonably request for enabling them to pass
upon such matters.

f. At the time of the execution of this Agreement, the Representatives
shall have received from PricewaterhouseCoopers LLP a letter, addressed to the
Underwriters and dated such date, in form and substance reasonably satisfactory
to the Representatives (i) confirming that they are independent certified public
accountants with respect to the Company and its subsidiaries within the meaning
of the Securities Act and the Rules and Regulations and (ii) stating the
conclusions and findings of such firm with respect to the financial statements
and certain financial information contained or incorporated by reference in the
Prospectus.

g. On the Closing Date, the Representatives shall have received a
letter (the "bring-down letter") from PricewaterhouseCoopers LLP addressed to
the Underwriters and dated the Closing Date confirming, as of the date of the
bring-down letter (or, with respect to matters involving changes or developments
since the respective dates as of which specified financial information is given
in the Prospectus as of a date not more than three business days prior to the
date of the bring-down letter), the conclusions and findings of such firm with
respect to the financial information and other matters covered by its letter
delivered to the Representatives concurrently with the execution of this
Agreement pursuant to Section 6(g).

h. The Company shall have furnished to the Representatives a
certificate, dated the Closing Date, of its Chairman of the Board, its President
or a Vice President and its chief

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<PAGE> 19

financial officer stating on behalf of the Company that (i) such officers have
carefully examined the Registration Statements and the Prospectus and, in their
opinion, the Registration Statements as of their respective effective dates and
the Prospectus, as of its date, did not include any untrue statement of a
material fact and did not omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) since
the effective date of the Initial Registration Statement no event has occurred
which should have been set forth in a supplement or amendment to the
Registration Statements or the Prospectus, (iii) to the best of their knowledge
after reasonable investigation, as of the Closing Date, the representations and
warranties of the Company in this Agreement are true and correct and the Company
has complied with all agreements and satisfied all conditions on its part to be
performed or satisfied hereunder at or prior to the Closing Date, and (iv)
subsequent to the date of the most recent financial statements included or
incorporated by reference in the Prospectus, there has been no material adverse
change in the financial position or results of operation of the Company and its
subsidiaries, or any material change, or any development including a prospective
material change, in or affecting the condition (financial or otherwise), results
of operations or business of the Company and its subsidiaries taken as a whole,
except as set forth in the Prospectus.

i. Each Selling Stockholder (or the Custodian or one or more
attorneys-in-fact on behalf of the Selling Stockholders) shall have furnished to
the Representatives on the Closing Date a certificate, dated the such date,
signed by, or on behalf of, the Selling Stockholder stating that the
representations, warranties and agreements of the Selling Stockholder contained
herein are true and correct as of the Closing Date and that the Selling
Stockholder has complied with all agreements contained herein to be performed by
the Selling Stockholder at or prior to the Closing Date.

j. The Company and its subsidiaries taken as a whole shall not have
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any material loss or interference
with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth or contemplated in the Prospectus
(ii) since such date there shall not have been any material change in the
capital stock or long-term debt of the Company or any of its subsidiaries or any
material change, or any development involving a prospective material change, in
or affecting the business, general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries taken as a whole, otherwise than as set forth or contemplated in
the Prospectus, the effect of which, in any such case described in clause (i) or
(ii), is, in the judgment of the Representatives, so material and adverse as to
make it impracticable or inadvisable to proceed with the sale or delivery of the
Stock on the terms and in the manner contemplated in the Prospectus.

k. No action shall have been taken and no statute, rule, regulation or
order shall have been enacted, adopted or issued by any governmental agency or
body which would, as of the Closing Date, prevent the issuance or sale of the
Stock; and no injunction, restraining order or order of any other nature by any
federal or state court of competent jurisdiction shall have been issued as of
the Closing Date which would prevent the issuance or sale of the Stock.

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<PAGE> 20

l. Subsequent to the execution and delivery of this Agreement there
shall not have occurred any of the following: (i) trading in securities
generally on the New York Stock Exchange or the American Stock Exchange or in
the over-the-counter market, or trading in any securities of the Company on any
exchange or in the over-the-counter market, shall have been suspended or minimum
prices shall have been established on any such exchange or such market by the
Commission, by such exchange or by any other regulatory body or governmental
authority having jurisdiction, (ii) a banking moratorium shall have been
declared by Federal or state authorities, (iii) the United States shall have
become engaged in hostilities, there shall have been an escalation in
hostilities involving the United States or there shall have been a declaration
of a national emergency or war by the United States or (iv) there shall have
occurred such a material adverse change in general economic, political or
financial conditions (or the effect of international conditions on the financial
markets in the United States shall be such), in each case (i) through (iv) as to
make it, in the reasonable judgment of the Representatives, impracticable or
inadvisable to proceed with the sale or delivery of the Stock on the terms and
in the manner contemplated in the Prospectus.

m. The National Market System shall have approved the Stock for
inclusion, subject only to official notice of issuance.

n. SG Cowen shall have received the written agreements, substantially
in the form of Exhibit I hereto, of the officers, directors and shareholders of
the Company listed in Schedule C to this Agreement.

o. All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Underwriters.

7. INDEMNIFICATION AND CONTRIBUTION.

a. The Company shall indemnify and hold harmless each Underwriter, its
officers, employees, representatives and agents and each person, if any, who
controls any Underwriter within the meaning of the Securities Act (collectively
the "Underwriter Indemnified Parties" and each an "Underwriter Indemnified
Party") against any loss, claim, damage or liability, joint or several, or any
action in respect thereof, to which that Underwriter Indemnified Party may
become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of or is based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in the
Preliminary Prospectus , either of the Registration Statements or the Prospectus
or in any amendment or supplement thereto or (ii) the omission or alleged
omission to state in any Preliminary Prospectus, either of the Registration
Statements or the Prospectus or in any amendment or supplement thereto a
material fact required to be stated therein or necessary to make the statements
therein not misleading and shall reimburse each Underwriter Indemnified Party on
a quarterly basis for any legal or other expenses reasonably incurred by that
Underwriter Indemnified Party in connection with investigating or preparing to
defend or defending against or appearing as a third party witness in connection
with any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the

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<PAGE> 21

Company shall not be liable in any such case to the extent that any such loss,
claim, damage, liability or action arises out of or is based upon (i) an untrue
statement or alleged untrue statement in or omission or alleged omission from
the Preliminary Prospectus, either of the Registration Statements or the
Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company through the
Representatives by or on behalf of any Underwriter specifically for use therein,
which information the parties hereto agree is limited to the Underwriter's
Information (as defined in Section 16); and provided further that the Company
shall not be liable in any such case with respect to any Preliminary Prospectus
if at or prior to the written confirmation of the sale of such Stock a copy of
the Prospectus (or the Prospectus as amended or supplemented) was not sent or
delivered to such person making the claim and the untrue statement or omission
of a material fact contained in such Preliminary Prospectus was corrected in the
Prospectus (or the Prospectus as amended or supplemented). This indemnity
agreement is not exclusive and will be in addition to any liability which the
Company might otherwise have and shall not limit any rights or remedies which
may otherwise be available at law or in equity to each Underwriter Indemnified
Party.

b. Subject to Section 7(g) below, the Selling Stockholders (including
the Selling Officers), severally and not jointly, shall indemnify and hold
harmless each Underwriter Indemnified Party, against any loss, claim, damage or
liability, joint or several, or any action in respect thereof, to which that
Underwriter Indemnified Party may become subject, under the Securities Act or
otherwise, to the extent that such loss, claim, damage, liability or action
arises out of or is based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in the Preliminary Prospectus, either of
the Registration Statements or the Prospectus or in any amendment or supplement
thereto or (ii) the omission or alleged omission to state in any Preliminary
Prospectus, either of the Registration Statements or the Prospectus or in any
amendment or supplement thereto a material fact required to be stated therein or
necessary to make the statements therein not misleading and shall reimburse each
Underwriter Indemnified Party on a quarterly basis for any legal or other
expenses reasonably incurred by that Underwriter Indemnified Party in connection
with investigating or preparing to defend or defending against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that the obligations
of each Selling Stockholder (including the Selling Officers) under this Section
7 shall only apply with respect to any such untrue statement or alleged untrue
statement or omission or alleged omission that relates directly to (and only to
the extent it relates directly to) (A) information pertaining to such Selling
Stockholder furnished by or on behalf of such Selling Stockholder expressly for
use in any Preliminary Prospectus or the Registration Statement or the
Prospectus or any such amendment thereof or supplement thereto or (B) facts that
would constitute a breach of any representation or warranty of such Selling
Stockholder set forth in Section 2(I) (if a Selling Officer) or Section 2(II);
provided further that the Selling Stockholders (including the Selling Officers)
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or action arises out of or is based upon an untrue statement
or alleged untrue statement in or omission or alleged omission from the
Preliminary Prospectus, the Registration Statement or the Prospectus or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company through the Representatives by or on behalf
of any Underwriter specifically for use therein, which information the parties
hereto agree is limited to

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<PAGE> 22

the Underwriter's Information; and provided further that the Selling
Stockholders (including the Selling Officers) shall not be liable in any such
case with respect to any Preliminary Prospectus if at or prior to the written
confirmation of the sale of such Stock a copy of the Prospectus (or the
Prospectus as amended or supplemented) was not sent or delivered to such person
making the claim and the untrue statement or omission of a material fact
contained in such Preliminary Prospectus was corrected in the Prospectus (or the
Prospectus as amended or supplemented). Subject to Section 7(g) below, this
indemnity agreement is not exclusive and will be in addition to any liability
which the Selling Stockholders (including the Selling Officers) might otherwise
have and shall not limit any rights or remedies which may otherwise be available
at law or in equity to each Underwriter Indemnified Party.

c. Each Underwriter, severally and not jointly, shall indemnify and
hold harmless the Company its officers, employees, representatives and agents,
each of its directors and each person, if any, who controls the Company within
the meaning of the Securities Act (collectively the "Company Indemnified
Parties" and each a "Company Indemnified Party") and the Selling Stockholders,
their respective officers, employees, representatives and agents and each
person, if any, who controls the Selling Stockholders within the meaning of the
Securities Act (collectively, the "Stockholder Indemnified Parties" and each a
"Stockholder Indemnified Party"), against any loss, claim, damage or liability,
joint or several, or any action in respect thereof, to which the Company
Indemnified Parties or the Selling Stockholder Indemnified Parties may become
subject, under the Securities Act or otherwise, insofar as such loss, claim,
damage, liability or action arises out of or is based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in the
Preliminary Prospectus, either of the Registration Statements or the Prospectus
or in any amendment or supplement thereto or (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but in each case only
to the extent that the untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information furnished to the Company through the Representatives by or on behalf
of that Underwriter specifically for use therein, and shall reimburse the
Company Indemnified Parties and the Selling Stockholder Indemnified Parties on a
quarterly basis for any legal or other expenses reasonably incurred by such
parties in connection with investigating or preparing to defend or defending
against or appearing as third party witness in connection with any such loss,
claim, damage, liability or action as such expenses are incurred; provided that
the parties hereto hereby agree that such written information provided by the
Underwriters consists solely of the Underwriter's Information. This indemnity
agreement is not exclusive and will be in addition to any liability which the
Underwriters might otherwise have and shall not limit any rights or remedies
which may otherwise be available at law or in equity to the Company Indemnified
Parties and Selling Stockholder Indemnified Parties.

d. Promptly after receipt by an indemnified party under this Section 7
of notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 7, notify the indemnifying party in writing of the
claim or the commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability

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<PAGE> 23

which it may have under this Section 7 except to the extent it has been
materially prejudiced by such failure; and, provided, further, that the failure
to notify the indemnifying party shall not relieve it from any liability which
it may have to an indemnified party otherwise than under this Section 7. If any
such claim or action shall be brought against an indemnified party, and it shall
notify the indemnifying party thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
any indemnified party shall have the right to employ separate counsel in any
such action and to participate in the defense thereof but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
employment thereof has been specifically authorized by the indemnifying party in
writing, (ii) such indemnified party shall have been advised by such counsel
that there may be one or more legal defenses available to it which are different
from or additional to those available to the indemnifying party and in the
reasonable judgment of such counsel it is advisable for such indemnified party
to employ separate counsel or (iii) the indemnifying party has failed to assume
the defense of such action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party,
it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys at any time for all such indemnified
parties, which firm shall be designated in writing by SG Cowen, if the
indemnified parties under this Section 7 consist of any Underwriter Indemnified
Party, or by the Company if the indemnified parties under this Section 7 consist
of any Company Indemnified Parties or Stockholder Indemnified Parties. Each
indemnified party, as a condition of the indemnity agreements contained in
Sections 7(a), 7(b) and 7(c), shall use all reasonable efforts to cooperate with
the indemnifying party in the defense of any such action or claim. Subject to
the provisions of Section 7(e) below, no indemnifying party shall be liable for
any settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment.

e. If the indemnification provided for in this Section 7 is unavailable
or insufficient to hold harmless an indemnified party under Section 7(a) or,
7(b) or 7(c), then (subject to Section 7(g) below) each indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim,
damage or liability, or action in respect thereof, (i) in such proportion as
shall be appropriate to reflect the relative benefits received by the Company
and the Selling Stockholders

23
<PAGE> 24

on the one hand and the Underwriters on the other from the offering of the
Stock, or if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company and the Selling Stockholders on the one hand and the Underwriters on
the other with respect to the statements or omissions which resulted in such
loss, claim, damage or liability, or action in respect thereof, as well as any
other relevant equitable considerations. The relative benefits received by the
Company and the Selling Stockholders on the one hand and the Underwriters on the
other with respect to such offering shall be deemed to be in the same proportion
as the total net proceeds from the offering of the Stock purchased under this
Agreement (before deducting expenses) received by the Company and the Selling
Stockholders bear to the total underwriting discounts and commissions received
by the Underwriters with respect to the Stock purchased under this Agreement, in
each case as set forth in the table on the cover page of the Prospectus. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company and the Selling Stockholders on the one hand or the Underwriters on the
other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission; provided that the parties hereto agree that the written information
furnished to the Company through the Representatives by or on behalf of the
Underwriters for use in any Preliminary Prospectus, either of the Registration
Statements or the Prospectus consists solely of the Underwriter's Information.
The Company, the Selling Stockholders and the Underwriters agree that it would
not be just and equitable if contributions pursuant to this Section 7(e) were to
be determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which does not
take into account the equitable considerations referred to herein. The amount
paid or payable by an indemnified party as a result of the loss, claim, damage
or liability, or action in respect thereof, referred to above in this Section
7(e) shall be deemed to include, for purposes of this Section 7(e), any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7(e), no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the Stock
underwritten by it and distributed to the public were offered to the public less
the amount of any damages which such Underwriter has otherwise paid or become
liable to pay by reason of any untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

f. The Underwriters' obligations to contribute as provided in this
Section 7(e) are several in proportion to their respective underwriting
obligations and not joint.

g. The aggregate liability of each of the Selling Stockholders
(including the Selling Officers) under the indemnity, contribution and
reimbursement agreements contained in the provisions of this Section 7 and under
the representations and warranties contained in Section 2(I) hereof (for the
Selling Officers) and Section 2(II) hereof for the Selling Stockholders (whether
or not a Selling Officer) shall be limited to an amount equal to the respective
proceeds

24
<PAGE> 25

received by such Selling Stockholder (whether or not a Selling Officer) from the
sale to the Underwriters of his Stock in the public offering. In addition, no
Selling Stockholder (including no Selling Officer) shall be liable under the
indemnity, contribution and reimbursement agreements of this Section 7 unless
and until the Underwriters have made written demand on the Company for payment
under such Section which shall not have been paid by the Company within 60 days
after receipt of such demand. The Company, the Selling Stockholders (including
the Selling Officers) may agree, as among themselves and without limiting the
rights of the Underwriters under this Agreement, as to the respective amounts of
such liability for which they each shall be responsible.

8. TERMINATION. The obligations of the Underwriters hereunder may be
terminated by SG Cowen by notice given to and received by the Company and the
Selling Stockholders prior to delivery of and payment for Firm Stock if, prior
to that time, the Underwriters shall decline to purchase the Stock for any
reason permitted under this Agreement.

9. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If (a) this Agreement shall
have been terminated pursuant to Section 8 or 10, or (b) due to the failure of
the Company or any Selling Stockholder to perform its obligations under this
Agreement, the Company shall reimburse the Underwriters for the fees and
expenses of their counsel and for such other out-of-pocket expenses as shall
have been reasonably incurred by them in connection with this Agreement and the
proposed purchase of the Stock, and upon demand, the Company shall pay the full
amount thereof to the SG Cowen. If this Agreement is terminated pursuant to
Section 10 by reason of the default of one or more Underwriters, the Company
shall not be obligated to reimburse any defaulting Underwriter on account of
those expenses.

10. SUBSTITUTION OF UNDERWRITERS

a. If any Underwriter or Underwriters shall default in its or their
obligations to purchase shares of Stock hereunder and the aggregate number of
shares which such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed ten percent (10%) of the total number of shares
underwritten, the other Underwriters shall be obligated severally, in proportion
to their respective commitments hereunder, to purchase the shares which such
defaulting Underwriter or Underwriters agreed but failed to purchase. If any
Underwriter or Underwriters shall so default and the aggregate number of shares
with respect to which such default or defaults occur is more than ten percent
(10%) of the total number of shares underwritten and arrangements satisfactory
to the Representatives and the Company for the purchase of such shares by other
persons are not made within forty-eight (48) hours after such default, this
Agreement shall terminate.

b. If the remaining Underwriters or substituted Underwriters are
required hereby or agree to take up all or part of the shares of Stock of a
defaulting Underwriter or Underwriters as provided in this Section 10, (i) the
Company and the Selling Stockholders shall have the right to postpone the
Closing Dates for a period of not more than five (5) full business days in order
that the Company and the Selling Stockholders may effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus, or in
any other documents or

25
<PAGE> 26

arrangements, and the Company agrees promptly to file any amendments to the
Registration Statement or supplements to the Prospectus which may thereby be
made necessary, and (ii) the respective numbers of shares to be purchased by the
remaining Underwriters or substituted Underwriters shall be taken as the basis
of their underwriting obligation for all purposes of this Agreement. Nothing
herein contained shall relieve any defaulting Underwriter of its liability to
the Company, the Selling Stockholders or the other Underwriters for damages
occasioned by its default hereunder. Any termination of this Agreement pursuant
to this Section 10 shall be without liability on the part of any non-defaulting
Underwriter, the Selling Stockholders or the Company, except expenses to be paid
or reimbursed pursuant to Sections 5 and 9 and except the provisions of Section
7 shall not terminate and shall remain in effect.

11. SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement
shall inure to the benefit of and be binding upon the several Underwriters, the
Company and the Selling Stockholders and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person other than the persons mentioned in the preceding sentence any
legal or equitable right, remedy or claim under or in respect of this Agreement,
or any provisions herein contained, this Agreement and all conditions and
provisions hereof being intended to be and being for the sole and exclusive
benefit of such persons and for the benefit of no other person; except that the
representations, warranties, covenants, agreements and indemnities of the
Company and the Selling Stockholders contained in this Agreement shall also be
for the benefit of the Underwriter Indemnified Parties, and the indemnities of
the several Underwriters shall also be for the benefit of the Company
Indemnified Parties and the Selling Stockholder Indemnified Parties.

12. SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The
respective indemnities, covenants, agreements, representations, warranties and
other statements of the Company, the Selling Stockholders and the several
Underwriters, as set forth in this Agreement or made by them respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless of
any investigation made by or on behalf of any Underwriter, the Selling
Stockholders, the Company or any person controlling any of them and shall
survive delivery of and payment for the Stock.

13. NOTICES. All statements, requests, notices and agreements hereunder
shall be in writing, and:

a. if to the Underwriters, shall be delivered or sent by mail, telex or
facsimile transmission to SG Securities Corporation, Attention: Bill Buchanan
(Fax: (212) 425-5801) and copies to Jorge Pedreira (Fax: (212) 278-7995);

b. if to the Company shall be delivered or sent by mail, telex or
facsimile transmission to Verity, Inc., Attention: Gary Sbona (Fax: (408)
542-4598);

c. if to any Selling Stockholders, shall be delivered or sent by mail,
telex or facsimile transmission to such Selling Stockholder at the address set
forth on Schedule B hereto; provided, however, that any notice to an Underwriter
pursuant to Section 7 shall be delivered or sent by

26
<PAGE> 27

mail, telex or facsimile transmission to such Underwriter at its address set
forth in its acceptance telex to the Representatives, which address will be
supplied to any other party hereto by the Representatives upon request. Any such
statements, requests, notices or agreements shall take effect at the time of
receipt thereof.

14. DEFINITION OF CERTAIN TERMS. For purposes of this Agreement, (a)
"business day" means any day on which the New York Stock Exchange, Inc. is open
for trading and (b) "subsidiary" has the meaning set forth in Rule 405 of the
Rules and Regulations.

15. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

16. UNDERWRITERS' INFORMATION. The parties hereto acknowledge and agree
that, for all purposes of this Agreement, the Underwriters' Information consists
solely of the following information in the Prospectus: (i) the last paragraph on
the front cover page concerning the terms of the offering by the Underwriters;
and (ii) the statements and information contained in the first paragraph, the
table following the first paragraph and the second, third, seventh and eighth
paragraphs under the heading "Underwriting."

17. AUTHORITY OF THE REPRESENTATIVES. In connection with this Agreement,
you will act for and on behalf of the several Underwriters, and any action taken
under this Agreement by the Representatives will be binding on all the
Underwriters; and any action taken under this Agreement by any of the
Attorneys-in-fact will be binding on all the Selling Stockholders.

18. PARTIAL UNENFORCEABILITY. The invalidity or unenforceability of any
Section, paragraph or provision of this Agreement shall not affect the validity
or enforceability of any other Section, paragraph or provision hereof. If any
Section, paragraph or provision of this Agreement is for any reason determined
to be invalid or unenforceable, there shall be deemed to be made such minor
changes (and only such minor changes) as are necessary to make it valid and
enforceable.

19. GENERAL. This Agreement constitutes the entire agreement of the parties
to this Agreement and supersedes all prior written or oral and all
contemporaneous oral agreements, understandings and negotiations with respect to
the subject matter hereof. In this Agreement, the masculine, feminine and neuter
genders and the singular and the plural include one another. The section
headings in this Agreement are for the convenience of the parties only and will
not affect the construction or interpretation of this Agreement. This Agreement
may be amended or modified, and the observance of any term of this Agreement may
be waived, only by a writing signed by the Company, the Selling Stockholders and
the Representatives.

20. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

Any person executing and delivering this Agreement as Attorney-in-fact
for the Selling Stockholders represents by so doing that he or she has been duly
appointed as Attorney-in-fact

27
<PAGE> 28

by such Selling Stockholder pursuant to a validly existing and binding Power of
Attorney which authorizes such Attorney-in-fact to take such action.

<PAGE> 29

If the foregoing is in accordance with your understanding of the
agreement between the Company, the Selling Stockholders and the several
Underwriters, kindly indicate your acceptance in the space provided for that
purpose below.

Very truly yours,

VERITY, INC.

By:________________________________________
Name:
Title:

SELLING STOCKHOLDERS
LISTED IN SCHEDULE B

By: [Attorney-in-fact]

By:________________________________________
[Attorney-in-fact]
Acting on their own behalf and on behalf
of the Selling Stockholders listed in
Schedule B.

Accepted as of the date first above written:

SG COWEN SECURITIES CORPORATION
BANC OF AMERICA SECURITIES LLC
DAIN RAUSCHER WESSELS
SOUNDVIEW TECHNOLOGY GROUP, INC.
Acting on their own behalf and as
Representatives of several Underwriters
referred to in the foregoing Agreement.

By: SG COWEN SECURITIES CORPORATION

By:________________________________________
Name:
Title:

<PAGE> 30

SCHEDULE A

<TABLE>
<CAPTION>
Number of Firm Number of
Shares to be Optional Shares
Name Purchased to be Purchased
- ---- -------------- ---------------
<S> <C> <C>
SG Cowen Securities Corporation __________ __________

Banc of America Securities LLC

Dain Rauscher Wessels

SoundView Technology Group, Inc.
---------- ----------
Total
========== ==========
</TABLE>

30
<PAGE> 31

SCHEDULE B

<TABLE>
<CAPTION>
Number of
Number of Optional
Firm Shares to Shares to
Selling Stockholders be Sold be Sold
- -------------------- -------------- ---------
<S> <C> <C>
Sbona, Gary J.

Bettencourt, Anthony

Njemanze, Hugh

Weissman, Ronald

Ticehurst, James E.

MacDonald, Stephen

Yamami, Todd

Krausz, Steven

Waite, Charles

Moore, Timothy J.
-------------- ---------
Total
============== =========
</TABLE>

<PAGE> 32

SCHEDULE C

List of officers, directors and shareholders subject to Section 4(g)

Gary J. Sbona
Stephen W. Young
James E. Ticehurst
Anthony J. Bettencourt
James A. Garvey
Hugh S. Njemanze
Ronald F.E. Weissman
Thomas E. Gardner
Todd K. Yamami
Steven M. Krausz
Stephen A. MacDonald
Charles P. Waite, Jr.
Tim J. Moore

<PAGE> 33

EXHIBIT I

Lock-Up Agreement

<PAGE> 1
EXHIBIT 5.1

[COOLEY GODWARD LLP LETTERHEAD]

August 2, 1999

Verity, Inc.
894 Ross Drive
Sunnyvale, CA 94089

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by Verity, Inc., a Delaware corporation (the "Company"), of a
Registration Statement on Form S-3, as amended, (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission") covering the
underwritten public offering of up to 2,041,250 shares of the Company's common
stock (the "Common Stock") (including 266,250 shares of Common Stock for which
the underwriters will be granted an over-allotment option).

In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Certificate of
Incorporation and Bylaws, as amended, and the originals or copies certified to
our satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below; (ii) assumed that the shares of the Common
Stock will be sold by the underwriters at a price established by the Pricing
Committee of the Board of Directors of the Company; and (iii) assumed that the
Company will have received the exercise price for any shares of Common Stock to
be sold by Selling Stockholders pursuant to the cash exercise of stock options.
We have also assumed the genuineness and authenticity of all documents submitted
to us as originals, the conformity to originals of all documents submitted to us
as copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold, issued and paid for in accordance with the
Registration Statement and related Prospectus, will be validly issued, fully
paid and nonassessable.

We consent to the reference to our firm under the caption "Legal Matters" in the
prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.

Very truly yours,

COOLEY GODWARD LLP

By: /s/ Brett D. White
----------------------------
Brett D. White, Esq.

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Amendment No. 2 to Registration
Statement on Form S-3 of our report dated June 17, 1999, except for note 14, as
to which the date is July 8, 1999, relating to the financial statements and
financial statement schedule of Verity, Inc. which appears in such Registration
Statement. We also consent to the references to us under the headings "Experts"
and "Selected Consolidated Financial Data" in such Registration Statement.

PricewaterhouseCoopers LLP

San Jose, California

August 2, 1999