1
As filed with the Securities and Exchange Commission on April 28, 1997
Registration No. 333-03261
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________
OPENVISION TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
____________________
DELAWARE 94-3161663
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification Number)
7133 KOLL CENTER PARKWAY, SUITE 200
PLEASANTON, CA 94566
(510) 426-6400
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
____________________
1996 EMPLOYEE STOCK PURCHASE PLAN
1996 DIRECTOR OPTION PLAN
1992 STOCK PLAN
(Full title of the Plans)
____________________
MARK A. LESLIE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
OPENVISION TECHNOLOGIES, INC.
7133 KOLL CENTER PARKWAY, SUITE 200
PLEASANTON, CA 94566
(510) 426-6400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________
Copy to:
BARRY E. TAYLOR, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
================================================================================
2
Registration Statement No. 333-03261 (the "Registration Statement")
covered an aggregate of 4,244,847 shares of Common Stock, $.001 par value
("OpenVision Common Stock"), of OpenVision Technologies, Inc., a Delaware
corporation ("OpenVision"), consisting of an aggregate of 784,977 shares
offered for resale by the selling stockholders named in the prospectus
contained therein and an aggregate of 3,459,870 shares issuable by the Company
pursuant to the following plans on a delayed or continuous basis: the 1996
Employee Stock Purchase Plan, the 1996 Director Option Plan and the 1992 Stock
Plan.
On April 25, 1997, pursuant to the terms of an Agreement and Plan of
Reorganization, dated as of January 13, 1997 (the "Merger Agreement"), by and
among VERITAS Software Corporation, a California corporation ("VERITAS
California"),VERITAS Software Corporation, a Delaware corporation ("VERITAS
Delaware") and OpenVision, OpenVision became a wholly owned subsidiary of
VERITAS Delaware and each share of OpenVision Common Stock (other than
dissenters' shares and shares owned by VERITAS Delaware or any direct or
indirect wholly owned subsidiary of VERITAS Delaware or OpenVision) was
converted into 0.346 shares of the Common Stock, par value $0.001 per share, of
VERITAS Delaware. In connection with this transaction, OpenVision has filed a
Certification and Notice of Termination of Registration under 12(g) of the
Securities Exchange Act of 1934 to terminate the registration of OpenVision
Common Stock.
Pursuant to Rule 478 promulgated under the Securities Act of 1933, as
amended (the "Act") and the undertaking contained in the Registration Statement
pursuant to Item 512(a)(3) of Regulation S-K under the Act, OpenVision hereby
removes from registration the shares of OpenVision Common Stock that remain
unsold as of the date hereof.
-2-
3
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pleasanton, California, on April 28, 1997.
OPENVISION TECHNOLOGIES, INC.
By: _______________________________________
Mark A. Leslie
President and Chief Executive Officer
-3-