As filed with the Securities and Exchange Commission on September 21, 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 94043-1331
(Address of principal executive offices)
2001 Stock Incentive Plan
(Full titles of the plan)
Dana L. Evan
Executive Vice President, Finance and Administration
and Chief Financial Officer
VeriSign, Inc.
487 East Middlefield Road
Mountain View, California 94043-1331
(650) 961-7500
(Name, address and telephone number, including area code, of agent for service)
Copies to:
James M. Ulam, Esq.
Senior Vice President, General Counsel and Secretary
VeriSign, Inc.
CALCULATION OF REGISTRATION FEE
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Proposed
Amount Maximum Proposed Maximum
Title of Each Class of Securities To To Be Offering Price Aggregate Offering Amount Of
Be Registered Registered Per Share Price Registration Fee
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Common Stock, par value $0.001 15,000,000 (1) $39.50 (2) $592,500,000 (2) $148,125.00
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(1) Shares available for issuance as of January 26, 2001 under the 2001 Stock
Incentive Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 and based
upon an average of the high and low prices reported on the Nasdaq National
Market on September 10, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information (1)
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Item 2. Registrant Information and Employee Plan Annual Information (1)
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(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 of 1933, as amended (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.
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The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
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(a) The Registrant's latest annual report on Form 10-K 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) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above.
(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, including any
amendment or report filed for the purpose of updating such
description.
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 incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers and Limitation of Liability.
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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 Section 107 of the DGCL, the Registrant's Certificate of
Incorporation, as amended, includes a provision that eliminates the personal
liability of its directors to the Registrant or its stockholders for
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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.
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.
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
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Not applicable.
Item 8. Exhibits
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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* Certificate of 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 Registrant's 2001 Stock Incentive 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 II-5).
* These exhibits were previously filed with the Commission as indicated and are
incorporated herein by reference.
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Item 9. Undertakings.
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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;
(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
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the Registration Statement is on Form S-3 or 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 by the Registrant pursuant to
Section 13 or Section 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 that 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 Section 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
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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.
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 21st day
of September, 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 constitutes and appoints Stratton D. Sclavos, Dana L.
Evan and James M. Ulam, and each of them, his or her true and lawful
attorneys-in-fact and agents with full power of substitution, for him or her and
in his or her 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 or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his,
her 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
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Principal Executive Officer
and Director:
/s/ Stratton D. Sclavos President, Chief Executive September 21, 2001
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Stratton D. Sclavos Officer and Director
Principal Financial and
Principal Accounting Officer:
/s/ Dana L. Evan Executive Vice President of Finance and September 21, 2001
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Dana L. Evan Administration and
Chief Financial Officer
Additional Directors:
/s/ D. James Bidzos Chairman of the Board September 21, 2001
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D. James Bidzos
/s/ William Chenevich Director September 21, 2001
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William Chenevich
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/s/ Kevin R. Compton Director September 21, 2001
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Kevin R. Compton
/s/ David J. Cowan Director September 21, 2001
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David J. Cowan
/s/ Scott G. Kriens Director September 21, 2001
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Scott G. Kriens
/s/ Greg Reyes Director September 21, 2001
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Greg Reyes
/s/ Timothy Tomlinson Director September 21, 2001
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Timothy Tomlinson
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EXHIBIT INDEX
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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* Certificate of 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 Registrant's 2001 Stock Incentive 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 II-5).
* These exhibits were previously filed with the Commission as indicated and are
incorporated herein by reference.