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UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-K/A



Amendment No. 1



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended May 31, 2003

Commission file number 0-26880



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VERITY, INC.



(Exact name of registrant as specified in its charter)



|Delaware (State or other jurisdiction of incorporation or organization)       |  | 77-0182779 (I.R.S. Employer Identification No.)
|----------------------------------------------------------------------------- |  | -----------------------------------------------
|                                                                              | 
|894 Ross Drive Sunnyvale, California (Address of principal executive offices) |  | 94089 (Zip code)                               



Registrants
telephone number, including area code: (408) 541-1500



Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to section 12(g) of the Act:



Common Stock, $0.001 Par Value

(Title of class)





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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No
[    ]



Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ̈

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the
closing price of the Common Stock on November 29, 2002, as reported on Nasdaq National Market was approximately $320,229,000. Excludes approximately 11,476,000 shares of Common Stock held collectively by the executive officers and directors of the
registrant and by each person who owned 5% or more of the outstanding Common Stock as of such date. Exclusion of shares held by any person should not be construed to indicate that such person is an affiliate of the registrant.



The number of shares of the registrants Common Stock outstanding on
July 31, 2003 was 37,357,619.



DOCUMENTS INCORPORATED BY
REFERENCE



The information
required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the Registrants definitive proxy statement relating to the annual meeting of stockholders to be held October 23, 2003, which definitive
proxy statement will be filed with the Securities and Exchange Commission within 120 days after the fiscal year to which this Report relates.



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EXPLANATORY NOTE



We are filing this amendment to our Annual Report on Form 10-K, originally filed with the Securities and Exchange Commission
on August 7, 2003, solely for the purpose of updating Exhibit 10.42 (which agreement was entered into subsequent to the filing of the 10-K but is effective during the period covered by the 10-K). This amendment only changes the Exhibit Index and
includes Exhibit 10.42 and the additional required exhibits; no other information included in the Annual Report on Form 10-K is amended by this Form 10-K/A.



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



VERITY, INC.By:

/s/    STEVEN R.
SPRINGSTEELSteven R. SpringsteelSenior Vice President of Finance and Administration and Chief Financial
Officer


Date: August 27, 2003



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INDEX TO EXHIBITS



|Exhibit Number |  | Description of Document                                                                                                                                                                                                            
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            |  | Asset Purchase Agreement among Inktomi Corporation, Quiver, Inc., Ultraseek Corporation, Quiver Ltd. and Verity, Inc., dated November 13, 2002.(19)                                                                                
|2.2            |  | Amendment No. 1 to Asset Purchase Agreement between Inktomi Corporation, Quiver, Inc., Ultraseek Corporation, Quiver Ltd. and Verity, Inc., dated December 17, 2002, amending Asset
Purchase Agreement dated November 13, 2002.(19)
|3.1            |  | Restated Certificate of Incorporation of the Company.(14)                                                                                                                                                                          
|3.2            |  | By-Laws.(14)                                                                                                                                                                                                                       
|4.1            |  | Amended and Restated Rights Agreement dated August 1, 1995, as amended.(1)                                                                                                                                                         
|4.2            |  | Form of Rights Agreement between Verity, Inc. and First National Bank of Boston dated September 18, 1996.(2)                                                                                                                       
|4.3            |  | First Amendment to Rights Agreement dated as of July 23, 1999 among Verity, Inc. and BankBoston, N.A.(11)                                                                                                                          
|10.1           |  | Form of Indemnification Agreement for directors and officers.(1),(3)                                                                                                                                                               
|10.2           |  | Amended and Restated 1995 Stock Option Plan and forms of agreements thereunder.(3),(4)                                                                                                                                             
|10.4           |  | 1995 Outside Directors Stock Option Plan, as amended, and forms of agreement thereunder.(3),(12)                                                                                                                                   
|10.5           |  | 1996 Non-Statutory Stock Option Plan, as amended.(3),(15)                                                                                                                                                                          
|10.6           |  | 1997 Non-Statutory Stock Option Plan for Verity, Canada, as amended.(3),(16)                                                                                                                                                       
|10.7           |  | Offer letter, dated March 6, 2003, between Verity, Inc. and John G. Schwarz.(21)                                                                                                                                                   
|10.8           |  | Offer letter, dated March 6, 2003, between Verity, Inc. and Victor A. Cohn.(21)                                                                                                                                                    
|10.18          |  | Lease Agreement between Ross Drive Investors and the Company dated January 22, 1996.(5)                                                                                                                                            
|10.19          |  | Retainer Agreement between Regent Pacific Management Corporation and Verity, Inc. dated July 31, 1997.(3),(6)                                                                                                                      
|10.23          |  | Amendment to Retainer Agreement between Regent Pacific Management Corporation and Verity, Inc. dated April 13, 1998.(3),(7)                                                                                                        
|10.26          |  | Amendment to Retainer Agreement between Regent Pacific Management Corporation and Verity, Inc. dated March 12, 1999.(3),(9)                                                                                                        
|10.27          |  | Amendment to Retainer Agreement between Regent Pacific Management Corporation and Verity, Inc. dated February 9, 2000.(3),(10)                                                                                                     
|10.29          |  | Amendment to Retainer Agreement between Regent Pacific Management Corporation and Verity, Inc. dated March 12, 2001.(3),(13)                                                                                                       
|10.34          |  | Amendment to Retainer Agreement between Regent Pacific Management Corporation and Verity, Inc. dated June 10, 2002.(3)(20)                                                                                                         
|10.35          |  | 1995 Employee Stock Purchase Plan, as amended October 1, 2001.(3)(20)                                                                                                                                                              



1



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|10.36 |  | Loan Agreement, dated December 24, 1999, between Verity Benelux B.V. and Hugo Sluimer.(3),(17)                             
|----- |  | ---------------------------------------------------------------------------------------------------------------------------
|10.37 |  | Loan Agreement, dated December 24, 1999, between Verity Benelux B.V. and Hugo Sluimer.(3),(17)                             
|10.38 |  | Loan Agreement, dated April 19, 2000, between Verity Benelux B.V. and Hugo Sluimer.(3),(17)                                
|10.39 |  | Loan Agreement, dated September 11, 2000, between Verity Benelux B.V. and Hugo Sluimer.(3),(17)                            
|10.40 |  | Amendment to Employment Agreement between Anthony J. Bettencourt and the Company dated September 1, 2002.(3)(18)           
|10.41 |  | Amendment to Retainer Agreement between Regent Pacific Management Corporation and Verity, Inc. dated March 4, 2003.(3),(21)
|10.42 |  | Key Employment Agreement, between Anthony J. Bettencourt and Verity, Inc. effective as of March 4, 2003.(3),(22)           
|21.1  |  | Subsidiaries of the Company.(21)                                                                                           
|23.1  |  | Consent of Independent Auditors, PricewaterhouseCoopers LLP.(21)                                                           
|31.1  |  | Certification of Anthony J. Bettencourt.(21)(22)                                                                           
|31.2  |  | Certification of Steven R. Springsteel.(21)(22)                                                                            
|32    |  | Certification of Chief Executive Officer and Chief Financial Officer.(21)                                                  

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|(1) |  | Incorporated by reference from the exhibits with corresponding numbers from the Companys Registration Statement (No. 33-96228), declared effective on October 5, 1995.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated by reference from Exhibit No. 1 to the Companys Form 8-K as filed with the Securities and Exchange Commission on October 10, 1996.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Management contract or compensatory plan or arrangement required to be filed as an exhibit.
|--- |  | -------------------------------------------------------------------------------------------

|(4) |  | With respect to the Amended and Restated 1995 Stock Option Plan, incorporated by reference to Exhibit 10.3 to the Companys Form 10-Q for the quarter ended February 28, 2003.
With respect to the form of agreements under the Amended and Restated 1995 Stock Option Plan, incorporated by reference to such agreements filed as exhibits with corresponding exhibit number from the Companys Form 10-Q for the quarter ended
August 31, 1996.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Incorporated by reference from the exhibits with corresponding numbers from the Companys Form 10-Q for the quarter ended February 29, 1996.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Incorporated by reference from the exhibits with corresponding numbers from the Companys Form 10-K for the year ended May 31, 1997.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Incorporated by reference from the exhibits with corresponding numbers from the Companys Form 10-K for the year ended May 31, 1998.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Incorporated by reference from the exhibits with corresponding numbers from the Companys Form 10-Q for the quarter ended November 30, 1998.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Incorporated by reference from the exhibits with corresponding numbers from the Companys Form 10-Q for the quarter ended February 28, 1999.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|(10) |  | Incorporated by reference from the exhibits with corresponding numbers from the Companys Form 10-Q for the quarter ended February 29, 2000.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------



2



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|(11) |  | Incorporated by reference from Exhibit No. 99.2 to the Companys Form 8-K as filed with the Securities and Exchange Commission on July 29, 1999.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------

|(12) |  | With respect to the 1995 Outside Directors Stock Option Plan, as amended, incorporated by reference to Exhibit 99.3 to the Companys Registration Statement on Form S-8 filed
October 26, 1999. With respect to the form of agreements under the 1995 Outside Directors Stock Option Plan, as amended, incorporated by reference to such agreements filed as exhibits with corresponding exhibit number from the Companys
Registration Statement (No. 33-96228), declared effective on October 5, 1995.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) |  | Incorporated by reference from the exhibits with corresponding numbers from the Companys Form 10-Q for the quarter ended February 28, 2001.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|(14) |  | Incorporated by reference from the exhibits with corresponding numbers from the Companys Form 10-Q for the quarter ended November 30, 2000.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|(15) |  | Incorporated by reference to Exhibit 10.6 to the Companys Form 10-Q for the quarter ended February 28, 2003.
|---- |  | -------------------------------------------------------------------------------------------------------------

|(16) |  | Incorporated by reference to Exhibit 10.7 to the Companys Form 10-Q for the quarter ended February 28, 2003.
|---- |  | -------------------------------------------------------------------------------------------------------------

|(17) |  | Incorporated by reference from the exhibits with corresponding numbers from the Companys Form 10-K/A filed on August 29, 2002 for the year ended May 31, 2002.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(18) |  | Incorporated by reference from the exhibit with corresponding number from the Companys Form 10-Q for the quarter ended August 31, 2002.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------

|(19) |  | Incorporated by reference from the exhibits with corresponding numbers from the Companys Form 8-K as filed with the Securities and Exchange Commission on December 20, 2002.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(20) |  | Incorporated by reference from the exhibits with corresponding numbers from the Companys Form 10-K for the year ended May 31, 2002.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------

|(21) |  | Previously filed with the Companys Form 10-K for the year ended May 31, 2003.
|---- |  | ------------------------------------------------------------------------------

(22)  Filed herewith.



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