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): February 1, 2000
VERISIGN, INC.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-23596 94-3221585
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(Commission (IRS Employer
File Number) Identification No.)
1350 CHARLESTON ROAD, MOUNTAIN VIEW, CA 94043-1331
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(Address of principal executive offices) (Zip Code)
(650) 961-7500
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(Registrant's telephone number, including area code)
Item 2: Acquisition or Disposition of Assets.
On February 1, 2000, VeriSign completed the acquisition of THAWTE
Consulting, a provider of digital certificates to websites and software
developers, from its sole shareholder. In the transaction, VeriSign acquired all
of the share capital of THAWTE Holdings (Pty) Ltd. and THAWTE USA, Inc. in
exchange for approximately 4.4 million shares of VeriSign Common Stock. The
acquisition will be accounted for as a purchase and is not intended to qualify
as a tax-free reorganization.
In connection with this transaction, VeriSign has filed a shelf
registration statement for the public resale of the shares issued in the
exchange.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
VeriSign intends to file by amendment the required historical
financial statements for THAWTE no later than 60 days after the date of this
Form 8-K.
(b) Pro Forma Financial Information.
VeriSign intends to file by amendment the required pro forma
financial statements reflecting the acquisition of all of the issued and
outstanding capital stock of THAWTE no later than 60 days after the date of this
Form 8-K.
(c) Exhibits.
The following exhibits are filed with this Form 8-K:
2.1 Exchange Agreement dated as of December 19, 1999
between VeriSign, Inc. and Mark Shuttleworth.
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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.
VERISIGN, INC.
Date: February 14, 2000 By: /s/ DANA L. EVAN
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Dana L. Evan
Executive Vice President of Finance and
Administration and Chief Financial Officer
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Exhibit Index
2.1 Exchange Agreement dated as of December 19, 1999 between
VeriSign, Inc. and Mark Shuttleworth.
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