-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TpqgYY4zvFW0GDWeue5aHLIrJgkwx/+jkRO9wg7mpHZMbS9uU8pW2q8Imd5kUyrs BiwPjSsC8W6t1Z5TGy79mg== 0001012870-00-003027.txt : 20000523 0001012870-00-003027.hdr.sgml : 20000523 ACCESSION NUMBER: 0001012870-00-003027 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000522 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VERITAS SOFTWARE CORP /DE/ CENTRAL INDEX KEY: 0001084408 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770507675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58249 FILM NUMBER: 641596 BUSINESS ADDRESS: STREET 1: 1600 PLYMOUTH STREET CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6503358000 MAIL ADDRESS: STREET 1: 1600 PLYMOUTH ST CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: VERITAS HOLDING CORP DATE OF NAME CHANGE: 19990416 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEAGATE TECHNOLOGY INC CENTRAL INDEX KEY: 0000354952 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 942612933 STATE OF INCORPORATION: DE FISCAL YEAR END: 0628 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 920 DISC DR CITY: SCOTTS VALLEY STATE: CA ZIP: 95066 BUSINESS PHONE: 8314386550 MAIL ADDRESS: STREET 1: 920 DISC DRIVE CITY: SCOTTS VALLEY STATE: CA ZIP: 95066 SC 13D 1 SCHEDULE 13-D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 VERITAS SOFTWARE CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 923436 (CUSIP Number) Charles C. Pope Executive Vice President and Chief Financial Officer Seagate Technology, Inc. 920 Disc Drive Scotts Valley, California 95066 (831) 438-6550 Copies to: Chris F. Fennell, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 28, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13-1(e), 240.13d-(f) or 240.13d-1(g), check the following box [_]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Seagate Technology, Inc. I.R.S. Identification No.: 94-2612933 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) N/A - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- NUMBER 7 SOLE VOTING POWER OF SHARES +155,583,468 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER +155,583,468 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON +155,583,468 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! +AS ADJUSTED FOR STOCK SPLITS SINCE MAY 28, 1999. SCHEDULE 13D -2- ITEM 1. SECURITY AND ISSUER. The class of equity Securities to which this Statement on Schedule 13D relates is the common stock (the "Common Stock") of VERITAS Software Corporation, a Delaware corporation formerly named VERITAS Holding Corporation ("New VERITAS"). The principal executive officers of New VERITAS can be contacted at 1600 Plymouth Street, Mountain View, California 94043. ITEM 2. IDENTITY AND BACKGROUND. This Statement on Schedule 13D is being filed by Seagate Technology, Inc., a Delaware corporation ("Seagate"). Seagate's principal business is the design, manufacture and sale of rigid magnetic disc drives for use in computer systems. Seagate's principal executive offices are located at 920 Disc Drive, Scotts Valley, California 95066 and its telephone number at that location is (831) 438- 6550. The directors and executive officers of Seagate are set forth on Schedule I hereto. Schedule I sets forth the following information with respect to each such person: (a) Name; (b) Business Address (or residence where indicated); (c) Present principal occupation or employment and the name, principal business and address of any corporation or organization in which such employment is conducted. During the last five years, neither Seagate nor any person named in Schedule I attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. All directors and executive officers of Seagate are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. This Statement on Schedule 13D relates to Seagate's acquisition of 155,583,468 shares of Common Stock of New VERITAS (the "Shares") (as appropriately adjusted for stock splits since the date of acquisition of the Shares). The Shares were acquired by Seagate through the sale of the Network & Storage Management Group business unit ("NSMG") of Seagate's majority-owned subsidiary Seagate Software, Inc., a Delaware corporation ("Seagate Software") to VERITAS Operating Corporation, a Delaware corporation ("VERITAS"). The sale of NSMG was completed through a combination of NSMG with VERITAS to form a new corporation, VERITAS Software Corporation ("New VERITAS") (the "Merger") pursuant to an Agreement and Plan of Reorganization among VERITAS, New VERITAS, Seagate, Seagate Software and NSMG (the "Plan of Reorganization"). New VERITAS issued the Shares to Seagate valued at approximately $3.1 billion and assumed all employee stock options of NSMG. VERITAS shareholders, option holders and holders of convertible debt converted their VERITAS securities on a one-for-one basis for New VERITAS securities and received approximately 58.4% of New VERITAS as of the closing date of the Merger. Seagate SCHEDULE 13D -3- Software owned approximately 41.6% of New VERITAS as of the closing date of the Merger. Effective as of the closing date of the Merger, employees of NSMG became employees of New VERITAS and ceased to be employees of Seagate Software or Seagate. New VERITAS common stock currently trades on the Nasdaq National Market. Stephen J. Luczo, President, Chief Executive Officer and a member of the board of directors of Seagate, has been granted options (the "Luczo Options") to purchase 112,500 shares of New VERITAS common stock pursuant to the terms of the New VERITAS 1993 Directors Stock Option Plan (the "New VERITAS Directors Plan"). The terms of the Luczo Options are discussed below in Item 6. Seagate may be deemed to share power to vote or direct the voting and power to dispose or direct the disposition of the shares of New VERITAS common stock issuable upon exercise of the Luczo Options. In addition, Gregory Kerfoot, a nominee of Seagate to the New VERITAS Board, has been granted options (the "Kerfoot Options") to purchase 106,500 shares of New VERITAS common stock pursuant to the terms of New VERITAS Directors Plan. The terms of the Kerfoot Options are discussed below in Item 6. Seagate may be deemed to share power to vote or direct the voting and power to dispose or direct the disposition of the shares of New VERITAS common stock issuable upon exercise of the Kerfoot Options. References to, and descriptions of, the Merger and the Plan of Reorganization, as set forth in this Schedule 13D are qualified in their entirety by reference to the copy of the Plan of Reorganization filed as an Exhibit to the Form 8-K filed by Seagate Software, Inc. on October 20, 1998 and as amended as set forth in an exhibit to Seagate Software's Form 10-Q/A for the period ended January 1, 1999. References to, and descriptions of, the New VERITAS Directors Plan, as set forth in this Schedule 13D are qualified in their entirety by reference to the copy of the New VERITAS Directors Plan filed as an exhibit to the Form 10-K filed by VERITAS Software Corporation on March 30, 2000. ITEM 4. PURPOSE OF TRANSACTION. (a) - (b) As described in Item 3 above, this statement relates to Seagate's sale of NSMG to VERITAS through a combination of NSMG with VERITAS to form New VERITAS pursuant to the Plan of Reorganization. At the effective time of the Merger, a newly formed, wholly owned subsidiary of New VERITAS was merged with and into VERITAS, with VERITAS being the surviving corporation of such merger, and all outstanding VERITAS securities were converted, on a share for share basis, into New VERITAS securities having identical rights, preferences and privileges, with New VERITAS assuming all outstanding options, warrants, convertible debentures and other rights to purchase shares of capital stock of VERITAS. At the effective time of the Merger, Seagate and Seagate Software contributed all of the outstanding common stock and assets of NSMG in consideration for the issuance by New VERITAS to Seagate Software of the Shares and the offer by New VERITAS to grant to the employees of Seagate and Seagate Software who were holders of options in Seagate Software at the effective time of the Merger, options to purchase New VERITAS Common Stock in exchange for cancellation of their respective options to purchase Common Stock of Seagate Software. (c) Seagate has no plans or proposals which relate to, or may result in any sale or transfer of a material amount of assets of New VERITAS or any of its subsidiaries. (d) Upon the consummation of the Merger, the Board of Directors of New VERITAS consisted of the following individuals who were staggered into three classes, A, B and C, with initial terms ending at New VERITAS' annual meeting of shareholders in 1999, 2000 and 2001, respectively: SCHEDULE 13D -4-
A B C Gregory B. Kerfoot Mark Leslie (Chairman) Stephen J. Luczo Geoffrey Squire Joseph Rizzi Steven Brooks Roel Pieper William Janeway Fred van den Bosch Terence R. Cunnigham (Resigned in August 1999) Upon the consummation of the Merger, the officers of New VERITAS were the following persons: Chief Executive Officer Mark Leslie President and Chief Operating Officer Terence R. Cunningham (Resigned in August 1999) Executive Vice President Geoffrey W. Squire Executive Vice President of Engineering Fred van den Bosch Senior Vice President, Strategic Operations Peter J. Levine Senior Vice President, Finance and Chief Financial Officer Kenneth Lonchar Senior Vice President of Worldwide Sales Paul A. Sallaberry Senior Vice President, Chief Administrative Officer and Secretary Jay A. Jones Vice President, Product Marketing Michael Colemere Vice President, Technical Services Michael Wentz Vice President, Merger Integration David Hallman
(e) - (j) Other than set forth in its Form 8-K dated April 5, 2000, Seagate has no plans or proposals which relate to, or may result in (i) any other change in the present capitalization or dividend policy of New VERITAS; (ii) any other material change in New VERITAS' business or corporate structure; (iii) any changes in New VERITAS' charter, bylaws or other instruments corresponding thereto or any actions which may impede the acquisition of control of New VERITAS by any person; (iv) any delisting from a national securities exchange or any loss of authorization for quotation in an inter-dealer quotation system of a registered national securities association of a class of securities of New VERITAS; (v) any termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, of a class of equity securities of New VERITAS; or (vi) any action similar to any of those enumerated above. Notwithstanding the foregoing, Seagate reserves the right to develop such plans or proposals relating to any of the foregoing. References to, and descriptions of, the Merger and the Plan of Reorganization, as set forth in this Schedule 13D are qualified in their entirety by reference to the copy of the Plan of Reorganization filed as an Exhibit to the Form 8-K filed by Seagate Software, Inc. on October 20, 1998, and, as amended, as set forth in an exhibit to Seagate Software's Form 10-Q/A for the period ended January 1, 1999. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the closing date of the Merger, Seagate beneficially owned 155,583,468 shares of New VERITAS common stock (the "Shares") (as appropriately adjusted for stock splits which have occurred since the closing date of the Merger) which represented approximately 41.6% of New VERITAS' outstanding common stock on May 28, 1999. Seagate has the sole power to vote or direct the voting and the sole power to dispose or direct the disposition of the Shares. SCHEDULE 13D -5- (b) To the knowledge of Seagate, no person listed on Schedule I has an ownership interest in New VERITAS. (c) To the knowledge of Seagate, no transactions in the class of securities reported have been effected during the sixty days ending November 1, 1999 by any person named pursuant to Item 2. (d) To the knowledge of Seagate, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of New VERITAS reported on herein. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As a condition and inducement to Seagate and Seagate Software to enter into the Merger, New VERITAS agreed to assume all of the options to purchase Seagate Software common stock granted to employees of Seagate Software (the "Seagate Software Options"), under the 1996 Stock Option Plan of Seagate Software, as amended, (the "Seagate Software Stock Plan"). Pursuant to the terms of the Plan of Reorganization, the Seagate Software options were convertible into 6,945,048 shares of New VERITAS common stock (as appropriately adjusted for stock splits since the closing date of the Merger). New VERITAS' assumption of the Seagate Software Options did not change the term, exercisability status as an incentive stock option, if applicable, nor any other term of the Seagate Software Options. References to, and descriptions of, the Seagate Software Stock Plan as set forth in this Schedule 13D are qualified in their entirety by reference to the copy of Seagate Software Stock Plan filed as an exhibit to the Form S-8 Registration Statement under the Act filed by New VERITAS on June 2, 1999. Pursuant to the terms of the Registration Rights Agreement by and between New VERITAS and Seagate Software dated May 28, 1999 (the "Registrations Rights Agreement"), Seagate Software is entitled to certain rights with respect to the registration of shares of New VERITAS common stock under the Securities Act of 1933, as amended (the "Securities Act"). Seagate Software's rights with respect to registration apply to the Shares and all shares of New VERITAS Common Stock hereafter acquired by Seagate Software. Under the terms of the Registration Rights Agreement, if New VERITAS proposes to register any of its securities under the Securities Act either for its own account or for the account of other security holders exercising registration rights, Seagate Software is entitled to notice of such registration and is entitled to include shares of New VERITAS common stock therein. At its own expense, Seagate Software may also require New VERITAS to file a registration statement under the Securities Act with respect to its shares of common stock, and New VERITAS is required to use its diligent reasonable efforts to affect such registration. Further, Seagate Software may require New VERITAS to file additional registration statements on Form S-3 at Seagate Software's expense. These registration rights are subject to certain conditions and limitations, among them the right of the underwriters of an offering to limit the number of shares included in such registration in certain circumstances. References to, and descriptions of, the Registration Rights Agreement as set forth in this Schedule 13D are qualified in their entirety by reference to the copy of the Registration Rights Agreement filed as an exhibit to the 8-K filed by VERITAS Software Corporation on June 14, 1999. Pursuant to the terms of the Stockholder Agreement by and between New VERITAS, VERITAS, Seagate and Seagate Software dated May 28, 1999 (the "Stockholder Agreement"), Seagate has been granted certain rights, and is subject to certain obligations, as described below. SCHEDULE 13D -6- Pursuant to the Stockholder Agreement, upon the closing of the Merger, New VERITAS increased the size of its Board of Directors (the "New VERITAS Board") to ten persons and appointed Terence R. Cunningham (who resigned in August 1999) and two designees of Seagate, Stephen J. Luczo and Greg Kerfoot, as members of the New VERITAS Board. Pursuant to the Stockholder Agreement, for so long as Seagate owns at least 15% of the outstanding common stock of New VERITAS, New VERITAS shall nominate and use its reasonable best efforts to elect two candidates to the New VERITAS Board designated by Seagate who are reasonably acceptable to New VERITAS. For so long as Seagate owns at least 5% and not more than 15% of the outstanding common stock of New VERITAS, New VERITAS shall nominate and use its reasonable best efforts to elect one candidate to the New VERITAS Board designated by Seagate who is reasonably acceptable to New VERITAS. All of Seagate's rights and New VERITAS' obligations to nominate and elect Seagate nominees under the Stockholder Agreement shall terminate upon Seagate ceasing to hold at least 5% of the outstanding common stock of New VERITAS. Pursuant to the Stockholder Agreement, for so long as Seagate owns at least 5% of the outstanding common stock of New VERITAS, Seagate shall not sell, transfer or otherwise dispose of any interest of New VERITAS securities for a period of one year following the consummation of the Merger, except Seagate may sell or transfer (i) up to 6,000,000 shares of New VERITAS common stock in a firm underwritten public offering and (ii) up to 2,000,000 shares of New VERITAS common stock in the quarters ending September 1999, December 1999 and March 2000 and (iii) up to 3,000,000 shares of New VERITAS common stock in the quarter ending June 2000. After the first anniversary of the closing date of the Merger, Seagate shall not sell, transfer or otherwise dispose of any interest of New VERITAS securities except in restricted situations. Pursuant to the Stockholder Agreement, for so long as Seagate owns at least 5% of the outstanding common stock of New VERITAS, Seagate shall vote all of its shares of common stock of New VERITAS in the same proportion as the votes cast by other holders of New VERITAS common stock, except that Seagate may vote its shares as it determines upon (i) a change in the fundamental rights of New VERITAS common stock or (ii) a recapitalization in which New VERITAS common stock is converted or exchanged for a security having substantially different fundamental rights than New VERITAS common stock (but in all events excluding any recapitalization or reorganization accomplished in connection with a Corporate Event). A "Corporate Event" for purposes of the Stockholder Agreement shall include any merger, acquisition, consolidation or reorganization, any transaction of a type contemplated by Section 351 of the Internal Revenue Code of 1986, as amended or any other similar transaction whereby (a) New VERITAS is acquired by a third party, (b) there has been a "change of control" such that the stockholders of New VERITAS prior to a transaction own, in the aggregate, less than a majority of the outstanding stock of New VERITAS or the acquiring entity after the transaction, (c) New VERITAS acquires another entity or (d) New VERITAS acquires all or substantially all of the assets of another entity. Pursuant to the Stockholder Agreement, Seagate has agreed that until May 28, 2004 it will not, without the prior written consent of New VERITAS, (i) acquire, directly or indirectly, any securities of New VERITAS if the effect of such acquisition would be that Seagate would then beneficially own and/or have the right to acquire more than 41.6% of the voting stock of New VERITAS; (ii) solicit proxies or (iii) otherwise seek, either alone or in concert with others, to control the New VERITAS Board or the policies of New VERITAS. Notwithstanding these provisions, Seagate may acquire common stock of New VERITAS upon the earlier of: (i) the date that a third party not affiliated with Seagate commences a tender offer or exchange offer that if accepted would result in such person beneficially owning 50% or more of the voting stock of New VERITAS; (ii) the public announcement by New VERITAS that it has entered into any agreement with respect to a merger, consolidation, reorganization or similar transaction involving New VERITAS in which all the stockholders of New VERITAS before such transaction collectively will own less than 50% of the SCHEDULE 13D -7- outstanding voting stock of the surviving or acquiring entity immediately after such transaction provided, however; that the foregoing standstill limitations -------- ------- described in (i) and (ii) above will be reinstated if such transaction is terminated prior to consummation thereof, or (iii) the sale or disposition of all or substantially all of New VERITAS' assets. Pursuant to the Stockholder Agreement, if New VERITAS is contemplating the issuance of securities to a third party as part of a strategic business relationship with such third party, Seagate has the right to purchase the same securities, at the same price and on the same terms, as are issued to the strategic partner, solely in order to maintain Seagate's percentage of common stock ownership in New VERITAS. Provided, however, Seagate's right of purchase is not applicable to (i) the issuance or sale of shares of common stock to certain individuals who are being solicited or retained by New VERITAS for services or employment purposes; (ii) the issuance of securities pursuant to the conversion or exercise of securities; (iii) the issuance of securities in connection with a public offering; (iv) the issuance of any securities in connection with any stock split, stock dividend or similar event in which Seagate is entitled to participate on a proportionate basis or (iv) any securities issued in connection with a Corporate Event (as defined above). Seagate's right of purchase provided for in the Stockholder Agreement shall terminate upon the earlier of (i) the third anniversary of the closing date of the Merger or (ii) such time as Seagate ceases to own 10% of the outstanding common stock of New VERITAS. References to, and descriptions of, the Stockholder Agreement as set forth in this Schedule 13D are qualified in their entirety by reference to the copy of the Stockholder Agreement filed as an exhibit to the 8-K filed by VERITAS Software Corporation on June 14, 1999. In connection with their service as directors of New VERITAS, Mr. Luczo and Mr. Kerfoot were granted options to purchase 112,500 and 106,500 shares of New VERITAS common stock, respectively. The exercise price of the Luczo Options and the Kerfooot Options was the fair market value of New VERITAS common stock at the time of grant. The options are immediately exercisable. Any shares purchased upon the Luczo Options and the Kerfoot Options to the extent that such shares are unvested, are subject to repurchase by New VERITAS at the original purchase price in the event that either Mr. Luczo or Mr. Kerfoot ceases to serve as a director of New VERITAS. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. The following documents are filed as exhibits: A. /1/ Agreement and Plan of Reorganization, as amended, dated April 15, 1999, by and between VERITAS Software Corporation, VERITAS Holding Corporation, Seagate Technology, Inc., Seagate Software, Inc. and Seagate Software Network & Storage Management Group, Inc. B. /2/ Stockholder Agreement, dated May 28, 1999, by and between VERITAS Software Corporation, VERITAS Holding Corporation, Seagate Technology, Inc. and Seagate Software, Inc. C. /2/ Registration Rights Agreement, dated May 28, 1999, by and between VERITAS Holding Corporation and Seagate Software, Inc. D. /3/ Seagate Software, Inc.'s 1996 Stock Option Plan, as amended. E. /4/ VERITAS Software Corporation's 1993 Directors Stock Option Plan, as amended. SCHEDULE 13D -8- /1/ Incorporated by reference to the 8-K filed by Seagate Technology, Inc. on April 5, 2000. /2/ Incorporated by reference to the 8-K filed by VERITAS Software Corporation on June 14, 1999. /3/ Incorporated by reference to VERITAS Software Corporation's Form S-8 Registration Statement under the Securities Act of 1933 filed with the Commission on June 2, 1999. /4/ Incorporated by reference to the Form 10-K filed by VERITAS Software Corporation on March 30, 2000. SCHEDULE 13D -9- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 22, 2000 SEAGATE TECHNOLOGY, INC. By: /s/ Charles C. Pope ---------------------------------- Charles C. Pope Executive Vice President and Chief Financial Officer SCHEDULE 13D -10- Schedule I Directors and Executive Officers of Seagate
Name, Address and Business of Corporation or Business or Principal Occupation Organization in Name Residence Address or Employment Which Employed - -------------------------- ----------------------- ------------------------- -------------------------- Stephen J. Luczo Seagate Technology, Inc. President and Chief Seagate Technology, Inc. 920 Disc Drive Executive Officer. 920 Disc Drive Scotts Valley, CA 95066 Chairman of the Board of Scotts Valley, CA 95066 Directors of Seagate Software, Inc. Gary B. Filler Seagate Technology, Inc. Co-Chairman of the Board of Seagate Technology, Inc. 920 Disc Drive Directors and Financial 920 Disc Drive Scotts Valley, CA 95066 Consultant Scotts Valley, CA 95066 Dr. Kenneth E. Haughton Seagate Technology, Inc. Engineering Consultant Seagate Technology, Inc. 920 Disc Drive 920 Disc Drive Scotts Valley, CA 95066 Scotts Valley, CA 95066 Robert A. Kleist Printronix, Inc. President, Chief Executive Printronix, Inc. 17500 Cartwright Road Officer and Director of 17500 Cartwright Road Irvine, CA 92713 Printronix, Inc. Irvine, CA 92713 (a computer printer manufacturer) Lawrence Perlman Ceridian Corporation Co-Chairman of the Board of Ceridian Corporation 8100 34th Avenue South Directors and Chairman of 8100 34th Avenue South Minneapolis, MN 55425-1640 the Board of Directors and Minneapolis, MN 55425-1640 Chief Executive Officer of (an information services Ceridian Corporation and defense electronics company) Thomas P. Stafford Stafford, Burke & Hecker, Vice Chairman of Stafford, Stafford, Burke & Hecker, Inc. Burke and Hecker, Inc. Inc. 1006 Cameron Street 1006 Cameron Street Alexandria, VA 22314 Alexandria, VA 22314 (a consulting firm) Laurel L. Wilkening Seagate Technology, Inc. Independent Consultant Seagate Technology, Inc. 920 Disc Drive 920 Disc Drive Scotts Valley, CA 95066 Scotts Valley, CA 95066
SCHEDULE 13D -11-
Name, Address and Business of Corporation or Business or Principal Occupation Organization in Name Residence Address or Employment Which Employed - -------------------------- ----------------------- ------------------------- -------------------------- Bernardo A. Carballo Seagate Technology, Inc. Executive Vice President, Seagate Technology, Inc. 920 Disc Drive Worldwide Sales, Marketing, 920 Disc Drive Scotts Valley, CA 95066 Product Line Management and Scotts Valley, CA 95066 Customer Service Operations William D. Watkins Seagate Technology, Inc. Executive Vice President Seagate Technology, Inc. 920 Disc Drive and Chief Operating Officer 920 Disc Drive Scotts Valley, CA 95066 Scotts Valley, CA 95066 Townsend H. Porter, Jr. Seagate Technology, Inc. Executive Vice President, Seagate Technology, Inc. 920 Disc Drive Product and Technology 920 Disc Drive Scotts Valley, CA 95066 Development and Chief Scotts Valley, CA 95066 Technical Officer Charles C. Pope Seagate Technology, Inc. Executive Vice President, Seagate Technology, Inc. 920 Disc Drive Finance and Chief Financial 920 Disc Drive Scotts Valley, CA 95066 Officer Scotts Valley, CA 95066 Don G. Colton Seagate Technology, Inc. Executive Vice President, Seagate Technology, Inc. 920 Disc Drive Corporate Quality 920 Disc Drive Scotts Valley, CA 95066 Scotts Valley, CA 95066 William L. Hudson Seagate Technology, Inc. Senior Vice President, Seagate Technology, Inc. 920 Disc Drive General Counsel, and 920 Disc Drive Scotts Valley, CA 95066 Corporate Secretary Scotts Valley, CA 95066 Donald L. Waite Seagate Technology, Inc. Executive Vice President Seagate Technology, Inc. 920 Disc Drive and Chief Administrative 920 Disc Drive Scotts Valley, CA 95066 Officer Scotts Valley, CA 95066
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