EXHIBIT 3.01
 
 
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          VERITAS HOLDING CORPORATION
 
                  (Originally Incorporated October 2, 1998)
 
                                    ARTICLE I
 
      The name of the Corporation is VERITAS Holding Corporation.
 
                                   ARTICLE II
 
      The address of the registered office of the Corporation in the State of
Delaware is 15 E. North Street, City of Dover, County of Kent. The name of its
registered agent at that address is Incorporating Services, Ltd.
 
                                   ARTICLE III
 
      The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.
 
                                   ARTICLE IV
 
      4.1 Classes of Stock. The total number of shares of all classes of stock
which the Corporation has authority to issue is five hundred ten million and one
(510,000,001) shares, consisting of three classes: five hundred million
(500,000,000) shares of Common Stock, $0.001 par value per share, ten million
(10,000,000) shares of Preferred Stock, $0.001 par value per share, and one (1)
share of Special Voting Stock, $1.00 par value.
 
      4.2 Preferred Stock Series Determination. The Board of Directors is
authorized, subject to any limitations prescribed by the law of the State of
Delaware, to provide for the issuance of the shares of Preferred Stock in one or
more series, and, by filing a certificate of designation pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, to fix the designation,
powers, preferences and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof, and to increase or decrease
the number of shares of any such series (but not below the number of shares of
such series then outstanding). The number of authorized shares of Preferred
Stock may be increased or decreased (but not below the number of shares thereof
then outstanding) by the affirmative vote of the holders of a majority of the
stock of the Corporation entitled to vote, unless a vote of any other holders is
required pursuant to a certificate or certificates establishing a series of
Preferred Stock.
 
      4.3 Rights, Privileges and Restrictions. The rights, privileges and
restrictions of the Common Stock and the Special Voting Stock shall be set forth
in this Article IV.
 
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      4.4 Voting Rights.
 
            4.4.1 General. Except as otherwise required by law or this Amended
and Restated Certificate of Incorporation, (i) each holder of record of Common
Stock shall have one vote in respect of each share of stock held by the holder
on the books of the Corporation, and (ii) the holder of record of the share of
Special Voting Stock shall have a number of votes equal to the number of
Exchangeable Non-Voting Shares ("EXCHANGEABLE SHARES") of Telebackup Systems,
Inc., an Alberta corporation, from time to time which are not owned by the
Corporation, any of its subsidiaries or any person directly or indirectly
controlled by or under common control of the Corporation, in each case for the
election of directors and on all matters submitted to a vote of stockholders of
the Corporation. For the purpose hereof, "control" (including the correlative
meanings, the terms "controlled by" and "under common control of") as applied to
any person, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of that person through the
ownership of voting securities, by contract or otherwise.
 
            4.4.2 Common Stock and Special Voting Stock Identical in Voting. In
respect of all matters concerning the voting of shares, the Common Stock and the
Special Voting Stock shall vote as a single class and such voting rights shall
be identical in all respects.
 
      4.5 Liquidation. In the event of any liquidation, dissolution or winding
up of the Corporation, the holders of Common Stock shall be entitled to receive,
pro rata, all of the remaining assets of the Corporation available for
distribution to its stockholders and the holders of Special Voting Stock shall
not be entitled to receive any such assets.
 
      4.6 Dividends. The holders of shares of Common Stock shall be entitled to
receive, when, as and if declared by the Board of Directors, out of the assets
of the Corporation which are by law available therefor, dividends payable either
in cash, in property or in shares of capital stock and the holders of Special
Voting Stock shall not be entitled to receive any such dividends.
 
      4.7 Special Voting Stock.
 
            4.7.1 Issuance. Pursuant to the terms of that certain Amended and
Restated Combination Agreement, dated as of April 12, 1999, by and among the
Corporation, VERITAS Software Corporation, and Telebackup Systems, Inc., an
Alberta corporation, one share of Special Voting Stock is being issued to the
trustee (the "TRUSTEE") under the Voting, Support and Exchange Trust Agreement,
to be entered into in or about May 1999, by and between the Corporation, VERITAS
Software Corporation, Telebackup Exchangeco, Inc. and the Trustee.
 
            4.7.2 Exercise of Voting Rights. The holder of the share of Special
Voting Stock is entitled to exercise the voting rights attendant thereto in such
manner as such holder desires.
 
            4.7.3 Cancellation of Shares. At such time as the Special Voting
Stock has no votes attached to it because there are no Exchangeable Shares of
Telebackup Systems, Inc. outstanding which are not owned by the Corporation, any
of its subsidiaries or any person directly
 
 
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<PAGE>   3
or indirectly controlled by or under common control of the Corporation, and
there are no shares of stock, debt, options or other agreements of Telebackup
Systems, Inc. which could give rise to the issuance of any Exchangeable Shares
of Telebackup Systems, Inc. to any person (other than the Corporation, any of
its subsidiaries or any person directly or indirectly controlled by or under
common control of the Corporation), the Special Voting Stock shall be
automatically canceled.
 
                                    ARTICLE V
 
      5.1 Number of Directors; Classes. Subject to the rights of the holders of
any series of Preferred Stock then outstanding to elect additional directors
under specified circumstances, the number of directors shall be fixed from time
to time exclusively by the Board of Directors of the Corporation pursuant to a
resolution adopted by a majority vote of the Whole Board. For the purposes of
this Amended and Restated Certificate of Incorporation, the term "WHOLE BOARD"
shall mean the total number of authorized directors whether or not there exist
any vacancies in previously authorized directorships. As soon as there is more
than one (1) member of the Board of Directors, the directors shall be divided
into three classes, A, B and C, as nearly equal in number as reasonably
possible, with the term of office of the first class ("CLASS A") to expire at
the first annual meeting of stockholders, the term of office of the second class
("CLASS B") to expire at the annual meeting of stockholders one year thereafter
and the term of office of the third class ("CLASS C") to expire at the annual
meeting of stockholders two years thereafter with each director to hold office
until his or her successor shall have been duly elected and qualified. At each
annual meeting of stockholders following such initial classification and
election, directors elected to succeed those directors whose terms expire shall
be elected for a term of office to expire at the third succeeding annual meeting
of stockholders after their election with each director to hold office until his
or her successor shall have been duly elected and qualified.
 
      5.2 Board Vacancies; Increase in Size of the Board. Subject to the rights
of holders of any series of Preferred Stock outstanding, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
only by a majority vote of the directors then in office, though less than a
quorum, or by a sole remaining director; and directors so chosen shall hold
office for a term expiring at the annual meeting of stockholders at which the
term of office of the class to which they have been chosen expires. In the event
of any increase or decrease in the authorized number of directors, (i) each
director then serving as such shall nevertheless continue as a director of the
class of which he or she is a member until the expiration of such director's
current term or his or her prior death, retirement, removal or resignation and
(ii) the newly created or eliminated directorships resulting from such increase
or decrease shall, if reasonably possible, be apportioned by the Board of
Directors among the three classes of directors so as to ensure that no one class
has more than one director more than any other class. To the extent reasonably
possible, consistent with the foregoing rule, any newly created directorships
shall be added to those classes whose terms of office are to expire at the
latest dates following such allocation and newly eliminated directorships shall
be subtracted from those classes whose terms of office are to expire at the
earliest dates following such allocation, unless otherwise provided for from
time to time by resolution adopted by a majority of the directors then in
office, although less than a quorum. In the event of a vacancy in
 
 
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<PAGE>   4
the Board of Directors, the remaining directors, except as otherwise provided or
limited by law or this Amended and Restated Certificate of Incorporation, may
exercise the powers of the full Board of Directors until the vacancy is filled.
 
      5.3 Stockholder Nominations. Advance notice of stockholder nominations for
the election of directors and of business to be brought by stockholders before
any meeting of the stockholders of the Corporation shall be given in the manner
provided by the Bylaws of the Corporation.
 
      5.4 Removal. Subject to the rights of holders of any series of Preferred
Stock then outstanding, any director, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by the affirmative
vote of the holders of at least two-thirds of the affirmative voting power of
all of the then outstanding shares of the Corporation entitled to vote generally
in the election of directors, voting together as a single class.
 
                                   ARTICLE VI
 
      The Board of Directors of the Corporation shall have the power to adopt,
amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal
of the Bylaws of the Corporation by the Board of Directors shall require the
approval of a majority of the Whole Board. The stockholders shall also have
power to adopt, amend or repeal the Bylaws of the Corporation; provided,
however, that, in addition to any vote of the holders of any class or series of
stock of the Corporation required by law or by this Amended and Restated
Certificate of Incorporation, the affirmative vote of the holders of at least
two-thirds of the voting power of all of the then outstanding shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to adopt, amend or repeal any
provision of the Bylaws of the Corporation.
 
                                   ARTICLE VII
 
      Election of directors need not be by written ballot unless the Bylaws of
the Corporation shall so provide.
 
                                  ARTICLE VIII
 
      To the fullest extent permitted by law, no director of the Corporation
shall be personally liable for monetary damages for breach of fiduciary duty as
a director. Without limiting the effect of the preceding sentence, if the
Delaware General Corporation Law is hereafter amended to authorize the further
elimination or limitation of the liability of a director, then the liability of
a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.
 
      Neither any amendment nor repeal of this Article VIII, nor the adoption of
any provision of this Certificate of Incorporation inconsistent with this
Article VIII, shall eliminate, reduce or otherwise adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such amendment, repeal or adoption of such an inconsistent
provision.
 
 
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                                   ARTICLE IX
 
      Actions shall be taken by the Corporation's stockholders only at annual or
special meetings of stockholders, and the Corporation's stockholders shall not
be able to act by written consent.
 
                                    ARTICLE X
 
      The Corporation reserves the right to amend or repeal any provision
contained in this Amended and Restated Certificate of Incorporation in the
manner prescribed by the laws of the State of Delaware and all rights conferred
upon stockholders are granted subject to this reservation; provided, however,
that in addition to the vote of the holders of any class or series of stock of
the Corporation required by law or by this Amended and Restated Certificate of
Incorporation, the affirmative vote of the holders of at least two-thirds of the
voting power of all of the then outstanding shares of the Corporation entitled
to vote generally in the election of directors, voting together as a single
class, shall be required to amend or repeal, or adopt any provision inconsistent
with Articles FIFTH, SIXTH, NINTH and this Article TENTH of this Amended and
Restated Certificate of Incorporation.
 
      IN WITNESS WHEREOF, VERITAS Software Corporation, before receipt of any
payment for its capital stock, has caused this Amended and Restated Certificate
of Incorporation, which restated, integrates and further amends the certificate
of incorporation of the Corporation and which has been duly adopted in
accordance with Section 241 and 245 of the Delaware General Corporation Law, to
be signed by Jay Jones, its Vice President and Secretary, this 28th day of May,
1999.
 
 
                                        VERITAS SOFTWARE CORPORATION
 
                                        By: /s/ Jay A. Jones
                                            ------------------------------------
                                            Jay Jones, Vice President
                                            and Secretary