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) May 28, 1999
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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)
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)
Item 5. Other Events.
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Seagate Technology, Inc. ("STI"), its Seagate Software, Inc. ("SSI")
subsidiary and Seagate Software Network & Storage Management Group, Inc.
("NSMG"), a wholly owned subsidiary of SSI, 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 provided 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 became convertible into Common
Stock of Newco on the same basis as they were convertible into VERITAS Common
Stock (the "Veritas Merger"). As part of the Seagate Transaction, Newco also
assumed certain liabilities of the NSMG Business. The Seagate Transaction was
structured to qualify as a tax-free exchange and the Veritas Merger was
structured to qualify as a tax-free reorganization for federal income tax
purposes. The Seagate Transaction will be accounted for as a purchase. The
Seagate Transaction and the Veritas Merger were closed on May 28, 1999.
In addition, the offer by STI to acquire from SSI stockholders all
outstanding shares of SSI Common Stock in exchange for STI Common Stock (the
"Exchange Offer") (as described in the Tender Offer Statement on Schedule 14D-1
filed by STI on April 26, 1999, as amended June 1, 1999 and June 16, 1999)
expired as scheduled at 12:00 midnight, New York City time, on June 9, 1999. A
total of approximately 3,267,155 shares of SSI Common Stock were tendered of
which approximately 3,104,735 were exchanged into approximately 5,272,916 shares
of Seagate Technology Common Stock.
Available Information. Statements made in this Current Report on Form
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8-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.
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits
Exhibit
Number Description
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99.1 Press Release of Seagate Technology, Inc. dated June 1,
1999.
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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: July 7, 1999 SEAGATE SOFTWARE, INC.
By: /s/ Ellen E. Chamberlain
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Ellen E. Chamberlain
Senior Vice President and
Chief Financial Officer
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SEAGATE SOFTWARE, INC.
FORM 8-K
INDEX TO EXHIBITS
Exhibit
Number Exhibit Title
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99.1 Press Release of Seagate Technology, Inc. dated June 1,
1999.
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