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As filed with the Securities and Exchange Commission on February 24, 1998
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 (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1390 SHOREBIRD WAY
MOUNTAIN VIEW, CA 94043
(Address of Principal Executive Offices, including Zip Code)
1995 STOCK OPTION PLAN
1997 STOCK OPTION PLAN
1998 EQUITY INCENTIVE PLAN
1998 DIRECTORS STOCK OPTION PLAN
(Full Title of the Plans)
DANA L. EVAN
CHIEF FINANCIAL OFFICER
VERISIGN, INC.
1390 SHOREBIRD WAY
MOUNTAIN VIEW, CA 94043
(650) 961-7500
(Name, Address and Telephone Number of Agent For Service)
COPIES TO:
Laird H. Simons III, Esq.
Jeffrey R. Vetter, Esq.
Michael J. McAdam, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, CA 94306
CALCULATION OF REGISTRATION FEE
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<CAPTION>
=========================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 2,444,182 (1) $31.1875 (2) $76,227,926 (2) $22,487
Common Stock, $0.001 par value 2,517,207 (3) 3.318 (4) 8,352,188 2,464
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL 4,961,389 84,580,114 24,951
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(1) Shares available for grant as of February 24, 1998 under the 1998 Equity
Incentive Plan and the 1998 Directors Stock Option Plan.
(2) Estimated as of February 24, 1998 pursuant to Rule 457(c) solely for the
purpose of calculating the registration fee.
(3) Shares subject to outstanding options as of February 24, 1998 under the 1995
Stock Option Plan and the 1997 Stock Option Plan.
(4) Weighed average exercise price for such outstanding options pursuant to Rule
457(h)(1).
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VERISIGN, INC.
REGISTRATION STATEMENT ON 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:
(a) The Registrant's prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), that
contains audited financial statements of the Registrant for the period
from April 12, 1995 (inception) to December 31, 1995 and for the years
ended December 31, 1996 and 1997.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed under Section
12(g) of the Securities Exchange Act of 1934, as amended (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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As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors to the Registrant or its stockholders
for 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
that involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (regarding unlawful
dividends and stock purchases) or (iv) for any transaction from which the
director derived an improper personal benefit. In addition, as permitted by
Section 145 of the Delaware General Corporation Law, the Amended and Restated
Bylaws of the Registrant provide that: (i) the Registrant is required to
indemnify its directors to the fullest extent permitted by the Delaware General
Corporation Law, subject to certain very limited exceptions; (ii) the Registrant
may, in its discretion, indemnify its other employees and agents to the extent
that it indemnifies its officers and directors, unless otherwise required by
law, its Certificate of Incorporation, its Amended and Restated Bylaws, or
agreement; (iii) the Registrant is required to advance expenses, as incurred, to
its directors and executive officers in connection with defending a legal
proceeding to the fullest extent permitted by the Delaware General Corporation
Law, subject to certain very limited exceptions; and (iv) the rights conferred
in the Amended and Bylaws are not exclusive.
2
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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 the Registrant's Certificate of Incorporation and
to provide additional procedural protections. At present, there is no pending
litigation or proceeding involving a director, officer or employee of the
Registrant regarding which indemnification is sought, nor is the Registrant
aware of any threatened litigation that may result in claims for
indemnification.
Reference is also made to Article VIII of the Underwriting Agreement for
the registrant's initial public offering, effected pursuant to a Registration
Statement on Form S-1, File No. 333-40789, which provides for the
indemnification of officers, directors and controlling persons of the Registrant
against certain liabilities. The indemnification provisions in the Registrant's
Certificate of Incorporation, Amended and Restated Bylaws and the
Indemnification Agreements entered into between the Registrant and each of its
directors and executive officers may be sufficiently broad to permit
indemnification of the Registrant's directors ad executive officers for
liabilities arising under the Securities Act.
The Registrant, with approval by the Registrant's Board of Directors, has
applied for, and expects to obtain, directors' and officers' liability
insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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4.01 Third Amended and Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3.03 of
the Form S-1).
4.02 Form of Amended and Restated Bylaws of the Registrant
(incorporated herein by reference to Exhibit 3.05 of the
Form S-1).
4.03 Registrant's 1995 Stock Option Plan (incorporated herein by
reference to Exhibit 10.06 of the Form S-1).
4.04 Registrant's 1997 Stock Option Plan (incorporated herein by
reference to Exhibit 10.07 of the Form S-1).
4.05 Registrant's 1998 Directors Stock Option Plan (incorporated herein
by reference to Exhibit 10.08 of the Form S-1).
4.06 Registrant's 1998 Equity Incentive Plan (incorporated herein by
reference to Exhibit 10.09 of the Form S-1).
4.07 Registrant's 1998 Employee Stock Purchase Plan (incorporated
herein by reference to Exhibit 10.10 of the Form S-1).
4.08 Investors' Rights Agreement, dated November 15, 1996, among the
Registrant and the parties indicated therein (incorporated herein
by reference to Exhibit 4.01 of the Form S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
3
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23.02 Consent of KPMG Peat Marwick LLP.
24.01 Power of Attorney (see page 5).
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;
(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
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apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission 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
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thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which 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
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fide offering thereof.
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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 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.
4
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Stratton D. Sclavos, Dana L. Evan and Timothy
Tomlinson, 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 or her or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
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 this 13th day
of February, 1998.
VERISIGN, INC.
By: /s/ Stratton D. Sclavos,
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Stratton D. Sclavos,
President, Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ Stratton D. Sclavos President, Chief Executive Officer and February 13, 1998
- ---------------------------------------- Director
Stratton D. Sclavos
PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER:
/s/ Dana L. Evan Vice President of Finance and February 13, 1998
- ---------------------------------------- Administration and Chief Financial
Dana L. Evan Officer
ADDITIONAL DIRECTORS
/s/ D. James Bidzos Chairman of the Board February 13, 1998
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D. James Bidzos
/s/ William Chenevich Director February 13, 1998
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William Chenevich
/s/ Kevin R. Compton Director February 13, 1998
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Kevin R. Compton
/s/ David J. Cowan Director February 13, 1998
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David J. Cowan
/s/ Timothy Tomlinson Director and Secretary February 13, 1998
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Timothy Tomlinson
</TABLE>
5
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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 of
the Form S-1).
4.02 Form of Amended and Restated Bylaws of the Registrant
(incorporated herein by reference to Exhibit 3.05 of the
Form S-1).
4.03 Registrant's 1995 Stock Option Plan (incorporated herein by
reference to Exhibit 10.06 of the Form S-1).
4.04 Registrant's 1997 Stock Option Plan (incorporated herein by
reference to Exhibit 10.07 of the Form S-1).
4.05 Registrant's 1998 Directors Stock Option Plan (incorporated
herein by reference to Exhibit 10.08 of the Form S-1).
4.06 Registrant's 1998 Equity Incentive Plan (incorporated herein by
reference to Exhibit 10.09 of the Form S-1).
4.07 Registrant's 1998 Employee Stock Purchase Plan (incorporated
herein by reference to Exhibit 10.10 of the Form S-1).
4.08 Investors' Rights Agreement, dated November 15, 1996, among the
Registrant and the parties indicated therein (incorporated herein
by reference to Exhibit 4.01 of the Form S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of KPMG Peat Marwick LLP.
24.01 Power of Attorney (see page 5).
6
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EXHIBIT 5.01
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February 24, 1998
VeriSign, Inc.
1390 Shorebird Way
Mountain View, CA 94043
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission (the "Commission") on or about February 24, 1998 in connection with
the registration under the Securities Act of 1933, as amended, of an aggregate
of 4,961,389 shares of your Common Stock (the "Stock"), subject to issuance by
you upon the exercise of options granted or to be granted under your 1995 Stock
Option Plan, 1997 Stock Option Plan, 1998 Equity Incentive Plan and 1998
Directors Stock Option Plan (collectively, the "Option Plans"). In rendering
this opinion, we have examined the following:
(1) your registration statement on Form S-1 (File Number 333-40789), filed
with the Commission and declared effective on January 29, 1998,
together with the Exhibits filed as a part thereof, including without
limitation the Option Plans and related grant and exercise form
agreements;
(2) your registration statement on Form 8-A (File Number 000-23593) filed
with the Commission on January 6, 1998 and declared effective on
January 29, 1998;
(3) the Registration Statement, together with the Exhibits filed as a part
thereof;
(4) the Prospectus prepared in connection with the Registration Statement;
(5) the minutes of meetings and actions by written consent of your
stockholders and Board of Directors that are contained in your minute
books that are in our possession;
(6) the stock records that you have provided to us (consisting of a list
of stockholders and a list of option holders respecting your capital
stock that was prepared by your corporate counsel Tomlinson Zisko
Morosoli & Maser LLP and dated January 31, 1998); and
(7) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the
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VeriSign, Inc.
February 24, 1998
Page 2
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies, the legal capacity of all
natural persons executing the same, the lack of any undisclosed terminations,
modifications, waivers or amendments to any documents reviewed by us and the due
execution and delivery of all documents where due execution and delivery are
prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information included in the documents referred
to above. We have made no independent investigation or other attempt to verify
the accuracy of any of such information or to determine the existence or non-
existence of any other factual matters; however, we are not aware of any facts
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that would lead us to believe that the opinion expressed herein is not accurate.
Based upon the foregoing, it is our opinion that the 4,961,389 shares of
Stock that may be issued and sold by you upon the exercise of options granted or
to be granted under the Option Plans, when issued and sold in accordance with
the respective Option Plan and purchase agreements to be entered into
thereunder, and in the manner referred to in the Prospectus associated with the
Registration Statement, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus prepared in connection therewith and any
amendments thereto.
This opinion speaks only as of its date and is intended solely for the your
use as an exhibit to the Registration Statement for the purpose of the above
sale of the Stock and is not to be relied upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
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EXHIBIT 23.02
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CONSENT OF KPMG PEAT MARWICK LLP
We consent to the incorporation herein by reference of our reports dated
January 8, 1998, relating to the consolidated balance sheets of VeriSign, Inc.
and subsidiary as of December 31, 1996 and 1997, and the related consolidated
statements of operations, stockholders' equity and cash flows for the period
from April 12, 1995 (inception) to December 31, 1995, and for each of the years
in the two-year period ended December 31, 1997, and the related schedule, which
reports appear in the registration statement (No. 333-40789) on Form S-1 of
VeriSign, Inc. We also consent to the reference to our firm under the heading
"Experts" in the prospectus.
KPMG PEAT MARWICK LLP
San Francisco, California
February 23, 1998
