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 29, 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)
0-23593 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 29, 2000, VeriSign completed the acquisition of Signio, Inc. a
provider of a provider of payment services connecting online merchants,
business-to-business exchanges, payment processors and financial institutions
over the Internet. In the transaction, Signio merged with a wholly-owned
subsidiary of VeriSign, with Signio becoming a wholly-owned subsidiary of
VeriSign. VeriSign issued approximately 5.6 million shares of its common stock
for all of the outstanding capital stock of Signio. In addition, VeriSign
assumed all then outstanding Signio employee stock options. 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 Signio 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 Signio 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 Agreement and Plan of Reorganization dated as of December
17, 1999 between VeriSign, Inc., Signio, Inc. and BEHAD
Acquisition Corp.
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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: March 6, 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 Agreement and Plan of Reorganization dated as of December 17, 1999 between
VeriSign, Inc., Signio, Inc. and BEHAD Acquisition Corp.