-----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, TKb5afbaqnZPSIInCMFCto7qQXTVVOHyh7RH65NvV8EDPPdvnGCP1RPXd9oqY5Ne U8z8ann14aKlzdPchbb7dw== 0000891618-98-001608.txt : 19980409 0000891618-98-001608.hdr.sgml : 19980409 ACCESSION NUMBER: 0000891618-98-001608 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980408 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERITAS SOFTWARE CORP CENTRAL INDEX KEY: 0000867666 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942823068 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-22712 FILM NUMBER: 98589966 BUSINESS ADDRESS: STREET 1: 1600 PLYMOUTH STREET CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 4153358000 MAIL ADDRESS: STREET 1: 1600 PLYMOUTH ST CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 10-K/A 1 AMENDMENT NO. 1 TO FORM 10-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 10-K/A AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ____________ COMMISSION FILE NUMBER 0-22712 ---------------- VERITAS SOFTWARE CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 94-2823068 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1600 PLYMOUTH STREET MOUNTAIN VIEW, CALIFORNIA 94043 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (650) 335-8000 ---------------- SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $0.001 PAR VALUE PER SHARE (TITLE OF CLASS) ---------------- Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of January 30, 1998, 30,841,854 shares of Common Stock of Registrant were outstanding. The aggregate market value of the shares held by non-affiliates of the Registrant (based upon the closing price of the Registrant's Common Stock on January 30, 1998 of $49.13 per share) was approximately $1,186,395,000. DOCUMENTS INCORPORATED BY REFERENCE PORTIONS OF REGISTRANT'S DEFINITIVE PROXY STATEMENT TO BE FILED PURSUANT TO REGULATION 14A PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES EXCHANGE ACT OF 1934, WHICH IS ANTICIPATED TO BE FILED WITHIN 120 DAYS AFTER THE END OF THE REGISTRANT'S FISCAL YEAR ENDED DECEMBER 31, 1997, ARE INCORPORATED BY REFERENCE IN PART III HEREOF. ================================================================================ 1 2 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a)The following documents are filed as part of this report: (1) FINANCIAL STATEMENTS The following financial statements are filed as part of this Annual Report on Form 10-K:
PAGE ---- Consolidated Balance Sheets as of December 31, 1997 and December 31, 1996................... 35 Consolidated Statements of Operations for the years ended December 31, 1997, 1996 and 1995.. 36 Consolidated Statements of Stockholders' Equity for the years ended December 31, 1997, 1996 37 and 1995.................................................................................... Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995.. 38 Notes to Consolidated Financial Statements.................................................. 39 Report of Ernst & Young LLP, Independent Auditors........................................... 50
(2) FINANCIAL STATEMENT SCHEDULES The following financial statement schedule for the years ended December 31, 1997, 1996 and 1995 should be read in conjunction with the consolidated financial statements of VERITAS Software Corporation filed as part of this Annual Report on Form 10-K: Schedule II-- Valuation and Qualifying Accounts and Reserves................................ 51
Schedules other than that listed above have been omitted since they are either not required, not applicable, or because the information required is included in the consolidated financial statements or the notes thereto. 3 (3) EXHIBITS EXHIBIT NUMBER EXHIBIT TITLE ------ ------------- 2.01 Agreement and Plan of Reorganization by and among the Registrant, VERITAS Software Corporation, a California corporation ("VERITAS California") and OpenVision dated January 13, 1997 (incorporated by reference to Exhibit 2.01 of the Registrant's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 24, 1997 (the "Form S-4")) 3.01 Registrant's Certificate of Incorporation (incorporated by reference to Exhibit 3.01 to the Form S-4) 3.02 Registrant's Bylaws (incorporated by reference to Exhibit 3.02 to the Form S-4) 4.01 Registration Rights Agreement between the Registrant and Warburg, Pincus Investors, L.P. dated April 25, 1997 (incorporated by reference to Exhibit 4.01 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 (the "June 1997 Form 10-Q")) 4.02 Nomination Agreement between the Registrant and Warburg, Pincus Investors, L.P. dated April 25, 1997 (incorporated by reference to Exhibit 4.02 to the June 1997 Form 10-Q). 4.03 Indenture dated as of October 1, 1997 between the Registrant and State Street Bank and Trust Company of California, N.A. (incorporated by reference to Exhibit 4.06 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 (the "September 1997 Form 10-Q")) 4.04 Registration Rights Agreement dated as of October 1, 1997 between the Registrant and UBS Securities LLC (incorporated by reference to Exhibit 4.07 to the September 1997 Form 10-Q) 10.01 Registrant's 1993 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.03 to the Form S-4) 10.02 Registrant's 1993 Directors Stock Option Plan, as amended (incorporated by reference to Exhibit 10.04 to the Form S-4) 10.03 Registrant's 1993 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.05 to the Form S-4) 10.04 OpenVision Technologies, Inc. 1996 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.19 to the Form S-4) 10.05 Registrant's 1997 Chief Executive Officer Compensation Plan*(1) 10.06 Registrant's 1997 Executive Officer Compensation Plan*(1) 10.07 Key Employee Agreement between Registrant, VERITAS California, and Jay A. Jones (incorporated by reference to Exhibit 10.18 to the Form S-4)* 10.08 Key Employee Agreement between the Registrant, VERITAS California and Geoffrey W. Squire*(1) 10.09 Key Employee Agreement between the Registrant, VERITAS California, and Kenneth E. Lonchar*(1) 10.10 Key Employee Agreement between the Registrant, VERITAS California, and Paul A. Sallaberry*(1) 10.11 Office Building Lease, dated September 2, 1994, as amended, by and between the Registrant and John Arriliaga and Richard T. Peery regarding property located in Mountain View, California (incorporated herein by reference to Exhibit 10.09 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 filed with the SEC on March 29, 1995) 10.12 Amendment No 1. to Office Building Lease dated May 28, 1997 by and between the Registrant and John Arriliaga and Richard T. Perry (1) 10.13 Agreement dated November 7, 1996 between VERITAS Software India Pvt. Ltd. and Talwalkar & Talwalkar and Mr. Rajendra Dattatraya Pathak, Mrs. Kamal Trimbak Nighojkar, Mrs. Bakul Prabhakar Pathak, Mrs. Nalini Manohar Saraf, Mr. Narhar Vaman Pandit, Mr. Madhav Narhar Pandit, Ms. Madhavi Damodar Thite, and Ms. Medha Narhar Pandit relating to the development of certain premises in Pune, India (incorporated by reference to Exhibit 10.12 to the Form S-4) 21.01 Subsidiaries of the Registrant (1) 23.01 Consent of Ernst & Young LLP, Independent Auditors (1) 27.01 Financial Data Schedule (1) 27.02 Restated Financial Data Schedule for the three months ended March 31, 1996 (2) 27.03 Restated Financial Data Schedule for the six months ended June 30, 1996 (2) 4 27.04 Restated Financial Data Schedule for the nine months ended September 30, 1996 (2) 27.05 Restated Financial Data Schedule for the year ended December 31, 1996 (2) 27.06 Restated Financial Data Schedule for the three months ended March 31, 1997 (2) 27.07 Restated Financial Data Schedule for the six months ended June 30, 1997 (2) 27.08 Restated Financial Data Schedule for the nine months ended September 30, 1997 (2) - ---------- * Management contract or compensatory plan or arrangements. (1) Previously filed on March 2, 1998 with Registrant's Form 10-K for the year ended December 31, 1998. (2) Filed herewith. (b) REPORTS ON FORM 8-K (i) The Company filed a report on Form 8-K dated October 3, 1997 which included the following items: Item 5. Disclosure of a press release filed by the Company announcing its intention to raise $100 million through a private offering of Convertible Subordinated Notes. Item 7(c). The Company filed the following exhibit: 99.1 Press Release, dated October 3, 1997, of VERITAS Software Corporation (ii) The Company filed a report on Form 8-K dated October 10, 1997 which included the following items: Item 5. Disclosure of a press release filed by the Company announcing its intention to sell $100 million of its 5 1/4% Convertible Subordinated Notes due 2004. Item 7(c). The Company filed the following exhibit: 99.1 Press Release, dated October 10, 1997, of VERITAS Software Corporation 5 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to the report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on the 8th day of April 1998. VERITAS Software Corporation Registrant /s/ Kenneth E. Lonchar ------------------------------------------ Kenneth E. Lonchar Vice President, Finance Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR: /s/ Mark Leslie - --------------------------------------------------- President, Chief Executive April 8, 1998 Mark Leslie Officer and Co-Chairman of the Board PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER: /s/ Kenneth E. Lonchar - --------------------------------------------------- Vice President, Finance and April 8, 1998 Kenneth E. Lonchar Chief Financial Officer ADDITIONAL DIRECTORS: Co-Chairman of the Board April ___, 1998 - --------------------------------------------------- Geoffrey W. Squire /s/ Fred van den Bosch - --------------------------------------------------- Director April 8, 1998 Fred van den Bosch /s/ Steven Brooks - --------------------------------------------------- Director April 8, 1998 Steven Brooks /s/ William Janeway - --------------------------------------------------- Director April 8, 1998 William Janeway /s/ Roel Pieper - --------------------------------------------------- Director April 8, 1998 Roel Pieper /s/ Joseph Rizzi - --------------------------------------------------- Director April 8, 1998 Joseph Rizzi
6 INDEX TO EXHIBITS 27.02 Restated Financial Data Schedule for the three months ended March 31, 1996 27.03 Restated Financial Data Schedule for the six months ended June 30, 1996 27.04 Restated Financial Data Schedule for the nine months ended September 30, 1996 27.05 Restated Financial Data Schedule for the year ended December 31, 1996 27.06 Restated Financial Data Schedule for the three months ended March 31, 1997 27.07 Restated Financial Data Schedule for the six months ended June 30, 1997 27.08 Restated Financial Data Schedule for the nine months ended September 30, 1997 EX-27.02 2 RESTATED FDS FOR THREE MONTHS ENDED MARCH 31, 1996
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996 AND THE CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1997. 1,000 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 5,442 27,870 11,240 613 0 46,266 11,804 6,894 52,154 18,978 0 0 0 140,101 0 52,154 12,496 15,298 563 12,235 0 0 120 3,240 391 2,849 0 0 0 2,849 0.11 0.10
EX-27.03 3 RESTATED FDS FOR SIX MONTHS ENDED JUNE 30, 1996
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996 AND THE CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1997. 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 18,293 44,859 11,452 609 0 75,791 13,223 7,852 83,320 16,769 0 0 0 176,816 0 83,320 27,297 33,188 1,338 28,633 0 0 190 5,219 809 4,410 0 0 0 4,410 0.16 0.15
EX-27.04 4 RESTATED FDS FOR NINE MONTHS ENDED SEPT. 30, 1996
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996 AND THE CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1997. 1,000 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 8,087 57,242 10,621 622 0 77,516 15,212 8,790 86,095 15,540 0 0 0 177,469 0 86,095 41,712 50,894 2,166 43,570 0 0 0 8,948 1,288 7,660 0 0 0 7,660 0.27 0.25
EX-27.05 5 RESTATED FDS FOR YEAR ENDED DECEMBER 31, 1996
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996 AND THE CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1997. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 17,411 50,145 15,971 697 0 85,514 16,705 9,708 94,524 18,101 0 0 0 178,768 0 94,524 59,223 72,746 3,020 60,888 0 0 0 14,300 2,171 12,129 0 0 0 12,129 0.42 0.39
EX-27.06 6 RESTATED FDS FOR THREE MONTHS ENDED MARCH 31, 1997
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996 AND THE CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1997. 1,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 15,995 50,830 22,124 1,037 0 92,938 18,104 10,410 102,573 20,155 0 0 0 180,524 0 102,573 20,523 25,610 836 19,961 0 0 0 6,484 1,067 5,417 0 0 0 5,417 0.18 0.17
EX-27.07 7 RESTATED FDS FOR SIX MONTHS ENDED JUNE 30, 1997
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996 AND THE CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1997. 1,000 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 23,065 45,383 28,079 1,141 0 97,930 19,450 11,123 106,944 25,181 0 0 0 181,556 0 106,944 43,687 54,544 1,677 50,743 0 0 0 5,471 1,736 3,735 0 0 0 3,735 0.12 0.12
EX-27.08 8 RESTATED FDS FOR NINE MONTHS ENDED SEPT. 30, 1997
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996 AND THE CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1997. 1,000 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 18,838 57,146 32,328 1,776 0 109,407 21,086 11,845 119,318 28,634 0 0 0 183,620 0 119,318 67,719 85,362 2,819 74,151 0 0 0 13,786 3,315 10,471 0 0 0 10,471 0.35 0.32
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