SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 5, 1998
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SEAGATE SOFTWARE, INC.
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(Exact Name of the Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-23169 77-0397623
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(Commission File Number) (I.R.S. Employer Identification No.)
915 Disc Drive, Scotts Valley, California 95066
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(Address of Principal Executive Offices) (Zip Code)
(831) 438-6550
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. OTHER EVENTS.
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Seagate Software, Inc. ("SSI"), its parent company, Seagate
Technology, Inc. ("STI") and its Seagate Software Network & Storage Management
Group, Inc. ("NSMG") subsidiary announced on October 5, 1998 that they had
entered into an Agreement and Plan of Reorganization (the "Plan") as of such
date with Veritas Holding Corporation ("Newco") and Veritas Software
Corporation ("VERITAS"), which provides for (i) the contribution by SSI, STI
and certain of their respective subsidiaries to Newco of (a) the outstanding
stock of NSMG and certain other subsidiaries of SSI, and (b) those assets used
primarily in the network storage management business of SSI (the "NSMG
Business"), in consideration for the issuance of shares of Common Stock of
Newco to SSI and the offer by Newco to grant options to purchase Common Stock
of Newco to certain SSI employees who become employees of Newco or its
subsidiaries in exchange for cancellation by such employees of their
respective options to purchase Common Stock of SSI (the "Seagate Transaction")
and (ii) the merger of a wholly owned subsidiary of Newco with and into
VERITAS and the assumption and conversion of all outstanding VERITAS
securities, on a share for share basis, into Newco securities having identical
rights, preferences and privileges, including convertible debentures of
VERITAS which will become convertible into Common Stock of Newco on the same
basis as they are currently convertible into VERITAS Common Stock (the
"Veritas Merger"). As part of the Seagate Transaction, Newco will also assume
certain liabilities of the NSMG Business. The Seagate Transaction is
structured to qualify as a tax-free exchange and the Veritas Merger is
structured to qualify as a tax-free reorganization for federal income tax
purposes. The Seagate Transaction will be accounted for as a purchase.
Upon consummation of the Seagate Transaction, Newco shall issue a
number of shares of Common Stock to SSI equal to approximately 40% of the fully
diluted Common Stock equivalent equity interests in Newco (assuming conversion
of all convertible securities, including the VERITAS convertible debentures, and
exercise of all assumed options and warrants) less that number of shares of
Newco Common Stock issuable upon exercise of Newco options issued to SSI
employees in exchange for their outstanding options to purchase shares of SSI
Common Stock. Upon consummation of the Veritas Merger, the former security
holders of VERITAS will be issued Newco securities representing approximately
60% of the fully diluted Common Stock equivalent equity interests in Newco.
The Veritas Merger and the Seagate Transaction are subject to a number
of conditions, including but not limited to the effectiveness of a Registration
Statement on Form S-4 to be filed by Newco with the Securities and Exchange
Commission, approval by the stockholders of VERITAS and SSI, the expiration or
termination of the waiting period (and any extension thereof) under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary
closing conditions.
Certain affiliates of VERITAS, holding an aggregate of approximately
19% of the outstanding Common Stock of VERITAS, have entered into a Voting
Agreement with SSI agreeing to vote in favor of the Veritas Merger at any
meeting of the stockholders of VERITAS held for such purpose.
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Contemporaneously with the execution of the Plan, STI entered into a
Development and License Agreement with Newco and VERITAS (the "Development
Agreement") which will become effective upon the closing of the Plan. The
Development Agreement provides for the grant to STI of a non-exclusive worldwide
license of VERITAS software products, including the software products of the
NSMG Business, for internal use, modification and preparation of derivative
works by STI and for distribution by STI to end-users and distributors, subject
to certain limitations and further provides for co-operative marketing efforts
by the parties. STI will pay royalties to VERITAS with respect to the
distribution of such products. The Development Agreement further provides for
the development by VERITAS of new products or technologies, additional features
or enhancements to the VERITAS software products requested by STI. The initial
term of the Development Agreement will be ten years, with automatic renewal of
such agreement on an annual basis thereafter absent notice of termination from
either party.
In addition, Seagate Software Information and Management Group, Inc.,
a subsidiary of SSI ("IMG") entered into a Cross-License and OEM Agreement (the
"Cross-License Agreement") with Newco and VERITAS that will become effective
upon the closing of the Plan and provides for the grant to IMG of a non-
exclusive worldwide license of VERITAS software products, including the NSMG
Business products, for internal use, modification and preparation of derivative
works by IMG and for distribution by IMG to end-users and distributors, subject
to certain limitations. IMG will pay royalties to VERITAS with respect to the
distribution of certain of such products. IMG will also license a restricted
version of IMG's Crystal Reports software product to VERITAS on a royalty-free
basis for distribution when bundled with, or incorporated into, a product of the
NSMG Business. The Cross-License Agreement further provides for the
development by VERITAS of new products or technologies, additional features or
enhancements to the VERITAS software products requested by IMG. The initial term
of the Cross-License Agreement will be three years, with automatic renewal of
such agreement on an annual basis thereafter absent notice of termination from
either party.
Upon closing of the Plan, it is anticipated that STI, SSI, VERITAS
and/or Newco will also enter into the following definitive agreements:
(i) Newco will enter into employment agreements with certain key
employees of VERITAS and certain key SSI employees involved
in the NSMG Business who have agreed to become employed by
Newco;
(ii) SSI will enter into a registration rights agreement with
Newco providing for certain registration rights of SSI with
respect to the Newco Common Stock issued to SSI in the
Seagate Transaction;
(iii) STI and SSI will enter into a stockholder agreement with
Newco providing for (a) restrictions on the transfer of Newco
Common Stock by SSI, (b) provisions relating to the purchase
of additional shares of Newco Common Stock by SSI
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and STI, (c) restrictions on the voting rights of SSI and (d)
nomination by STI of representatives to be elected to Newco's
Board of Directors; and
(iv) STI and SSI will enter into a Transition Services and
Facilities Use Agreement with Newco under which certain
services will be provided to Newco with respect to the
transition of the NSMG Business.
Available Information. Statements made in this Current Report on Form 8-
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K concerning the contents of any contract or other document are not necessarily
complete. With respect to each contract or other document filed as an exhibit
hereto, reference is hereby made to that document for a more complete
description of the matter involved and each such statement is hereby qualified
in its entirety by such reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits
Exhibit
Number Description
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2.1 Agreement and Plan of Reorganization among
Veritas Holding Corporation, Veritas
Software Corporation, Seagate Technology,
Inc., Seagate Software, Inc. and Seagate
Software Network Storage & Management
Group, Inc. dated as of October 5, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 20, 1998
SEAGATE SOFTWARE, INC.
By: /s/ Ellen E. Chamberlain
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Ellen E. Chamberlain
Senior Vice President, Chief
Financial Officer and Treasurer
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SEAGATE SOFTWARE, INC.
FORM 8-K
INDEX TO EXHIBITS
Exhibit
Number Exhibit Title
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2.1 Agreement and Plan of Reorganization among Veritas
Holding Corporation, Veritas Software Corporation,
Seagate Technology, Inc., Seagate Software, Inc. and
Seagate Software Network Storage & Management Group,
Inc. dated as of October 5, 1998.
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