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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For the Period Ended: December 31, 2003
Commission file number 000-26247
PART I
REGISTRANT INFORMATION
VERITAS SOFTWARE CORPORATION
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Full Name of Registrant
350 Ellis Street
Mountain View, California 94043
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Address of Principal Executive Offices (street and number)
PART II - RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the Registrant seeks relief pursuant to Rule 12b-25 (b), the
following should be completed. (Check if appropriate).
[ ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ ] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form 10-Q, or
portion thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25
(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 11-K, 10-Q, N-SAR or
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant has delayed the filing of its annual report on Form 10-K for
the year ended December 31, 2003, for purposes of (i) restating the Registrant's
financial statements for the years ended December 31, 2001 and December 31, 2002
as a result of an internal investigation that concluded on March 12, 2004, and
(ii) revising its financial statements for the year ended December 31, 2003 to
reflect corrections of prior periods and the settlement of tax audits related to
the Company's 2000 acquisition of Seagate Technology. The Registrant's Form 10-K
could not be filed on March 15, 2004 because an internal investigation was only
recently completed and additional time is necessary to complete the reaudit of
the applicable financial statements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Edwin J. Gillis (650) 527-8000
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Name Area Code Telephone Number
(2) Have all other reports required under Section 13 or 15 (d) of the
Securities and Exchange Act of 1934 or Section 30 or the Investment Act of
1940 during the preceding 12 months or for such shorter period that the
Registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Registrant expects to restate its financial statements for the years ended
December 31, 2001 and 2002, and adjust its previously announced financial
results for the year ended December 31, 2003. On a preliminary basis, the
restatement is expected to (i) decrease 2001 revenues in the range of $1 million
to $5 million and decrease 2001 net loss in the range of $5 million to $10
million from previously reported results, and (ii) increase 2002 revenues in the
range of $5 million to $10 million and decrease 2002 net income in the range of
$5 million to $10 million from previously reported results. In addition, the
Registrant expects that it will decrease 2003 revenues in the range of $10
million to $15 million and decrease 2003 net income in the range of $15 million
to $20 million from previously announced results. The Registrant will also
adjust its previously announced financial
results for 2003 to reflect a settlement finalized by federal taxing authorities
on March 15, 2004 of tax audits related to the Company's 2000 acquisition of
Seagate Technology. The settlement is expected to result in an increase to 2003
net income of approximately $95 million. The combined impact of these
adjustments is expected to increase 2003 net income in the range of $75 million
to $80 million from previously announced results. The foregoing ranges and
amounts represent preliminary estimates and there can be no assurance that
further adjustments will not be required upon completion of the reaudit for
these periods.
This Notification of Late Filing on Form 12b-25 contains forward-looking
statements within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, including statements relating to estimated adjustments to
and the impact on historical financial statements of the Registrant. These
forward-looking statements involve a number of risks and uncertainties,
including: the risk of possible changes in the scope and nature of the reaudit
of the Registrant's financial statements; and uncertainties regarding the extent
to which prior period financial statements will be restated upon completion of
the reaudit. These and other factors could cause our actual results to differ
materially from what we project in our forward-looking statements. For more
information regarding other potential risks and uncertainties, see the "Factors
That May Affect Future Results" section of the Registrant's most recent periodic
reports on Form 10-Q for the quarter ended September 30, 2003 and Form 10-K for
the year ended December 31, 2002, which are on file with the Securities and
Exchange Commission.
VERITAS SOFTWARE CORPORATION
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 16, 2004 By: /s/ Edwin J. Gillis
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Edwin J. Gillis
Executive Vice President
and Chief Financial Officer