content: <PAGE>
   
                       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)   October 5, 1998
                                                   -------------------------------
  
  
                            SEAGATE TECHNOLOGY, INC.
  --------------------------------------------------------------------------------
           (Exact Name of the Registrant as Specified in Its Charter)
  
  
                                    Delaware
  --------------------------------------------------------------------------------
                   (State or Other Jurisdiction of Incorporation)
  
  
             001-11403                                       94-2612933    
  ------------------------------------      --------------------------------------
       (Commission File Number)              (I.R.S. Employer Identification No.)
  
  
       920 Disc Drive, Scotts Valley, California                  95066
  --------------------------------------------------------------------------------
       (Address of Principal Executive Offices)                 (Zip Code)
  
  
                                 (831) 438-6550
  --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)
  
  
  --------------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  
                                        -2-
  <PAGE>
   
  Item 5.    OTHER EVENTS.
             ------------ 
  
          Seagate Technology, Inc. ("STI"), its Seagate Software, Inc. ("SSI")
  subsidiary and Seagate Software Network & Storage Management Group, Inc.
  ("NSMG"), a wholly owned subsidiary of SSI, announced on October 5, 1998 that
  they had entered into an Agreement and Plan of Reorganization (the "Plan") as
  of such date with Veritas Holding Corporation ("Newco") and Veritas Software
  Corporation ("VERITAS"), which provides for (i) the contribution by SSI, STI
  and certain of their respective subsidiaries to Newco of (a) the outstanding
  stock of NSMG and certain other subsidiaries of SSI, and (b) those assets used
  primarily in the network storage management business of SSI (the "NSMG
  Business"), in consideration for the issuance of shares of Common Stock of
  Newco to SSI and the offer by Newco to grant options to purchase Common Stock
  of Newco to certain SSI employees who become employees of Newco or its
  subsidiaries in exchange for cancellation by such employees of their
  respective options to purchase Common Stock of SSI (the "Seagate Transaction")
  and (ii) the merger of a wholly owned subsidiary of Newco with and into
  VERITAS and the assumption and conversion of all outstanding VERITAS
  securities, on a share for share basis, into Newco securities having identical
  rights, preferences and privileges, including convertible debentures of
  VERITAS which will become convertible into Common Stock of Newco on the same
  basis as they are currently convertible into VERITAS Common Stock (the
  "Veritas Merger"). As part of the Seagate Transaction, Newco will also assume
  certain liabilities of the NSMG Business. The Seagate Transaction is
  structured to qualify as a tax-free exchange and the Veritas Merger is
  structured to qualify as a tax-free reorganization for federal income tax
  purposes. The Seagate Transaction will be accounted for as a purchase.
  
          Upon consummation of the Seagate Transaction, Newco shall issue a number
  of shares of Common Stock to SSI equal to approximately 40% of the fully
  diluted Common Stock equivalent equity interests in Newco (assuming conversion
  of all convertible securities, including the VERITAS convertible debentures,
  and exercise of all assumed options and warrants) less that number of shares
  of Newco Common Stock issuable upon exercise of Newco options issued to SSI
  employees in exchange for their outstanding options to purchase shares of SSI
  Common Stock. Upon consummation of the Veritas Merger, the former security
  holders of VERITAS will be issued Newco securities representing approximately
  60% of the fully diluted Common Stock equivalent equity interests in Newco.
  
          The Veritas Merger and the Seagate Transaction are subject to a number
  of conditions, including but not limited to the effectiveness of a Registration
  Statement on Form S-4 to be filed by Newco with the Securities and Exchange
  Commission, approval by the stockholders of VERITAS and SSI, the expiration or
  termination of the waiting period (and any extension thereof) under the Hart-
  Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary
  closing conditions.
  
          Certain affiliates of VERITAS, holding an aggregate of approximately
  19% of the outstanding Common Stock of VERITAS, have entered into a Voting
  Agreement with SSI agreeing to vote in favor of the Veritas Merger at any
  meeting of the stockholders of VERITAS held for such purpose.
  
                                        -3-
  <PAGE>
   
          Contemporaneously with the execution of the Plan, STI entered into a
  Development and License Agreement with   Newco and VERITAS (the "Development
  Agreement") which will become effective upon the closing of the Plan.  The
  Development Agreement provides for the grant to STI of a non-exclusive worldwide
  license of VERITAS software products, including the software products of the
  NSMG Business, for internal use, modification and preparation of derivative
  works by STI and for distribution by STI to end-users and distributors, subject
  to certain limitations and further provides for co-operative marketing efforts
  by the parties.  STI will pay royalties to VERITAS with respect to the
  distribution of such products.  The Development Agreement further provides for
  the development by VERITAS of new products or technologies, additional features
  or enhancements to the VERITAS software products requested by STI.  The initial
  term of the Development Agreement will be ten years, with automatic renewal of
  such agreement on an annual basis thereafter absent notice of termination from
  either party.
  
          In addition, Seagate Software Information and Management Group, Inc.,
  a subsidiary of SSI ("IMG") entered into a Cross-License and OEM Agreement (the
  "Cross-License Agreement") with Newco and VERITAS that will become effective
  upon the closing of the Plan and provides for the grant to IMG of a non-
  exclusive worldwide license of VERITAS software products, including the NSMG
  Business products, for internal use, modification and preparation of derivative
  works by IMG and for distribution by IMG to end-users and distributors, subject
  to certain limitations.  IMG will pay royalties to VERITAS with respect to the
  distribution of certain of such products.  IMG will also license a restricted
  version of IMG's Crystal Reports software product to VERITAS on a royalty-free
  basis for distribution when bundled with, or incorporated into, a product of the
  NSMG Business.  The Cross-License Agreement further provides for the development
  by VERITAS of  new products or technologies, additional features or enhancements
  to the VERITAS software products requested by IMG.  The initial term of the
  Cross-License Agreement will be three years, with automatic renewal of such
  agreement on an annual basis thereafter absent notice of termination from either
  party.
  
          Upon closing of the Plan, it is anticipated that STI, SSI, VERITAS
  and/or Newco will also enter into the following definitive agreements:
  
          (i)    Newco will enter into employment agreements with certain key
                 employees of VERITAS and certain key SSI employees involved in
                 the NSMG Business who have agreed to become employed by Newco;
  
          (ii)   SSI will enter into a registration rights agreement with Newco
                 providing for certain registration rights of SSI with respect
                 to the Newco Common Stock issued to SSI in the Seagate
                 Transaction;
  
          (iii)  STI and SSI will enter into a stockholder agreement with Newco
                 providing for (a) restrictions on the transfer of Newco Common
                 Stock by SSI, (b) provisions relating to the purchase of
                 additional shares of Newco Common Stock by SSI 
  
                                        -4-
  <PAGE>
   
                 and STI, (c) restrictions on the voting rights of SSI and (d)
                 nomination by STI of representatives to be elected to Newco's
                 Board of Directors; and
  
          (iv)   STI and SSI will enter into a Transition Services and
                 Facilities Use Agreement with Newco under which certain
                 services will be provided to Newco with respect to the
                 transition of the NSMG Business.
  
          Available Information.  Statements made in this Current Report on 
          ---------------------                                                   
  Form 8-K concerning the contents of any contract or other document are not
  necessarily complete. With respect to each contract or other document filed as
  an exhibit hereto, reference is hereby made to that document for a more
  complete description of the matter involved and each such statement is hereby
  qualified in its entirety by such reference.
  
  Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
          --------------------------------- 
  
             (c) Exhibits
  
             Exhibit
             Number             Description
             ------             -----------
  
             2.1                Agreement and Plan of Reorganization among
                                Veritas Holding Corporation, Veritas Software
                                Corporation, Seagate Technology, Inc., Seagate
                                Software, Inc. and Seagate Software Network &
                                Storage Management Group, Inc. dated as of
                                October 5, 1998.
  
                                        -5-
  <PAGE>
   
                                   SIGNATURES
  
  
          Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
  Dated:  October  20, 1998
                                        SEAGATE TECHNOLOGY, INC.
  
  
                                        By:  /s/ Thomas F. Mulvaney
                                           ---------------------------------------
                                        Thomas F. Mulvaney
                                        Senior Vice President, General
                                        Counsel and Corporate Secretary
  
  
                                        -6-
  <PAGE>
   
                            SEAGATE TECHNOLOGY, INC.
  
                                   FORM 8-K
  
                               INDEX TO EXHIBITS
  
  
  
         Exhibit
         Number                 Exhibit Title
         ------                 -------------
  
         2.1                    Agreement and Plan of Reorganization among
                                Veritas Holding Corporation, Veritas Software
                                Corporation, Seagate Technology, Inc., Seagate
                                Software, Inc. and Seagate Software Network &
                                Storage Management Group, Inc. dated as of
                                October 5, 1998.
  
                                        -7-
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metadata_filer: {"company-data": {"conformed-name": "SEAGATE TECHNOLOGY INC", "cik": "0000354952", "assigned-sic": "3572", "irs-number": "942612933", "state-of-incorporation": "DE", "fiscal-year-end": "0628"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11403", "film-number": "98728077"}, "business-address": {"street1": "920 DISC DR", "city": "SCOTTS VALLEY", "state": "CA", "zip": "95066", "phone": "4084386550"}, "mail-address": {"street1": "920 DISC DRIVE", "city": "SCOTTS VALLEY", "state": "CA", "zip": "95066"}}
text: 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)   October 5, 1998
                                                   -------------------------------
  
                            SEAGATE TECHNOLOGY, INC.
  --------------------------------------------------------------------------------
           (Exact Name of the Registrant as Specified in Its Charter)
  
                                    Delaware
  --------------------------------------------------------------------------------
                   (State or Other Jurisdiction of Incorporation)
  
             001-11403                                       94-2612933    
  ------------------------------------      --------------------------------------
       (Commission File Number)              (I.R.S. Employer Identification No.)
  
       920 Disc Drive, Scotts Valley, California                  95066
  --------------------------------------------------------------------------------
       (Address of Principal Executive Offices)                 (Zip Code)
  
                                 (831) 438-6550
  --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)
  
  --------------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  
                                        -2-
  Item 5.    OTHER EVENTS.
             ------------ 
  
          Seagate Technology, Inc. ("STI"), its Seagate Software, Inc. ("SSI")
  subsidiary and Seagate Software Network & Storage Management Group, Inc.
  ("NSMG"), a wholly owned subsidiary of SSI, announced on October 5, 1998 that
  they had entered into an Agreement and Plan of Reorganization (the "Plan") as
  of such date with Veritas Holding Corporation ("Newco") and Veritas Software
  Corporation ("VERITAS"), which provides for (i) the contribution by SSI, STI
  and certain of their respective subsidiaries to Newco of (a) the outstanding
  stock of NSMG and certain other subsidiaries of SSI, and (b) those assets used
  primarily in the network storage management business of SSI (the "NSMG
  Business"), in consideration for the issuance of shares of Common Stock of
  Newco to SSI and the offer by Newco to grant options to purchase Common Stock
  of Newco to certain SSI employees who become employees of Newco or its
  subsidiaries in exchange for cancellation by such employees of their
  respective options to purchase Common Stock of SSI (the "Seagate Transaction")
  and (ii) the merger of a wholly owned subsidiary of Newco with and into
  VERITAS and the assumption and conversion of all outstanding VERITAS
  securities, on a share for share basis, into Newco securities having identical
  rights, preferences and privileges, including convertible debentures of
  VERITAS which will become convertible into Common Stock of Newco on the same
  basis as they are currently convertible into VERITAS Common Stock (the
  "Veritas Merger"). As part of the Seagate Transaction, Newco will also assume
  certain liabilities of the NSMG Business. The Seagate Transaction is
  structured to qualify as a tax-free exchange and the Veritas Merger is
  structured to qualify as a tax-free reorganization for federal income tax
  purposes. The Seagate Transaction will be accounted for as a purchase.
  
          Upon consummation of the Seagate Transaction, Newco shall issue a number
  of shares of Common Stock to SSI equal to approximately 40% of the fully
  diluted Common Stock equivalent equity interests in Newco (assuming conversion
  of all convertible securities, including the VERITAS convertible debentures,
  and exercise of all assumed options and warrants) less that number of shares
  of Newco Common Stock issuable upon exercise of Newco options issued to SSI
  employees in exchange for their outstanding options to purchase shares of SSI
  Common Stock. Upon consummation of the Veritas Merger, the former security
  holders of VERITAS will be issued Newco securities representing approximately
  60% of the fully diluted Common Stock equivalent equity interests in Newco.
  
          The Veritas Merger and the Seagate Transaction are subject to a number
  of conditions, including but not limited to the effectiveness of a Registration
  Statement on Form S-4 to be filed by Newco with the Securities and Exchange
  Commission, approval by the stockholders of VERITAS and SSI, the expiration or
  termination of the waiting period (and any extension thereof) under the Hart-
  Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary
  closing conditions.
  
          Certain affiliates of VERITAS, holding an aggregate of approximately
  19% of the outstanding Common Stock of VERITAS, have entered into a Voting
  Agreement with SSI agreeing to vote in favor of the Veritas Merger at any
  meeting of the stockholders of VERITAS held for such purpose.
  
                                        -3-
  Contemporaneously with the execution of the Plan, STI entered into a
  Development and License Agreement with   Newco and VERITAS (the "Development
  Agreement") which will become effective upon the closing of the Plan.  The
  Development Agreement provides for the grant to STI of a non-exclusive worldwide
  license of VERITAS software products, including the software products of the
  NSMG Business, for internal use, modification and preparation of derivative
  works by STI and for distribution by STI to end-users and distributors, subject
  to certain limitations and further provides for co-operative marketing efforts
  by the parties.  STI will pay royalties to VERITAS with respect to the
  distribution of such products.  The Development Agreement further provides for
  the development by VERITAS of new products or technologies, additional features
  or enhancements to the VERITAS software products requested by STI.  The initial
  term of the Development Agreement will be ten years, with automatic renewal of
  such agreement on an annual basis thereafter absent notice of termination from
  either party.
  
          In addition, Seagate Software Information and Management Group, Inc.,
  a subsidiary of SSI ("IMG") entered into a Cross-License and OEM Agreement (the
  "Cross-License Agreement") with Newco and VERITAS that will become effective
  upon the closing of the Plan and provides for the grant to IMG of a non-
  exclusive worldwide license of VERITAS software products, including the NSMG
  Business products, for internal use, modification and preparation of derivative
  works by IMG and for distribution by IMG to end-users and distributors, subject
  to certain limitations.  IMG will pay royalties to VERITAS with respect to the
  distribution of certain of such products.  IMG will also license a restricted
  version of IMG's Crystal Reports software product to VERITAS on a royalty-free
  basis for distribution when bundled with, or incorporated into, a product of the
  NSMG Business.  The Cross-License Agreement further provides for the development
  by VERITAS of  new products or technologies, additional features or enhancements
  to the VERITAS software products requested by IMG.  The initial term of the
  Cross-License Agreement will be three years, with automatic renewal of such
  agreement on an annual basis thereafter absent notice of termination from either
  party.
  
          Upon closing of the Plan, it is anticipated that STI, SSI, VERITAS
  and/or Newco will also enter into the following definitive agreements:
  
          (i)    Newco will enter into employment agreements with certain key
                 employees of VERITAS and certain key SSI employees involved in
                 the NSMG Business who have agreed to become employed by Newco;
  
          (ii)   SSI will enter into a registration rights agreement with Newco
                 providing for certain registration rights of SSI with respect
                 to the Newco Common Stock issued to SSI in the Seagate
                 Transaction;
  
          (iii)  STI and SSI will enter into a stockholder agreement with Newco
                 providing for (a) restrictions on the transfer of Newco Common
                 Stock by SSI, (b) provisions relating to the purchase of
                 additional shares of Newco Common Stock by SSI 
  
                                        -4-
  and STI, (c) restrictions on the voting rights of SSI and (d)
                 nomination by STI of representatives to be elected to Newco's
                 Board of Directors; and
  
          (iv)   STI and SSI will enter into a Transition Services and
                 Facilities Use Agreement with Newco under which certain
                 services will be provided to Newco with respect to the
                 transition of the NSMG Business.
  
          Available Information.  Statements made in this Current Report on 
          ---------------------                                                   
  Form 8-K concerning the contents of any contract or other document are not
  necessarily complete. With respect to each contract or other document filed as
  an exhibit hereto, reference is hereby made to that document for a more
  complete description of the matter involved and each such statement is hereby
  qualified in its entirety by such reference.
  
  Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
          --------------------------------- 
  
             (c) Exhibits
  
             Exhibit
             Number             Description
             ------             -----------
  
             2.1                Agreement and Plan of Reorganization among
                                Veritas Holding Corporation, Veritas Software
                                Corporation, Seagate Technology, Inc., Seagate
                                Software, Inc. and Seagate Software Network &
                                Storage Management Group, Inc. dated as of
                                October 5, 1998.
  
                                        -5-
  SIGNATURES
  
          Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  Dated:  October  20, 1998
                                        SEAGATE TECHNOLOGY, INC.
  
                                        By:  /s/ Thomas F. Mulvaney
                                           ---------------------------------------
                                        Thomas F. Mulvaney
                                        Senior Vice President, General
                                        Counsel and Corporate Secretary
  
                                        -6-
  SEAGATE TECHNOLOGY, INC.
  
                                   FORM 8-K
  
                               INDEX TO EXHIBITS
  
         Exhibit
         Number                 Exhibit Title
         ------                 -------------
  
         2.1                    Agreement and Plan of Reorganization among
                                Veritas Holding Corporation, Veritas Software
                                Corporation, Seagate Technology, Inc., Seagate
                                Software, Inc. and Seagate Software Network &
                                Storage Management Group, Inc. dated as of
                                October 5, 1998.
  
                                        -7-