<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VERISIGN, INC.
-----------------------
(Exact name of registrant as specified in its charter)
DELAWARE 94-3221585
- --------------------------------------- ----------------------------
(State of Incorporation or organization) (I.R.S. Employer
Identification Number)
1390 SHOREBIRD WAY
MOUNTAIN VIEW, CALIFORNIA 94043
- --------------------------------------- ----------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 PAR VALUE
------------------------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock of Registrant set forth
under the caption "Description of Capital Stock" in Registrant's Registration
Statement on Form S-1 (File No. 333-40789) as originally filed with the
Securities and Exchange Commission on November 21, 1997, or as subsequently
amended (the "Registration Statement"), and in the Prospectus included in the
----------------------
Registration Statement, is hereby incorporated by reference in response to this
item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein
by reference:
Exhibit
Number Exhibit Title or Description
------ ----------------------------
3.01 Second Amended and Restated Certificate
of Incorporation of Registrant, as
amended (incorporated by reference to
Exhibit 3.01 to the Registration
Statement).
3.02 Form of Certificate of Amendment of
Second Amended and Restated Certificate
of Incorporation of Registrant
(incorporated by reference to Exhibit
3.02 to the Registration Statement).
3.03 Form of Third Amended and Restated
Certificate of Incorporation of
Registrant to be effective upon the
closing of the initial public offering
(incorporated by reference to Exhibit
3.03 to the Registration Statement).
3.04 Bylaws of Registrant (incorporated by
reference to Exhibit 3.04 to the
Registration Statement).
3.05 Form of Amended and Restated Bylaws of
Registrant to be effective upon the
closing of the initial public offering
(incorporated by reference to Exhibit
3.05 to the Registration Statement).
4.01 Investors' Rights Agreement, dated
November 15, 1996, among Registrant and
the parties indicated therein
(incorporated by reference to Exhibit
4.01 to the Registration Statement).
4.02 Stockholders' Agreement, dated April 18,
1995, among Registrant and the parties
indicated therein, and amendments dated
February 20, 1996 and November 15, 1996
(incorporated by reference to Exhibit
4.02 to the Registration Statement).
-2-
<PAGE>
4.03 Co-Sale Agreement, dated February 20,
1996, among the Registrant and the
parties indicated therein (incorporated
by reference to Exhibit 4.03 to the
Registration Statement).
4.04 Form of certificate of Registrant's
Common Stock (incorporated by reference
to Exhibit 4.04 to the Registration
Statement).
99.01 The description of Registrant's capital
stock set forth under the caption
"Description of Capital Stock" on pages
64 through 66 of the Prospectus included
in the Registration Statement.
-3-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: January 6, 1998 VeriSign, Inc.
By: /s/ Dana L. Evan
-----------------------------
Dana L. Evan
Vice President, Finance and Administration
and Chief Financial Officer
-4-
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Exhibit Title or Description
- ------ ----------------------------
3.01 Second Amended and Restated Certificate of Incorporation
of Registrant, as amended (incorporated by reference to
Exhibit 3.01 to the Registration Statement).
3.02 Form of Certificate of Amendment of Second Amended and
Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.02 to the
Registration Statement).
3.03 Form of Third Amended and Restated Certificate of
Incorporation of Registrant to be effective upon the
closing of the initial public offering (incorporated by
reference to Exhibit 3.03 to the Registration
Statement).
3.04 Bylaws of Registrant (incorporated by reference to
Exhibit 3.04 to the Registration Statement).
3.05 Form of Amended and Restated Bylaws of Registrant to be
effective upon the closing of the initial public
offering (incorporated by reference to Exhibit 3.05 to
the Registration Statement).
4.01 Investors' Rights Agreement, dated November 15, 1996,
among Registrant and the parties indicated therein
(incorporated by reference to Exhibit 4.01 to the
Registration Statement).
4.02 Stockholders' Agreement, dated April 18, 1995, among
Registrant and the parties indicated therein, and
amendments dated February 20, 1996 and November 15, 1996
(incorporated by reference to Exhibit 4.02 to the
Registration Statement).
4.03 Co-Sale Agreement, dated February 20, 1996, among the
Registrant and the parties indicated therein
(incorporated by reference to Exhibit 4.03 to the
Registration Statement).
4.04 Form of certificate of Registrant's Common Stock
(incorporated by reference to Exhibit 4.04 to the
Registration Statement).
99.01 The description of Registrant's capital stock set forth
under the caption "Description of Capital Stock" on
pages 64 through 66 of the Prospectus included in the
Registration Statement.
-5-