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 SOFTWARE, INC.
  --------------------------------------------------------------------------------
           (Exact Name of the Registrant as Specified in Its Charter)
  
  
                                    Delaware
  --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)
  
  
             000-23169                                  77-0397623
  --------------------------------------    --------------------------------------
       (Commission File Number)              (I.R.S. Employer Identification No.)
  
  
       915 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 Software, Inc. ("SSI"), its parent company, Seagate
  Technology, Inc. ("STI") and its Seagate Software Network & Storage Management
  Group, Inc. ("NSMG") subsidiary 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 SOFTWARE, INC.
  
  
                                        By:  /s/ Ellen E. Chamberlain
                                            --------------------------------------
                                        Ellen E. Chamberlain
                                        Senior Vice President, Chief
                                        Financial Officer and Treasurer
  
                                        -6-
  <PAGE>
   
                             SEAGATE SOFTWARE, 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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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 SOFTWARE, INC.
  --------------------------------------------------------------------------------
           (Exact Name of the Registrant as Specified in Its Charter)
  
                                    Delaware
  --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)
  
             000-23169                                  77-0397623
  --------------------------------------    --------------------------------------
       (Commission File Number)              (I.R.S. Employer Identification No.)
  
       915 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 Software, Inc. ("SSI"), its parent company, Seagate
  Technology, Inc. ("STI") and its Seagate Software Network & Storage Management
  Group, Inc. ("NSMG") subsidiary 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 SOFTWARE, INC.
  
                                        By:  /s/ Ellen E. Chamberlain
                                            --------------------------------------
                                        Ellen E. Chamberlain
                                        Senior Vice President, Chief
                                        Financial Officer and Treasurer
  
                                        -6-
  SEAGATE SOFTWARE, 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-