<PAGE>   1
    As filed with the Securities and Exchange Commission on August 30, 1999
                                                    Registration No. 333-_______

--------------------------------------------------------------------------------

                       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 of Incorporation)                 (I.R.S. Employer Identification No.)

                            ------------------------
                              1600 PLYMOUTH STREET

                         MOUNTAIN VIEW, CALIFORNIA 94043
           (Address of Principal Executive Office, Including Zip Code)

                            ------------------------
                   OPTIONS TO PURCHASE COMMON STOCK ASSUMED BY
               REGISTRANT PURSUANT TO AN ASSET PURCHASE AGREEMENT
                             WITH NUVIEW, INC. DATED
                                 AUGUST 10, 1999
                            (Full Title of the Plans)

                            ------------------------
                                   MARK LESLIE
                             CHIEF EXECUTIVE OFFICER
                          VERITAS SOFTWARE CORPORATION
                              1600 PLYMOUTH STREET
                         MOUNTAIN VIEW, CALIFORNIA 94043
                                 (650) 335-8000
            (Name, Address and Telephone Number of Agent for Service)

                            ------------------------
                                   Copies to:
                              HORACE L. NASH, ESQ.
                            LEONARD J. AUGUSTINE, JR.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                           PALO ALTO, CALIFORNIA 94306
                                 (650) 494-0600

                            ------------------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                Amount       Proposed Maximum  Proposed Maximum
   Title of Securities to        to be        Offering Price  Aggregate Offering     Amount of
        be Registered         Registered        Per Share            Price        Registration Fee
--------------------------------------------------------------------------------------------------
<S>                           <C>            <C>              <C>                 <C>
  Common Stock, $0.001 par      37,652           16.91(1)          $636,695            $177
  value
</TABLE>

(1)     Weighted average per share exercise price of outstanding options issued
        in exchange for options granted under the NuView, Inc. 1998 Stock
        Option/Stock Issuance Plan, determined pursuant to Rule 457(h)(1) for
        the purpose of calculating the registration fee.


<PAGE>   2
PART II. INFORMATION NOT 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 prospectus filed as of August 10, 1999 (Reg.
                No. 333-83777) pursuant to Rule 424(b) under the Securities Act
                of 1933, as amended (the "Securities Act"), containing audited
                financial statements for the Registrant's latest fiscal year for
                which such statements have been filed.

        (b)     The Registrant's reports filed pursuant to Section 13(a) or
                15(d) of the Exchange Act of 1934, as amended (the "Exchange
                Act") since the end of the fiscal year covered by the August 27
                Prospectus: a Quarterly Report on Form 10-Q for the quarter
                ended June 30, 1999 filed with the Commission as of August 16,
                1999 and Current Reports on Form 8-K filed with the Commission
                as of June 14, 1999 (and amended on August 13, 1999), June 30,
                1999, July 27, 1999, and August 20, 1999.

        (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 as of 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.

        Not Applicable

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.


                                      II-1
<PAGE>   3
        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 bylaws authorize the Board of Directors to cause the Registrant to
enter into indemnification contracts with directors, officers, employees and
agents of the Registrant, and certain other persons. The Registrant has entered
into indemnification agreements with each of its current directors and executive
officers to give such directors and officers additional contractual assurances
regarding the scope of the indemnification set forth in the Registrant's
restated certificate of incorporation and to provide additional procedural
protections.

        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 acquisitions by the Registrant of the Seagate
Software, Inc. Network & Storage Management Group business 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. These covenants are contained in the Amended and
Restated Agreement and Plan of Reorganization attached as Appendix A to
Registrant's Registration Statement on Form S-4 filed with the Commission as of
April 19, 1999 (Reg. No. 333-76531) and subsequent amendments (the "April S-4")
under the heading "Indemnification and Insurance - VERITAS" and in the Amended
and Restated Combination Agreement attached as Appendix G to the April S-4 under
the heading "Indemnification."

        The Registrant maintains a directors and officers liability insurance
policy.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable

ITEM 8. EXHIBITS.

        4.01    NuView, Inc. 1998 Stock Option/Stock Issuance Plan.

        5.01    Opinion of Fenwick & West LLP.

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

        23.02   Consent of Ernst & Young LLP, independent auditors.

        24.01   Power of Attorney (see page II-4).


                                      II-2
<PAGE>   4
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 to include any material
                        information with respect to the plan of distribution not
                        previously disclosed in this Registration Statement or
                        any material change to such information in this
                        Registration Statement.

                (2)     That, for the purpose of determining any liability under
                        the Securities Act of 1933, 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 this 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 discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the 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 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.


                                      II-3
<PAGE>   5
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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, County of Santa Clara, State of
California, on the 30th day of August, 1999.

                                   VERITAS SOFTWARE CORPORATION

                                   By: /s/ MARK LESLIE
                                       ---------------------------
                                       Mark Leslie

                                       Chief Executive Officer and

                                       Chairman of the Board

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Mark Leslie, Ken 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.


                                      II-4
<PAGE>   6
        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:

                                         Chief Executive Officer and Chairman   August 30, 1999
/s/ MARK LESLIE                          of the Board
-------------------------------------
Mark Leslie


PRINCIPAL FINANCIAL AND PRINCIPAL
ACCOUNTING OFFICER:

                                         Senior Vice President, Finance and     August 30, 1999
/s/ KENNETH LONCHAR                      Chief Financial Officer
-------------------------------------
Kenneth Lonchar


ADDITIONAL DIRECTORS:

/s/ FRED VAN DEN BOSCH                   Director                               August 30, 1999
-------------------------------------
Fred van den Bosch

/s/ STEVEN BROOKS                        Director                               August 30, 1999
-------------------------------------
Steven Brooks

/s/ TERENCE R. CUNNINGHAM                Director                               August 27, 1999
-------------------------------------
Terence R. Cunningham

                                         Director                               _____ ___, 1999
-------------------------------------
William H. Janeway

                                         Director                               _____ ___, 1999
-------------------------------------
Gregory B. Kerfoot

/s/ STEPHEN J. LUCZO                     Director                               August 30, 1999
-------------------------------------
Stephen J. Luczo

/s/ JOSEPH D. RIZZI                      Director                               August 30, 1999
-------------------------------------
Joseph D. Rizzi

/s/ GEOFFREY W. SQUIRE                   Director                               August 30, 1999
-------------------------------------
Geoffrey W. Squire
</TABLE>


                                      II-5
<PAGE>   7
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
     Exhibit No.                         Description
     -----------                         -----------
<S>               <C>
        4.01      NuView, Inc. 1998 Stock Option/Stock Issuance Plan.

        5.01      Opinion of Fenwick & West LLP.

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

        23.02     Consent of Ernst & Young LLP, independent auditors.

        24.01     Power of Attorney (see page II-4).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18371}]
{"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": "333-86179", "film-number": "99703006"}, "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"}}
1
    As filed with the Securities and Exchange Commission on August 30, 1999
                                                    Registration No. 333-_______

--------------------------------------------------------------------------------

                       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 of Incorporation)                 (I.R.S. Employer Identification No.)

                            ------------------------
                              1600 PLYMOUTH STREET

                         MOUNTAIN VIEW, CALIFORNIA 94043
           (Address of Principal Executive Office, Including Zip Code)

                            ------------------------
                   OPTIONS TO PURCHASE COMMON STOCK ASSUMED BY
               REGISTRANT PURSUANT TO AN ASSET PURCHASE AGREEMENT
                             WITH NUVIEW, INC. DATED
                                 AUGUST 10, 1999
                            (Full Title of the Plans)

                            ------------------------
                                   MARK LESLIE
                             CHIEF EXECUTIVE OFFICER
                          VERITAS SOFTWARE CORPORATION
                              1600 PLYMOUTH STREET
                         MOUNTAIN VIEW, CALIFORNIA 94043
                                 (650) 335-8000
            (Name, Address and Telephone Number of Agent for Service)

                            ------------------------
                                   Copies to:
                              HORACE L. NASH, ESQ.
                            LEONARD J. AUGUSTINE, JR.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                           PALO ALTO, CALIFORNIA 94306
                                 (650) 494-0600

                            ------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------
                                Amount       Proposed Maximum  Proposed Maximum
   Title of Securities to        to be        Offering Price  Aggregate Offering     Amount of
        be Registered         Registered        Per Share            Price        Registration Fee
--------------------------------------------------------------------------------------------------
Common Stock, $0.001 par      37,652           16.91(1)          $636,695            $177
  value
(1)     Weighted average per share exercise price of outstanding options issued
        in exchange for options granted under the NuView, Inc. 1998 Stock
        Option/Stock Issuance Plan, determined pursuant to Rule 457(h)(1) for
        the purpose of calculating the registration fee.
2
PART II. INFORMATION NOT 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 prospectus filed as of August 10, 1999 (Reg.
                No. 333-83777) pursuant to Rule 424(b) under the Securities Act
                of 1933, as amended (the "Securities Act"), containing audited
                financial statements for the Registrant's latest fiscal year for
                which such statements have been filed.

        (b)     The Registrant's reports filed pursuant to Section 13(a) or
                15(d) of the Exchange Act of 1934, as amended (the "Exchange
                Act") since the end of the fiscal year covered by the August 27
                Prospectus: a Quarterly Report on Form 10-Q for the quarter
                ended June 30, 1999 filed with the Commission as of August 16,
                1999 and Current Reports on Form 8-K filed with the Commission
                as of June 14, 1999 (and amended on August 13, 1999), June 30,
                1999, July 27, 1999, and August 20, 1999.

        (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 as of 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.

        Not Applicable

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.

                                      II-1
3
        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 bylaws authorize the Board of Directors to cause the Registrant to
enter into indemnification contracts with directors, officers, employees and
agents of the Registrant, and certain other persons. The Registrant has entered
into indemnification agreements with each of its current directors and executive
officers to give such directors and officers additional contractual assurances
regarding the scope of the indemnification set forth in the Registrant's
restated certificate of incorporation and to provide additional procedural
protections.

        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 acquisitions by the Registrant of the Seagate
Software, Inc. Network & Storage Management Group business 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. These covenants are contained in the Amended and
Restated Agreement and Plan of Reorganization attached as Appendix A to
Registrant's Registration Statement on Form S-4 filed with the Commission as of
April 19, 1999 (Reg. No. 333-76531) and subsequent amendments (the "April S-4")
under the heading "Indemnification and Insurance - VERITAS" and in the Amended
and Restated Combination Agreement attached as Appendix G to the April S-4 under
the heading "Indemnification."

        The Registrant maintains a directors and officers liability insurance
policy.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable

ITEM 8. EXHIBITS.

        4.01    NuView, Inc. 1998 Stock Option/Stock Issuance Plan.

        5.01    Opinion of Fenwick & West LLP.

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

        23.02   Consent of Ernst & Young LLP, independent auditors.

        24.01   Power of Attorney (see page II-4).

                                      II-2
4
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 to include any material
                        information with respect to the plan of distribution not
                        previously disclosed in this Registration Statement or
                        any material change to such information in this
                        Registration Statement.

                (2)     That, for the purpose of determining any liability under
                        the Securities Act of 1933, 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 this 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 discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the 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 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.

                                      II-3
5
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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, County of Santa Clara, State of
California, on the 30th day of August, 1999.

                                   VERITAS SOFTWARE CORPORATION

                                   By: /s/ MARK LESLIE
                                       ---------------------------
                                       Mark Leslie

                                       Chief Executive Officer and

                                       Chairman of the Board

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Mark Leslie, Ken 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.

                                      II-4
6
        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:

                                         Chief Executive Officer and Chairman   August 30, 1999
/s/ MARK LESLIE                          of the Board
-------------------------------------
Mark Leslie

PRINCIPAL FINANCIAL AND PRINCIPAL
ACCOUNTING OFFICER:

                                         Senior Vice President, Finance and     August 30, 1999
/s/ KENNETH LONCHAR                      Chief Financial Officer
-------------------------------------
Kenneth Lonchar

ADDITIONAL DIRECTORS:

/s/ FRED VAN DEN BOSCH                   Director                               August 30, 1999
-------------------------------------
Fred van den Bosch

/s/ STEVEN BROOKS                        Director                               August 30, 1999
-------------------------------------
Steven Brooks

/s/ TERENCE R. CUNNINGHAM                Director                               August 27, 1999
-------------------------------------
Terence R. Cunningham

                                         Director                               _____ ___, 1999
-------------------------------------
William H. Janeway

                                         Director                               _____ ___, 1999
-------------------------------------
Gregory B. Kerfoot

/s/ STEPHEN J. LUCZO                     Director                               August 30, 1999
-------------------------------------
Stephen J. Luczo

/s/ JOSEPH D. RIZZI                      Director                               August 30, 1999
-------------------------------------
Joseph D. Rizzi

/s/ GEOFFREY W. SQUIRE                   Director                               August 30, 1999
-------------------------------------
Geoffrey W. Squire
II-5
7
                                  EXHIBIT INDEX
Exhibit No.                         Description
     -----------                         -----------
4.01      NuView, Inc. 1998 Stock Option/Stock Issuance Plan.

        5.01      Opinion of Fenwick & West LLP.

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

        23.02     Consent of Ernst & Young LLP, independent auditors.

        24.01     Power of Attorney (see page II-4).