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): March 6, 2000
NETWORK SOLUTIONS, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware
------------------------------------------------------
(State or other jurisdiction of incorporation)
0-22967 52-1146119
- ---------------------------- ------------------------
(Commission (IRS Employer
File Number) Identification No.)
505 Huntmar Park Drive, Herndon, Virginia 20170
- ----------------------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
(703) 742-0400
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Item 5: Other Events.
On March 6, 2000, VeriSign, Inc. ("VeriSign"), Network Solutions, Inc.
("NSI") and Nickel Acquisition Corporation, a wholly-owned subsidiary of
VeriSign ("Merger Sub"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"). Subject to the terms and conditions of the Merger
Agreement, Merger Sub will merge with and into NSI, with NSI to survive the
Merger and to become a wholly-owned subsidiary of VeriSign (the "Merger"). Each
outstanding share of NSI common stock will be exchanged for 2.15 shares of
VeriSign common stock, and options to purchase NSI common stock will be
exchanged for options to purchase shares of VeriSign common stock according to
the exchange ratio. Upon completion of the proposed 2-for-1 stock split of NSI's
common stock on March 10, 2000, the exchange ratio will be 1.075 shares of
VeriSign for each outstanding share of NSI common stock.
The transaction will be structured to qualify as a tax-free
reorganization and will be accounted for as a purchase. In addition, VeriSign
will take all action necessary to appoint an additional three members to its
board of directors, with such new members to be mutally agreed upon between the
boards of directors of VeriSign and NSI.
In connection with the execution of the Merger Agreement, VeriSign and
SAIC Venture Capital Corporation ("SAIC") entered into a Voting Agreement (the
"Voting Agreement"), pursuant to which SAIC agreed to vote the 8,150,000 shares
of NSI common stock held by it, constituting approximately 23% of NSI's
outstanding common stock, in favor of the Merger and against any proposal made
in opposition to or in competition with the Merger. SAIC granted VeriSign's
board of directors an irrevocable proxy to vote SAIC's shares in favor of the
Merger and against any proposal made in opposition to or in competition with the
Merger. SAIC also agreed not to transfer its shares of NSI common stock prior to
the consummation of the Merger.
Pursuant to a Registration Rights Agreement entered into between
VeriSign and SAIC (the "Registration Rights Agreement"), SAIC will also be
granted certain registration rights with respect to the shares of VeriSign
common stock that it will receive in the Merger. SAIC will be entitled to, on up
to three occasions, require VeriSign to register the shares of VeriSign common
stock it receives in the Merger and will also be entitled to "piggyback"
registration rights.
Each of the Merger Agreement, Voting Agreement and Registration Rights
Agreement are filed as exhibits to this report. The foregoing description is
qualified in its entirety by reference to the full text of such exhibits.
A press release announcing the transaction is attached as an exhibit to
this report. The Merger is subject to several conditions, including approval by
both companies' stockholders, the expiration of applicable waiting periods under
antitrust laws and obtaining necessary consents.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NETWORK SOLUTIONS, INC.
Date: March 8, 2000 By: /s/ JONATHAN W. EMERY
---------------------
Jonathan W. Emery
Senior Vice President, General
Counsel and Secretary
3
Exhibit Index
2.1 Agreement and Plan of Merger dated as of March 6, 2000 among VeriSign,
Inc., Network Solutions, Inc. and Nickel Acquisition Corporation.
9.1 Voting Agreement dated as of March 6, 2000 between VeriSign and SAIC
Venture Capital Corporation, together with Irrevocable Proxy.
99.1 Registration Rights Agreement dated as of March 6, 2000 between VeriSign
and SAIC Venture Capital Corporation.
99.2 Press Release dated March 7, 2000.
4