<PAGE>

    As filed with the Securities and Exchange Commission on January 16, 2002

                                                    Registration No. 333-
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
             Registration Statement Under The Securities Act Of 1933

                                   ----------

                          VERITAS SOFTWARE CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


         DELAWARE                                               77-0507675
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)


                                350 ELLIS STREET
                         MOUNTAIN VIEW, CALIFORNIA 94043
                    (Address of Principal Executive Offices)

           1997 INCENTIVE EQUITY PLAN OF THE KERNEL GROUP INCORPORATED
                            (Full Title of the Plan)

                                   ----------

                                  GARY L. BLOOM
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          VERITAS SOFTWARE CORPORATION

                                350 ELLIS STREET
                         MOUNTAIN VIEW, CALIFORNIA 94043
                                 (650) 527-8000
            (Name, Address and Telephone Number of Agent for Service)

                                   ----------

                                   COPIES TO:
                              Horace L. Nash, Esq.
                            Nicholas S. Khadder, Esq.
                              Alexandra Shin, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================================
     TITLE OF SECURITIES          AMOUNT TO BE        PROPOSED MAXIMUM           PROPOSED MAXIMUM           AMOUNT OF
      TO BE REGISTERED             REGISTERED     OFFERING PRICE PER SHARE    AGGREGATE OFFERING PRICE   REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>                      <C>                        <C>
Common Stock,                    28,177 Shares(1)         $13.08(2)                $368,555.16(2)              $89(3)
  $0.001 par value per share
==========================================================================================================================
</TABLE>

(1)  Represents the number of shares subject to options assumed from The Kernel
     Group Incorporated, a Delaware corporation, which Registrant acquired on
     December 28, 2001.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee in accordance with Rule 457(h)(1) of the Securities Act of
     1933, as amended (the "Securities Act"), based on the weighted average per
     share exercise price of the options assumed by the Registrant.

(3)  Fee calculated pursuant to Section 6(b) of the Securities Act.

================================================================================

<PAGE>


                          VERITAS SOFTWARE CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

        (a)     The Registrant's latest annual report on Form 10-K filed
                pursuant to Section 13 or 15(d) of the Securities Exchange Act
                of 1934, as amended (the "Exchange Act") which contains audited
                financial statements for the Registrant's latest fiscal year.

        (b)     All other reports filed pursuant to Sections 13(a) or 15(d) of
                the Exchange Act since the end of the fiscal year covered by the
                annual report or prospectus referred to in (a) above.

        (c)     The description of the Registrant's Common Stock incorporated by
                reference in the Registrant's Registration Statement on Form 8-A
                filed with the Commission under Section 12 of the Securities
                Exchange Act on June 2, 1999, including any amendment or report
                filed for the purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Registrant by Fenwick & West LLP, of Palo
Alto, California. Attorneys at Fenwick & West LLP beneficially own approximately
12,250 shares of VERITAS common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.

        As permitted by the Delaware General Corporation Law, the Registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under section 174 of the Delaware General Corporation Law (regarding
unlawful dividends and stock purchases) or (iv) for any transaction from which
the director derived an improper personal benefit.

<PAGE>

        As permitted by the Delaware General Corporation Law, the bylaws of the
Registrant provide that (i) the Registrant is required to indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law, subject to certain very limited exceptions, (ii) the Registrant
is required to advance expenses, as incurred, to its directors and officers in
connection with a legal proceeding to the fullest extent permitted by the
Delaware General Corporation Law, subject to certain very limited exceptions and
(iii) the rights conferred in the bylaws are not exclusive.

        The Registrant's policy is to enter into indemnity agreements with each
of its directors and officers. The indemnity agreements provide that directors
and officers will be indemnified from and against all expenses (including
attorneys' fees), liabilities, losses, judgments, fines, ERISA excise taxes or
penalties and settlement amounts, any interest or charges imposed thereon, and
any taxes imposed as a result of the receipt of any payments under the indemnity
agreements, paid or reasonably incurred by such directors and officers in any
action, suit or proceeding, or any inquiry, hearing or investigation that might
lead to an action, suit or proceeding, on account of their services as a
director, officer or other agent of the Registrant or a predecessor corporation,
or as directors, officers or other agents of any other entity when they are
serving in such capacities at the request of the Registrant. The Registrant will
not be obligated pursuant to the agreements to indemnify or advance expenses to
an indemnified party (i) with respect to proceedings or claims initiated by the
indemnified party against the Registrant or any director or officer of
Registrant unless the Registrant has joined in, and except with respect to a
proceeding authorized by the Board of Directors and successful proceedings
brought to enforce a right to indemnification and/or advancement of expenses
under the indemnity agreements; (ii) for any amounts paid in settlement of a
proceeding unless the Registrant consents to such settlement; (iii) with respect
to any judicial award if the Registrant was not given reasonable and timely
opportunity to participate in the defense of such proceeding; or (iv) for any
acts, omissions, transactions or circumstances for which indemnification is
prohibited by applicable state or federal law.

        The indemnification provisions in the bylaws and the indemnification
agreements entered into between the Registrant and its directors and officers
may be sufficiently broad to permit indemnification of the Registrant's
directors and officers for liabilities arising under the Securities Act. At
present, there is no pending litigation or proceeding involving a director,
officer or employee of the Registrant regarding which indemnification is sought,
nor is the Registrant aware of any threatened litigation that may result in
claims for indemnification.

        In connection with the acquisition by the Registrant of Seagate Software
Network & Storage Management Group, Inc. and TeleBackup Systems Inc., the
Registrant agreed to maintain indemnification provisions in its charter
documents that are identical to provisions contained in the charter documents of
the Registrant's predecessor corporation. The Registrant also agreed to honor in
all respects each of the indemnity agreements that its predecessor entered into
with its officers and directors before the acquisitions whether or not such
persons continue in their positions with the Registrant. In connection with the
Seagate Software Network & Storage Management Group acquisition, the Registrant
agreed to use commercially reasonable efforts to maintain director and officer
liability insurance with coverages similar to the coverages its predecessor
maintained prior to the acquisition for at least six years after the effective
time.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.


<PAGE>

ITEM 8.  EXHIBITS.

        4.01    Registrant's Amended and Restated Certificate of Incorporation
                (incorporated herein by reference to Exhibit 3.01 of the Form
                8-A)

        4.02    Registrant's Certificate of Amendment of Amended and Restated
                Certificate of Incorporation (incorporated herein by reference
                to Exhibit 3.02 of the Form 8-A)

        4.03    Registrant's Certificate of Amendment of Amended and Restated
                Certificate of Incorporation (incorporated herein by reference
                to Exhibit 4.03 of the Registrant's Registration Statement on
                Form S-8 (File No. 333-38460) filed with the Commission on June
                2, 2000)

        4.04    Registrant's Amended and Restated Bylaws (incorporated herein by
                reference to Exhibit 3.04 of the Registrant's Registration
                Statement on Form S-4 (File No. 333-41318) filed with the
                Commission on September 28, 2000)

        4.05    1997 Incentive Equity Plan of The Kernel Group Incorporated (the
                "TKG Plan")

        4.06    TKG Plan Incentive Stock Option Agreement Form 1

        4.07    TKG Plan Incentive Stock Option Agreement Form 2

        4.08    TKG Plan Incentive Stock Option Agreement Form 3

        4.09    TKG Plan Non-Qualified Stock Option Agreement Form

        5.01    Opinion of Fenwick & West LLP

        23.01   Consent of Fenwick & West LLP (included in Exhibit 5.01)

        23.02   Consent of Independent Auditors

        24.01   Power of Attorney (see "Signatures" section of this Registration
                Statement)

ITEM 9.  UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low and high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price


<PAGE>

represent no more than 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement;

               (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereby, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mountain View, State of California, on January
16, 2002.

                                   VERITAS SOFTWARE CORPORATION

                                   By: /s/ Gary L. Bloom
                                       ---------------------------------------
                                       Gary L. Bloom
                                       President and Chief Executive Officer


                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Gary L. Bloom, Kenneth Lonchar and Jay
Jones, and each or any one of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.


<PAGE>

        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
Signature                           Title                              Date
---------                           -----                              ----
<S>                                 <C>                                <C>
PRINCIPAL EXECUTIVE OFFICER:

/s/ Gary L. Bloom                   Chairman of the Board, President   January 16, 2002
----------------------------------  and Chief Executive Officer
Gary L. Bloom


PRINCIPAL FINANCIAL AND PRINCIPAL
ACCOUNTING OFFICER:

/s/ Kenneth Lonchar                 Executive Vice President and       January 16, 2002
----------------------------------  Chief Financial Officer
Kenneth Lonchar


ADDITIONAL DIRECTORS:

/s/ Geoffrey W. Squire              Vice Chairman of the Board         January 16, 2002
----------------------------------
Geoffrey W. Squire

/s/ Fred van den Bosch              Director                           January 16, 2002
----------------------------------
Fred van den Bosch

/s/ Steven Brooks                   Director                           January 16, 2002
----------------------------------
Steven Brooks

/s/ William H. Janeway              Director                           January 16, 2002
----------------------------------
William H. Janeway

/s/ Mark Leslie                     Director                           January 16, 2002
----------------------------------
Mark Leslie

/s/ Stephen J. Luczo                Director                           January 16, 2002
----------------------------------
Stephen J. Luczo

/s/ Joseph D. Rizzi                 Director                           January 16, 2002
----------------------------------
Joseph D. Rizzi
</TABLE>


<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                EXHIBIT TITLE
------                                -------------
<S>     <C>
4.05    1997 Incentive Equity Plan of The Kernel Group Incorporated
        (the "TKG Plan")

4.06    TKG Plan Incentive Stock Option Agreement Form 1

4.07    TKG Plan Incentive Stock Option Agreement Form 2

4.08    TKG Plan Incentive Stock Option Agreement Form 3

4.09    TKG Plan Non-Qualified Stock Option Agreement Form

5.01    Opinion of Fenwick & West LLP

23.01   Consent of Fenwick & West LLP (included in Exhibit 5.01)

23.02   Consent of Independent Auditors

24.01   Power of Attorney (see "Signatures" section of the Registration
        Statement)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f78298s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21278}]
{"company-data": {"conformed-name": "VERITAS SOFTWARE CORP /DE/", "cik": "0001084408", "assigned-sic": "7372", "irs-number": "770507675", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76822", "film-number": "2510846"}, "business-address": {"street1": "1600 PLYMOUTH STREET", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "6503358000"}, "mail-address": {"street1": "1600 PLYMOUTH ST", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}, "former-company": {"former-conformed-name": "VERITAS HOLDING CORP", "date-changed": "19990416"}}
As filed with the Securities and Exchange Commission on January 16, 2002

                                                    Registration No. 333-
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
             Registration Statement Under The Securities Act Of 1933

                                   ----------

                          VERITAS SOFTWARE CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                                               77-0507675
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

                                350 ELLIS STREET
                         MOUNTAIN VIEW, CALIFORNIA 94043
                    (Address of Principal Executive Offices)

           1997 INCENTIVE EQUITY PLAN OF THE KERNEL GROUP INCORPORATED
                            (Full Title of the Plan)

                                   ----------

                                  GARY L. BLOOM
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          VERITAS SOFTWARE CORPORATION

                                350 ELLIS STREET
                         MOUNTAIN VIEW, CALIFORNIA 94043
                                 (650) 527-8000
            (Name, Address and Telephone Number of Agent for Service)

                                   ----------

                                   COPIES TO:
                              Horace L. Nash, Esq.
                            Nicholas S. Khadder, Esq.
                              Alexandra Shin, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

                         CALCULATION OF REGISTRATION FEE
==========================================================================================================================
     TITLE OF SECURITIES          AMOUNT TO BE        PROPOSED MAXIMUM           PROPOSED MAXIMUM           AMOUNT OF
      TO BE REGISTERED             REGISTERED     OFFERING PRICE PER SHARE    AGGREGATE OFFERING PRICE   REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
Common Stock,                    28,177 Shares(1)         $13.08(2)                $368,555.16(2)              $89(3)
  $0.001 par value per share
==========================================================================================================================
(1)  Represents the number of shares subject to options assumed from The Kernel
     Group Incorporated, a Delaware corporation, which Registrant acquired on
     December 28, 2001.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee in accordance with Rule 457(h)(1) of the Securities Act of
     1933, as amended (the "Securities Act"), based on the weighted average per
     share exercise price of the options assumed by the Registrant.

(3)  Fee calculated pursuant to Section 6(b) of the Securities Act.

================================================================================
VERITAS SOFTWARE CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

        (a)     The Registrant's latest annual report on Form 10-K filed
                pursuant to Section 13 or 15(d) of the Securities Exchange Act
                of 1934, as amended (the "Exchange Act") which contains audited
                financial statements for the Registrant's latest fiscal year.

        (b)     All other reports filed pursuant to Sections 13(a) or 15(d) of
                the Exchange Act since the end of the fiscal year covered by the
                annual report or prospectus referred to in (a) above.

        (c)     The description of the Registrant's Common Stock incorporated by
                reference in the Registrant's Registration Statement on Form 8-A
                filed with the Commission under Section 12 of the Securities
                Exchange Act on June 2, 1999, including any amendment or report
                filed for the purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Registrant by Fenwick & West LLP, of Palo
Alto, California. Attorneys at Fenwick & West LLP beneficially own approximately
12,250 shares of VERITAS common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.

        As permitted by the Delaware General Corporation Law, the Registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under section 174 of the Delaware General Corporation Law (regarding
unlawful dividends and stock purchases) or (iv) for any transaction from which
the director derived an improper personal benefit.
As permitted by the Delaware General Corporation Law, the bylaws of the
Registrant provide that (i) the Registrant is required to indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law, subject to certain very limited exceptions, (ii) the Registrant
is required to advance expenses, as incurred, to its directors and officers in
connection with a legal proceeding to the fullest extent permitted by the
Delaware General Corporation Law, subject to certain very limited exceptions and
(iii) the rights conferred in the bylaws are not exclusive.

        The Registrant's policy is to enter into indemnity agreements with each
of its directors and officers. The indemnity agreements provide that directors
and officers will be indemnified from and against all expenses (including
attorneys' fees), liabilities, losses, judgments, fines, ERISA excise taxes or
penalties and settlement amounts, any interest or charges imposed thereon, and
any taxes imposed as a result of the receipt of any payments under the indemnity
agreements, paid or reasonably incurred by such directors and officers in any
action, suit or proceeding, or any inquiry, hearing or investigation that might
lead to an action, suit or proceeding, on account of their services as a
director, officer or other agent of the Registrant or a predecessor corporation,
or as directors, officers or other agents of any other entity when they are
serving in such capacities at the request of the Registrant. The Registrant will
not be obligated pursuant to the agreements to indemnify or advance expenses to
an indemnified party (i) with respect to proceedings or claims initiated by the
indemnified party against the Registrant or any director or officer of
Registrant unless the Registrant has joined in, and except with respect to a
proceeding authorized by the Board of Directors and successful proceedings
brought to enforce a right to indemnification and/or advancement of expenses
under the indemnity agreements; (ii) for any amounts paid in settlement of a
proceeding unless the Registrant consents to such settlement; (iii) with respect
to any judicial award if the Registrant was not given reasonable and timely
opportunity to participate in the defense of such proceeding; or (iv) for any
acts, omissions, transactions or circumstances for which indemnification is
prohibited by applicable state or federal law.

        The indemnification provisions in the bylaws and the indemnification
agreements entered into between the Registrant and its directors and officers
may be sufficiently broad to permit indemnification of the Registrant's
directors and officers for liabilities arising under the Securities Act. At
present, there is no pending litigation or proceeding involving a director,
officer or employee of the Registrant regarding which indemnification is sought,
nor is the Registrant aware of any threatened litigation that may result in
claims for indemnification.

        In connection with the acquisition by the Registrant of Seagate Software
Network & Storage Management Group, Inc. and TeleBackup Systems Inc., the
Registrant agreed to maintain indemnification provisions in its charter
documents that are identical to provisions contained in the charter documents of
the Registrant's predecessor corporation. The Registrant also agreed to honor in
all respects each of the indemnity agreements that its predecessor entered into
with its officers and directors before the acquisitions whether or not such
persons continue in their positions with the Registrant. In connection with the
Seagate Software Network & Storage Management Group acquisition, the Registrant
agreed to use commercially reasonable efforts to maintain director and officer
liability insurance with coverages similar to the coverages its predecessor
maintained prior to the acquisition for at least six years after the effective
time.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.
ITEM 8.  EXHIBITS.

        4.01    Registrant's Amended and Restated Certificate of Incorporation
                (incorporated herein by reference to Exhibit 3.01 of the Form
                8-A)

        4.02    Registrant's Certificate of Amendment of Amended and Restated
                Certificate of Incorporation (incorporated herein by reference
                to Exhibit 3.02 of the Form 8-A)

        4.03    Registrant's Certificate of Amendment of Amended and Restated
                Certificate of Incorporation (incorporated herein by reference
                to Exhibit 4.03 of the Registrant's Registration Statement on
                Form S-8 (File No. 333-38460) filed with the Commission on June
                2, 2000)

        4.04    Registrant's Amended and Restated Bylaws (incorporated herein by
                reference to Exhibit 3.04 of the Registrant's Registration
                Statement on Form S-4 (File No. 333-41318) filed with the
                Commission on September 28, 2000)

        4.05    1997 Incentive Equity Plan of The Kernel Group Incorporated (the
                "TKG Plan")

        4.06    TKG Plan Incentive Stock Option Agreement Form 1

        4.07    TKG Plan Incentive Stock Option Agreement Form 2

        4.08    TKG Plan Incentive Stock Option Agreement Form 3

        4.09    TKG Plan Non-Qualified Stock Option Agreement Form

        5.01    Opinion of Fenwick & West LLP

        23.01   Consent of Fenwick & West LLP (included in Exhibit 5.01)

        23.02   Consent of Independent Auditors

        24.01   Power of Attorney (see "Signatures" section of this Registration
                Statement)

ITEM 9.  UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low and high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price
represent no more than 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement;

               (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereby, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mountain View, State of California, on January
16, 2002.

                                   VERITAS SOFTWARE CORPORATION

                                   By: /s/ Gary L. Bloom
                                       ---------------------------------------
                                       Gary L. Bloom
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Gary L. Bloom, Kenneth Lonchar and Jay
Jones, and each or any one of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                           Title                              Date
---------                           -----                              ----
PRINCIPAL EXECUTIVE OFFICER:

/s/ Gary L. Bloom                   Chairman of the Board, President   January 16, 2002
----------------------------------  and Chief Executive Officer
Gary L. Bloom

PRINCIPAL FINANCIAL AND PRINCIPAL
ACCOUNTING OFFICER:

/s/ Kenneth Lonchar                 Executive Vice President and       January 16, 2002
----------------------------------  Chief Financial Officer
Kenneth Lonchar

ADDITIONAL DIRECTORS:

/s/ Geoffrey W. Squire              Vice Chairman of the Board         January 16, 2002
----------------------------------
Geoffrey W. Squire

/s/ Fred van den Bosch              Director                           January 16, 2002
----------------------------------
Fred van den Bosch

/s/ Steven Brooks                   Director                           January 16, 2002
----------------------------------
Steven Brooks

/s/ William H. Janeway              Director                           January 16, 2002
----------------------------------
William H. Janeway

/s/ Mark Leslie                     Director                           January 16, 2002
----------------------------------
Mark Leslie

/s/ Stephen J. Luczo                Director                           January 16, 2002
----------------------------------
Stephen J. Luczo

/s/ Joseph D. Rizzi                 Director                           January 16, 2002
----------------------------------
Joseph D. Rizzi
EXHIBIT INDEX
EXHIBIT
NUMBER                                EXHIBIT TITLE
------                                -------------
4.05    1997 Incentive Equity Plan of The Kernel Group Incorporated
        (the "TKG Plan")

4.06    TKG Plan Incentive Stock Option Agreement Form 1

4.07    TKG Plan Incentive Stock Option Agreement Form 2

4.08    TKG Plan Incentive Stock Option Agreement Form 3

4.09    TKG Plan Non-Qualified Stock Option Agreement Form

5.01    Opinion of Fenwick & West LLP

23.01   Consent of Fenwick & West LLP (included in Exhibit 5.01)

23.02   Consent of Independent Auditors

24.01   Power of Attorney (see "Signatures" section of the Registration
        Statement)