As filed with the Securities and Exchange Commission on December 14, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VERISIGN, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3221585
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
487 East Middlefield Road
Mountain View, California 94043
(Address of principal executive offices)
Illuminet Holdings, Inc. 1999 Employee Stock Purchase Plan Assumed
by Registrant
Options under Illuminet Holdings, Inc. 1997 Equity Incentive Plan Assumed
by Registrant
Non-Qualified Stock Option Agreement with Roger Moore Assumed
by Registrant
Options under 1GlobalPlace, Inc. 1999 Incentive Stock Plan Assumed
by Registrant
(Full titles of the plans)
James M. Ulam
Senior Vice President,
General Counsel and Secretary
VeriSign, Inc.
487 East Middlefield Road
Mountain View, California 94043
(650) 961-7500
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Jeffrey R. Vetter, Esq.
Andrew J. Schultheis, Esq.
Emil V. Bova, Esq.
Patricio E. Garavito, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum
to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered Share Price Registration Fee
------------------------------------ ---------- ------------------ ------------------ ----------------
Common Stock, par value $0.001 5,060 (1) $ 41.51 (2) $ 210,040.60 (2) $ 50.20
Common Stock, par value $0.001 2,606,778 (3) $ 17.10 (4) $ 44,575,903.80 (5) $ 10,653.64
Common Stock, par value $0.001 837,000 (6) $ 2.36 (4) $ 1,975,320.00 (5) $ 472.10
Common Stock, par value $0.001 9,494 (7) $ 38.92 (4) $ 369,506.48 (5) $ 88.31
TOTAL: 3,458,332 $ 11,264.25
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(1) Represents shares available for issuance by Illuminet Holdings, Inc. under
the 1999 Employee Stock Purchase Plan, assumed by the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h)(1) and 457(c) under the Securities Act of
1933, as amended (the "Securities Act"), based on the average of the high
and low prices of the Registrant's common stock as reported by the Nasdaq
National Market on December 11, 2001.
(3) Represents shares subject to outstanding options of Illuminet Holdings,
Inc. under the Illuminet Holdings, Inc. 1997 Equity Incentive Plan, as
amended, assumed by the Registrant.
(4) Estimated weighted average per share exercise price for such outstanding
options pursuant to Rule 457(h)(1) under the Securities Act.
(5) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(h)(1) under the Securities
Act.
(6) Represents shares subject to outstanding options of Illuminet Holdings,
Inc. under the Non-Qualified Stock Option Agreement issued by Illuminet
Holdings, Inc. to Roger Moore, assumed by the Registrant.
(7) Represents shares subject to outstanding options of 1GlobalPlace, Inc.
under the 1GlobalPlace, Inc. 1999 Incentive Stock Plan, as amended, assumed
by the Registrant.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. (1)
Item 2. Registrant Information and Employee Plan Annual Information. (1)
(1) Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities
Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in
this registration statement:
(a) the Registrant's latest annual report on Form 10-K for the
fiscal year ended December 31, 2000, filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), which contains
audited financial statements for the Registrant's latest
fiscal year;
(b) the Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ending March 31, 2001, June 30, 2001 and
September 30, 2001, the Registrant's reports on Form 8-K,
dated June 1, 2001 and September 27, 2001, all of which
are filed pursuant to Section 13(a) or 15(d) of the
Securities Act of 1934, as amended (the "Exchange Act");
(c) the description of the Registrant's Common Stock contained
in the Registrant's registration statement on Form 8-A
filed with the Commission under Section 12 of the Exchange
Act.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities registered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be
a part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers and Limitation of
Liability.
Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes a court to award, or a corporation's board of directors
to grant, indemnity to directors and officers in terms
sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act.
As permitted by the DGCL, the Registrant's Certificate of
Incorporation, as amended, provides that its directors shall not
be liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL
(regarding unlawful payments of dividends and unlawful stock
purchases or redemptions) or (iv) for any transaction from which
the director derived an improper personal benefit.
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In addition, as permitted by Section 145 of the DGCL, the Bylaws
of the Registrant, as amended, provide that:
(i) the Registrant is required to indemnify to the fullest
extent authorized by law, subject to certain very limited
exceptions, any person who was or is made a party or is
threatened to be made a party to or is otherwise involved in
any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that
she or he is or was a director or officer of the Registrant or
is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (an
"indemnitee"), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such person in connection therewith;
(ii) the Registrant is required to advance expenses, as
incurred, to its indemnitees in connection with defending a
legal proceeding; provided, however, that, if the DGCL so
requires, an advancement of expenses to a director or officer
will be made only if an undertaking is delivered to the
corporation to repay all amounts advanced if it is ultimately
determined that indemnification is unavailable;
(iii) an indemnitee may bring suit against the Registrant to
recover the unpaid amount of any claim within 60 days after a
written claim has been received by the Registrant;
(iv) the rights conferred in the Bylaws, as amended, are not
exclusive. The Registrant's obligation to indemnify an
indemnitee must be reduced by any amounts such indemnitee
receives (1) from insurance policies purchased by the
Registrant, (2) from another corporation, partnership, joint
venture, trust or other enterprise for whom the indemnitee was
serving at the request of the Registrant, or (3) under any
other applicable indemnification provision;
(v) the Registrant may indemnify and advance expenses to
employees and agents of the Registrant to the same extent as
it provides indemnification and advancement of expenses to its
directors and officers, except as otherwise directed by law,
its Certificate of Incorporation, the bylaws, agreement or
vote.
The Registrant has entered into Indemnification Agreements with
each of its current directors and executive officers to give such
directors and executive officers additional contractual assurances
regarding the scope of the indemnification set forth in
Registrant's Certificate of Incorporation and to provide
additional procedural protections. At present, there is no pending
litigation or proceeding involving a director, officer or employee
of the Registrant regarding which indemnification is sought, nor
is the Registrant aware of any threatened litigation that may
result in claims for indemnification.
The Registrant, with approval by the Registrant's Board of
Directors, has obtained directors' and officers' liability
insurance.
See also the undertakings set out in response to Item 9.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description
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4.01* Third Amended and Restated Certificate of Incorporation of
the Registrant (incorporated herein by reference to
Exhibit 3.03 to the Registrant's Registration Statement on
Form S-1 (File No. 333-40789) filed with the Commission
and declared effective January 29, 1998).
4.02* Form of Amended And Restated Bylaws of the Registrant
(incorporated herein by reference to Exhibit 3.05 to the
Registrant's Registration Statement on Form S-1 (File No.
333-40789) filed with the Commission and declared
effective January 29, 1998).
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4.03* Amendment to Third Amended and Restated Certificate of
Incorporation of the Registrant (incorporated herein by
reference to Exhibit 4.03 to the Registrant's Registration
Statement on Form S-8 (File No. 333-39212) filed
with the Commission and declared effective June 14, 2000).
4.04* Amendment to Amended and Restated Bylaws of the Registrant
(incorporated herein by reference to Exhibit 4.04 to
the Registrant's Registration Statement on Form S-8 (File
No. 333-39212) filed with the Commission and declared
effective June 14, 2000).
4.05 Illuminet Holdings, Inc. 1997 Stock Option Plan, as
amended.
4.06 Illuminet Holdings, Inc. Non-Qualified Stock Option
Agreement, Roger H. Moore.
4.07 Illuminet Holdings, Inc. 1999 Employee Stock Purchase
Plan.
4.08 1GlobalPlace, Inc. 1999 Incentive Stock Plan, as amended.
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of KPMG LLP.
24.01 Power of Attorney (see page 5).
* These exhibits were previously filed with the Commission as indicated and are
incorporated herein by reference.
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Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
discussed in Item 6 hereof, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered hereby, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, State of California, on the 14th day
of December, 2001.
VERISIGN, INC.
By: /s/ Stratton D. Sclavos
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Stratton D. Sclavos
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose
signature appears below and on the following page constitutes and appoints
Stratton D. Sclavos, Dana L. Evan and James M. Ulam, and each of them, his true
and lawful attorneys-in-fact and agents with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Principal Executive Officer
and Director:
/s/ Stratton D. Sclavos President, Chief Executive December 14, 2001
---------------------------------------- Officer and Director
Stratton D. Sclavos
Principal Financial and
Principal Accounting Officer:
/s/ Dana L. Evan Executive Vice President of Finance December 14, 2001
---------------------------------------- and Administration and
Dana L. Evan Chief Financial Officer
Additional Directors:
/s/ D. James Bidzos Chairman of the Board December 14, 2001
----------------------------------------
D. James Bidzos
Director December __, 2001
----------------------------------------
William Chenevich
/s/ Kevin R. Compton Director December 14, 2001
----------------------------------------
Kevin R. Compton
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Signature Title Date
--------- ----- ----
/s/ David J. Cowan Director December 14, 2001
----------------------------------------
David J. Cowan
/s/ Scott G. Kriens Director December 14, 2001
----------------------------------------
Scott G. Kriens
/s/ Greg Reyes Director December 14, 2001
----------------------------------------
Greg Reyes
/s/ Timothy Tomlinson Director December 14, 2001
----------------------------------------
Timothy Tomlinson
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EXHIBIT INDEX
Exhibit No. Description
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4.01* Third Amended and Restated Certificate of Incorporation of
the Registrant (incorporated herein by reference to
Exhibit 3.03 to the Registrant's Registration Statement on
Form S-1 (File No. 333-40789) filed with the Commission
and declared effective January 29, 1998).
4.02* Form of Amended And Restated Bylaws of the Registrant
(incorporated herein by reference to Exhibit 3.05 to the
Registrant's Registration Statement on Form S-1 (File No.
333-40789) filed with the Commission and declared
effective January 29, 1998).
4.03* Amendment to Third Amended and Restated Certificate of
Incorporation of the Registrant (incorporated herein by
reference to Exhibit 4.03 to the Registrant's Registration
Statement on Form S-8 (File No. 333-39212) filed
with the Commission and declared effective June 14, 2000).
4.04* Amendment to Amended and Restated Bylaws of the Registrant
(incorporated herein by reference to Exhibit 4.04 to
the Registrant's Registration Statement on Form S-8 (File
No. 333-39212) filed with the Commission and declared
effective June 14, 2000).
4.05 Illuminet Holdings, Inc.'s 1997 Stock Option Plan, as
amended.
4.06 Illuminet Holdings, Inc. Non-Qualified Stock Option
Agreement, Roger H. Moore.
4.07 Illuminet Holdings, Inc. 1999 Employee Stock Purchase
Plan.
4.08 1GlobalPlace, Inc. 1999 Incentive Stock Plan.
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of KPMG LLP.
24.01 Power of Attorney (see page 5).
* These exhibits were previously filed with the Commission as indicated and are
incorporated herein by reference.
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