Filed by Symantec Corporation Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: VERITAS Software Corporation
Commission File No.: 000-26247

The following is a Form 8-K filed by Symantec with the Securities and Exchange Commission on May 4, 2005.

UNITED STATES
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): May 4, 2005

SYMANTEC CORPORATION

Delaware

(408) 517-8000

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

þ   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Table of Contents

ITEM 2.02: RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On May 4, 2005, Symantec Corporation (the “Registrant”) issued a press release announcing results for the fiscal quarter ended April 1, 2005. A copy of the press release is attached as Exhibit 99.1. The information in this report shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended. Unless expressly incorporated into a filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, made after the date hereof, the information contained herein shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Additional Information and Where to Find It

     Symantec Corporation and VERITAS Software Corporation have filed a registration statement on Form S-4 containing a preliminary joint proxy statement/prospectus in connection with the merger transaction involving Symantec and VERITAS. Investors and security holders are urged to read this filing (as well as the definitive joint proxy statement/prospectus when it becomes available) because it contains important information about the merger transaction. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Symantec by contacting Symantec Investor Relations at 408-517-8239. Investors and security holders may obtain free copies of the documents filed with the SEC by VERITAS by contacting VERITAS Investor Relations at 650-527-4523.

     Symantec, VERITAS and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Symantec and VERITAS in connection with the merger transaction. Information regarding the special interests of these directors and executive officers in the merger transaction is included in the preliminary joint proxy statement/prospectus of Symantec and VERITAS described above. Additional information regarding the directors and executive officers of Symantec is also included in Symantec’s proxy statement for its 2004 Annual Meeting of Stockholders, which was filed with the SEC on July 30, 2004. Additional information regarding the directors and executive officers of VERITAS is also included in VERITAS’ proxy statement for its 2004 Annual Meeting of Stockholders, which was filed with the SEC on July 21, 2004. These documents are available free of charge at the SEC’s web site at www.sec.gov and from Investor Relations at Symantec and VERITAS as described above.

ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

SIGNATURE

     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.

EXHIBIT INDEX

99.1       Press release issued by Symantec Corporation dated May 4, 2005.     

EXHIBIT 99.1

 
News Release
 

 
SYMANTEC CLOSES FISCAL YEAR 2005 WITH RECORD REVENUE AND EARNINGS
 

CUPERTINO, Calif. – May 4, 2005 – Symantec Corp. (Nasdaq: SYMC), the global leader in information security, today reported results for the fiscal fourth quarter and the fiscal year ended April 1, 2005. Symantec posted revenue for the quarter of $713 million, a 28 percent increase compared to $556 million for the same quarter last year. Revenue for fiscal year 2005 was $2.6 billion, a 38 percent increase compared to $1.9 billion for fiscal year 2004.

GAAP Results: GAAP net income for the fiscal fourth quarter was $120 million, compared to $117 million for the same quarter last year. Earnings per share were $0.16, compared to earnings per share of $0.16 for the same quarter last year. For fiscal year 2005, Symantec reported net income of $536 million, compared to net income of $371 million for fiscal year 2004. Earnings per share were $0.74, compared to earnings per share of $0.54 for fiscal year 2004.

GAAP net income and EPS for the March quarter includes a one-time tax expense of $54 million or $0.07 per diluted share related to Symantec’s repatriation of $625 million in cash of which $500 million was subject to the American Jobs Creation Act of 2004.

Non-GAAP Results: Non-GAAP net income for fiscal fourth quarter was $186 million, compared to $126 million for the same quarter last year. Non-GAAP earnings per share were $0.25, compared to earnings per share of $0.18 for the year-ago quarter. For fiscal year 2005, Symantec reported non-GAAP net income of $634 million, compared to $411 million in fiscal year 2004. Non-GAAP earnings per share for the year were $0.87, compared to earnings per share of $0.59 for fiscal year 2004.

Non-GAAP results, as outlined in the attached consolidated statements and related reconciliation, exclude amortization of acquisition-related intangibles, amortization of deferred stock-based compensation, acquired in-process research and development, restructuring charges, patent settlement charges, and integration planning expenses associated with the proposed VERITAS merger, as well as the related income tax benefits, and the one-time tax effect associated with the company’s cash repatriation under the American Jobs Creation Act. See “Use of Non-GAAP Financial Information” below.

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“Our team remains focused and continues to deliver outstanding results around the world,” said John W. Thompson, Symantec chairman and chief executive officer. “Double-digit growth rates in all segments and all geographies underpinned the success of the quarter and the fiscal year.”

Revenue Components

For the quarter, Symantec’s worldwide enterprise business, including enterprise security, enterprise administration, and services, represented 49 percent of total revenue and grew 22 percent year-over-year. Symantec’s enterprise security business represented 36 percent of total revenue and grew 23 percent; the enterprise administration business represented 11 percent of total revenue and grew 14 percent; and the services business represented 2 percent of total revenue and grew 60 percent. Symantec’s consumer business represented 51 percent of total revenue and grew 34 percent.

International revenues represented 52 percent of total revenue in the fourth quarter and grew 25 percent over the same quarter last year. The Americas, including the United States, Latin America, and Canada, represented 54 percent of total revenue and grew 31 percent. The Europe, Middle East and Africa region represented 32 percent of total revenue and grew 24 percent. Japan/Asia Pacific represented 14 percent of total revenue and grew 28 percent.

Business Outlook

Symantec is providing forward-looking guidance, excluding any impact associated with our proposed merger with VERITAS, for the fiscal first quarter ending July 1, 2005, as follows:

Non-GAAP earnings per share guidance excludes expenses related to the amortization of acquisition-related intangibles and the amortization of deferred compensation of $15 million and any merger related fees associated with our announced merger with VERITAS.

Quarterly Highlights

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Conference Call

Symantec has scheduled a conference call for 5 p.m. ET/2 p.m. PT today to discuss fiscal fourth quarter and fiscal year 2005 results, and to review guidance for the fiscal first quarter 2006. Interested parties may access the conference call on the Internet at http://www.symantec.com/invest/index.html. To listen to the live call, please go to the Web site at least 15 minutes early to register, download, and install any necessary audio software. A replay and script of our officers’ remarks will be available on the investor relations’ home page shortly after the call is completed.

About Symantec

Symantec is the global leader in information security providing a broad range of software, appliances and services designed to help individuals, small and mid-sized businesses, and large enterprises secure and manage their IT infrastructure. Symantec’s Norton brand of products is the worldwide leader in consumer security and problem-solving solutions. Headquartered in Cupertino, Calif., Symantec has operations in more than 35 countries. More information is available at http://www.symantec.com.

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NOTE TO EDITORS: If you would like additional information on Symantec Corporation and its products, please view the Symantec Press Center at http://www.symantec.com/PressCenter/ on Symantec’s Web site. All prices noted are in US dollars and are valid only in the United States.

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Symantec and the Symantec logo are trademarks or registered trademarks, in the United States and certain other countries, of Symantec Corporation. Additional company and product names may be trademarks or registered trademarks of the individual companies and are respectfully acknowledged.

FORWARD LOOKING STATEMENT: This press release contains forward-looking statements, including forecasts of future revenue, GAAP and non-GAAP earnings per share, momentum in particular product areas and expected industry patterns, statements regarding completion of our proposed merger with VERITAS and other financial and business results. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release. Such risk factors include, among others: the sustainability of recent growth rates, particularly in consumer products; the anticipation of the growth of certain market segments, particularly enterprise security and international; the positioning of Symantec’s products in those segments; the competitive environment in the software industry; general market conditions; fluctuations in currency exchange rates; the timing of new product releases and upgrades; changes to operating systems and product strategy by vendors of operating systems; satisfaction of the conditions to closing our proposed merger with VERITAS; and whether Symantec can successfully develop new products and integrate acquired businesses, and the degree to which these products and businesses gain market acceptance. Actual results may differ materially from those contained in the forward-looking statements in this press release. Additional information concerning these and other risk factors is contained in the Risk Factors sections of Symantec’s recently filed Form 10-Q for the quarter ended December 31,2004. Symantec assumes no obligation to update any forward-looking information contained in this press release.

USE OF NON-GAAP FINANCIAL INFORMATION: In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, Symantec reports non-GAAP financial results. Non-GAAP net income and earnings per share exclude amortization of acquisition-related intangibles, amortization of deferred stock-based compensation, in-process research and development, and certain other identified charges, such as restructuring, patent settlement, and integration planning expenses associated with the proposed VERITAS merger, as well as the tax effect of these items, and the one-time tax effect associated with the company’s cash repatriation under the American Jobs Creation Act. Symantec’s management believes these non-GAAP measures are useful to investors because they provide supplemental information that facilitates comparisons to prior periods. Management uses these non-GAAP measures to evaluate its financial results, develop budgets and manage expenditures. The method Symantec uses to produce non-GAAP results is not computed according to GAAP, is likely to differ from the methods used by other companies and should not be regarded as a replacement for corresponding GAAP measures. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to the comparable GAAP results, which is attached to this release and can also be found on the investor relations Web site at www.symantec.com/invest/center.html.

Additional Information and Where to Find It

Symantec Corporation has filed a registration statement on Form S-4 containing a preliminary joint proxy statement/prospectus in connection with the merger transaction involving Symantec and VERITAS Software Corporation. We urge investors and security holders to read this filing (as well as the definitive joint proxy statement/prospectus when it becomes available) because it contains important information about the merger. Symantec, VERITAS and their directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the merger. Information regarding the special interests of these directors and executive officers in the merger is included in the preliminary joint proxy statement/prospectus described above. Additional information regarding the directors and executive officers of Symantec or VERITAS is also included in Symantec’s proxy statement for its 2004 Annual Meeting of Stockholders, which was filed with the SEC on July 30, 2004 or VERITAS’ proxy statement for its 2004 Annual Meeting of Stockholders, which was filed with the SEC on July 21, 2004. Investors and security holders may obtain free copies of the documents described above and other documents filed with the SEC at www.sec.gov or by contacting Symantec Investor Relations at 408-517-8239 or VERITAS Investor Relations at 650-527-4523.

Symantec Closes Fiscal Year 2005 with Record Revenue and Earnings
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SYMANTEC CORPORATION

GAAP Consolidated Statements of Income

⁽¹⁾ Share and per share amounts for the three and twelve months ended March 31, 2004 retroactively reflect the two-for-one stock split effected as a stock dividend, which occurred on November 19, 2004. For the three months ended March 31, 2004 and the twelve months ended March 31, 2005 and 2004, diluted net income per share is calculated using the if-converted method. Under this method, the numerator excludes the interest expense from the 3% convertible subordinated notes, net of income tax, of $3.6 million for the three months ended March 31, 2004, and $8.4 million and $14.4 million for the twelve months ended March 31, 2005 and 2004, respectively, and the denominator includes shares issuable from the assumed conversion of the 3% convertible subordinated notes.

⁽²⁾ The three and twelve months ended March 31, 2005 include a one-time tax expense of $54 million or $0.07 per diluted share related to Symantec’s repatriation of $625 million in cash of which $500 million was subject to the American Jobs Creation Act of 2004.

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SYMANTEC CORPORATION

Non-GAAP Consolidated Statements of Income

Non-GAAP amounts exclude all acquisition-related amortization, amortization of deferred stock-based compensation, acquired IPR&D, restructuring charges, patent settlement charges, integration planning charges related to our proposed merger with VERITAS, tax effect associated with cash repatriation and related income tax benefits.

⁽¹⁾ Share and per share amounts for the three and twelve months ended March 31, 2004 retroactively reflect the two-for-one stock split effected as a stock dividend, which occurred on November 19, 2004. For the three months ended March 31, 2004 and the twelve months ended March 31, 2005 and 2004, diluted net income per share is calculated using the if-converted method. Under this method, the numerator excludes the interest expense from the 3% convertible subordinated notes, net of income tax, of $3.6 million for the three months ended March 31, 2004, and $8.4 million and $14.4 million for the twelve months ended March 31, 2005 and 2004, respectively, and the denominator includes shares issuable from the assumed conversion of the 3% convertible subordinated notes.

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SYMANTEC CORPORATION

Reconciliation of Non-GAAP Gross Profit, Operating Expenses and Consolidated Statements of Income to the GAAP Gross Profit, Operating Expenses and Consolidated Statements of Income

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SYMANTEC CORPORATION

Consolidated Balance Sheets

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