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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
TRANSACTION STATEMENT
UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
SEAGATE TECHNOLOGY, INC.
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(NAME OF THE ISSUER)
SEAGATE TECHNOLOGY, INC.
VERITAS SOFTWARE CORPORATION
SUEZ ACQUISITION COMPANY (CAYMAN) LIMITED
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(NAMES OF PERSONS FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
811804 10 3
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(CUSIP NUMBER OF CLASS OF SECURITIES)
Lawrence Perlman Mark Leslie David J. Roux
Gary Filler Chief Executive Officer Suez Acquisition Company
Co-Chairmen of the Board and Chairman of the Board (Cayman) Limited
Seagate Technology, Inc. VERITAS Software Corporation P.O. Box 265GT
920 Disc Drive 1600 Plymouth Street Walker House
Scotts Valley, California 95066 Mountain View, California 94043 George Town
(831) 438-6550 (650) 335-8000 Grand Cayman
Cayman Islands
(650) 233-8120
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSONS FILING STATEMENT)
COPIES TO:
Larry W. Sonsini, Esq. Michael A. Schwartz, Esq. William E. Curbow, Esq.
Michael J. Kennedy, Esq. Willkie Farr & Gallagher Simpson Thacher & Bartlett
Wilson Sonsini Goodrich & Rosati 787 Seventh Avenue 425 Lexington Avenue
Professional Corporation New York, New York 10019 New York, New York 10017
650 Page Mill Road (212) 728-8000 (212) 455-2000
Palo Alto, California 94043
(650) 493-9300
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A (sec.sec. 240.14a-1 through 240.14b-2), Regulation 14C
(sec.sec. 240.14c-1 through 240.14c-101) or Rule 13e-3(c)
(sec. 240.13e(c)) under the Securities Exchange Act of 1934 ("the Act").
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
$11,647,201,837 $2,329,440
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* For purposes of calculating the filing fee only. The filing fee was calculated
assuming (i) the payment of an aggregate of $923 million in cash, and (ii) the
issuance of an aggregate of 118,173,023 shares of common stock, par value
$0.001 per share, of VERITAS Software Corporation with an aggregate market
value of $10,724,201,837 based upon the average of the high and low prices of
VERITAS common stock, as reported on the Nasdaq National Market on May 12,
2000, in exchange for all outstanding shares of common stock, par value $0.01
per share, of Seagate Technology, Inc. (the "Total Consideration"). The
payment of the filing fee, calculated in accordance with Regulation 240.0-11
under the Exchange Act of 1934, equals one-fiftieth of one percent of the
Total Consideration.
[ ] Check the box if any part of the fee is offset as provided by
sec. 240.0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not Applicable
Form or Registration No.: Not Applicable
Filing Party: Not Applicable
Date Filed: Not Applicable
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INTRODUCTION
This Schedule 13E-3 Transaction Statement (this "Transaction Statement") is
being filed by Seagate Technology, Inc., a Delaware corporation ("Seagate"),
VERITAS Software Corporation, a Delaware corporation ("VERITAS") and Suez
Acquisition Company (Cayman) Limited, a limited company organized under the laws
of the Cayman Islands ("SAC"), in connection with the proposed (i) sale of
Seagate's operating property and assets to SAC (the "Stock Purchase") pursuant
to that certain Stock Purchase Agreement, dated as of March 29, 2000, as amended
(the "Stock Purchase Agreement"), by and among SAC, Seagate and Seagate Software
Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Seagate
("Seagate Software"), and (ii) merger of a wholly owned subsidiary of VERITAS
with and into Seagate (the "Merger") pursuant to that certain Agreement and Plan
of Merger and Reorganization, dated as of March 29, 2000, as amended (the
"Merger Agreement"), by and among VERITAS, Victory Merger Sub, Inc., a Delaware
corporation, a wholly owned subsidiary of VERITAS ("Merger Sub"), and Seagate.
Under the terms of the Stock Purchase Agreement, Seagate will sell all of
its property and assets and the property and assets of its consolidated
subsidiaries, other than certain designated assets, to SAC in exchange for $2
billion in cash, less the value of Seagate equity securities held by members of
Seagate's senior management team which will be converted into equity securities
of SAC and will not be entitled to receive any consideration in the Merger. The
designated Seagate assets which will not be sold to SAC consist of (i) the
capital stock of Seagate Software, (ii) Seagate's investments in VERITAS,
Gadzoox Networks, Inc., SanDisk Corporation, Veeco Instruments and Dragon
Systems, Inc., (iii) Seagate's cash in excess of approximately $775 million in
cash (subject to upward adjustment) that will be transferred to SAC in the Stock
Purchase, and (iv) the right to receive certain tax refunds claimed and credits
utilized by VERITAS that are attributable to Seagate for all periods prior to
the effective time of the Merger.
Under the terms of the Merger Agreement, immediately following and
contingent upon the closing of the Stock Purchase, Merger Sub will merge with
and into Seagate and each outstanding share of Seagate common stock (other than
certain shares to be cancelled) will be converted into the right to receive a
proportionate share of the merger consideration, which will consist of (i)
109,330,300 shares of VERITAS common stock, (ii) an additional variable number
of shares of VERITAS common stock which depends on (A) the determined value of
Seagate's investments in Gadzoox Networks, Inc., SanDisk Corporation, Veeco
Instruments and Dragon Systems (to the extent valued at the effective time of
the Merger), and (B) whether VERITAS elects to issue additional shares of
VERITAS common stock in exchange for having Seagate retain a portion of the cash
held by it immediately prior to the Merger, (iii) an amount of cash equal to
Seagate's cash at the effective time of the Merger, which will include the net
proceeds received and retained by Seagate in connection with the Stock Purchase
(after transferring approximately $775 million in cash (subject to upward
adjustment) to SAC) less cash that VERITAS elects to have Seagate retain in
exchange for the issuance of additional shares of VERITAS common stock in
connection with the Merger, and (iv) the right to receive the value of certain
tax refunds claimed and credits utilized by VERITAS that are attributable to
Seagate and relate to periods ending on or prior to the effective time of the
Merger, and, in certain circumstances, net proceeds realized upon the sale by
Seagate of its shares of Dragon Systems, Inc. As a result of the Merger, Seagate
will become a wholly owned subsidiary of VERITAS, and VERITAS will indirectly
acquire all of the designated assets described above that are not purchased by
SAC in connection with the Stock Purchase.
This Transaction Statement is being filed with the Securities and Exchange
Commission concurrently with the filing of a preliminary proxy statement (the
"Proxy Statement") filed by VERITAS with the Securities and Exchange Commission
pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"). A copy of the Proxy Statement is attached to this
Transaction Statement as Exhibit (a)(1). The information in the Proxy Statement,
including all schedules, exhibits, appendices and annexes thereto, is hereby
incorporated by reference in this Transaction Statement in response to all or
some of the items set forth in Schedule 13E-3 under the Exchange Act and the
responses to each item set forth below are qualified in their entirety by the
provisions of the Proxy Statement. The Proxy Statement is in preliminary form
and is subject to completion or amendment. Specific item numbers from Schedule
13E-3, including the applicable sections of Regulation M-A, are included in this
Transaction Statement only to the extent necessary to provide information that
is not in the Proxy Statement but is required to be disclosed pursuant to
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Schedule 13E-3. Capitalized terms used but not otherwise defined in this
Transaction Statement shall have the respective meanings ascribed thereto in the
Proxy Statement.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS
(b) Business and Background of Entities.
(c) Business and Background of Natural Persons.
Seagate Technology is a Delaware corporation. Its principal executive
offices are located at 920 Disc Drive, Scotts Valley, California 95066 and its
primary telephone number is (831) 438-6550. None of Seagate's directors or
executive officers has during the past five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) been 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
activities subject to, federal or state securities laws or finding any violation
of such laws.
VERITAS Software Corporation is a Delaware corporation. Its principal
executive offices are located at 1600 Plymouth Street, Mountain View, California
94043 and its primary telephone number is (650) 335-8000. None of VERITAS'
directors or executive officers has during the past five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been 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 activities subject to, federal or state securities
laws or finding any violation of such laws.
Silver Lake Partners, L.P. is a Delaware limited partnership. Its principal
executive offices are located at 2725 Sand Hill Road, Building C, Menlo Park, CA
94025 and its primary telephone number is (650) 233-8120. David J. Roux is the
sole director of SAC, a Managing Member of Silver Lake Technology Associates,
LLC, which is the general partner of Silver Lake Partners, L.P., and a Managing
Member of Silver Lake Technology Management. Mr. Roux served as Executive Vice
President of Oracle Corporation from 1994 to 1998 and Chief Executive Officer of
Liberate Technologies from February 1998 to November 1998. Mr. Roux remains the
Chairman and a director of Liberate Technologies. Mr. Roux's primary business
address is c/o Silver Lake Partners, L.P., 2725 Sand Hill Road, Building C,
Menlo Park, CA 94025.
None of SAC, Silver Lake Partners, L.P., or any director or executive
officer of SAC or Silver Lake Partners, L.P., has during the past five years (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been 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 activities subject to, federal or state securities
laws or finding any violation of such laws.
ITEM 16. EXHIBITS
(a)(1) Joint Proxy Statement for Special Meetings of Stockholders
of Seagate Technology, Inc. and VERITAS Software
Corporation, dated May 19, 2000.
(c)(1) Presentation by Morgan Stanley & Co. Incorporated to the
Board of Directors of Seagate, dated March 22, 2000.
(c)(2) Presentation by Morgan Stanley & Co. Incorporated to the
Board of Directors of Seagate, dated March 29, 2000.
(c)(3) Presentation by Credit Suisse First Boston Corporation to
the Board of Directors of VERITAS Software Corporation,
dated March 23, 2000.
(c)(4) Opinion of Morgan Stanley & Co. Incorporated, dated March
29, 2000 (included as part of the Joint Proxy Statement
filed as Exhibit (a)(1)).
(c)(5) Opinion of Credit Suisse First Boston Corporation, dated
March 29, 2000 (included as part of the Joint Proxy
Statement filed as Exhibit (a)(1)).
(e)(1) Statement Regarding Conflicts of Interest (included as part
of the Joint Proxy Statement filed as Exhibit (a)(1)).
(f)(1) Statement of Appraisal Rights (included as part of the Joint
Proxy Statement filed as Exhibit (a)(1)).
(h)(1) Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (to be filed by amendment).
(h)(2) Opinion of Willkie Farr & Gallagher (to be filed by
amendment).
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
SUBJECT COMPANY AND FILING PERSON:
SEAGATE TECHNOLOGY, INC.
By: /s/ William L. Hudson
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Name: William L. Hudson
Title: Senior Vice President, General
Counsel and Corporate Secretary
ADDITIONAL FILING PERSONS:
VERITAS SOFTWARE CORPORATION
By: /s/ Jay Jones
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Name: Jay Jones
Title: Senior Vice President and
Chief Administrative Officer
SUEZ ACQUISITION COMPANY (CAYMAN) LIMITED
By: /s/ David J. Roux
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Name: David J. Roux
Title: Director
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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(a)(1) Joint Proxy Statement for Special Meetings of Stockholders
of Seagate Technology, Inc. and VERITAS Software
Corporation, dated May 19, 2000.
(c)(1) Presentation by Morgan Stanley & Co. Incorporated to the
Board of Directors of Seagate, dated March 22, 2000.
(c)(2) Presentation by Morgan Stanley & Co. Incorporated to the
Board of Directors of Seagate, dated March 29, 2000.
(c)(3) Presentation by Credit Suisse First Boston Corporation to
the Board of Directors of VERITAS Software Corporation,
dated March 23, 2000.
(c)(4) Opinion of Morgan Stanley & Co. Incorporated, dated March
29, 2000 (included as part of the Joint Proxy Statement
filed as Exhibit (a)(1)).
(c)(5) Opinion of Credit Suisse First Boston Corporation, dated
March 29, 2000 (included as part of the Joint Proxy
Statement filed as Exhibit (a)(1)).
(e)(1) Statement Regarding Conflicts of Interest (included as part
of the Joint Proxy Statement filed as Exhibit (a)(1)).
(f)(1) Statement of Appraisal Rights (included as part of the Joint
Proxy Statement filed as Exhibit (a)(1)).
(h)(1) Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (to be filed by amendment).
(h)(2) Opinion of Willkie Farr & Gallagher (to be filed by
amendment).