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UNITED STATES
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): December 15, 2004

VERITAS Software Corporation

(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of
incorporation)
  000-26247
(Commission File Number)
  77-0507675
(IRS Employer Identification
Number)

350 Ellis Street
Mountain View, CA 94043

(Address of Principal Executive Offices including Zip Code)

Registrant’s telephone number, including area code: (650) 527-8000

Not Applicable
(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 


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Item 8.01. Other Events.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.01


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Item 8.01. Other Events.

     On December 16, 2004, VERITAS Software Corporation (“VERITAS”) announced that it has entered into a definitive agreement with Symantec Corporation (“Symantec”), whereby Symantec will acquire VERITAS in a stock for stock merger transaction. A copy of the press release issued by VERITAS and Symantec on December 16, 2004 concerning the transaction is filed herewith as Exhibit 99.01 and is incorporated herein by reference. The information required by Item 1.01 will be filed in a separate Current Report on Form 8-K.

Additional Information and Where to Find It

     Symantec and VERITAS intend to file a registration statement on Form S-4 containing a joint proxy statement/prospectus in connection with the merger transaction involving Symantec and VERITAS. Investors and security holders are urged to read this filing when it becomes available because it will contain important information about the merger transaction. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Symantec by contacting Symantec Investor Relations at 408-517-8239. Investors and security holders may obtain free copies of the documents filed with the SEC by VERITAS by contacting VERITAS Investor Relations at 650-527-4523.

     Symantec, VERITAS and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Symantec and VERITAS in connection with the merger transaction. Information regarding the special interests of these directors and executive officers in the merger transaction will be included in the joint proxy statement/prospectus of Symantec and VERITAS described above. Additional information regarding the directors and executive officers of Symantec is also included in Symantec’s proxy statement for its 2004 Annual Meeting of Stockholders, which was filed with the SEC on July 30, 2004. Additional information regarding the directors and executive officers of VERITAS is also included in VERITAS’ proxy statement for its 2004 Annual Meeting of Stockholders, which was filed with the SEC on July 21, 2004. These documents are available free of charge at the SEC’s web site at www.sec.gov and from Investor Relations at Symantec and VERITAS as described above.

Item 9.01. Financial Statements and Exhibits.

  (c)   Exhibits.
     
Exhibit No.
  Description
99.01
  Joint Press Release of VERITAS Software Corporation and Symantec Corporation, issued on December 16, 2004

 


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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
Date: December 16, 2004   VERITAS SOFTWARE CORPORATION
 
       
  By:   /s/ Edward Malysz
     
 
  Name:   Edward Malysz
  Title:   Vice President, Corporate Legal Services and Assistant Secretary

 


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EXHIBIT INDEX

     
Exhibit No.
  Description
99.01
  Joint Press Release of VERITAS Software Corporation and Symantec Corporation, issued on December 16, 2004