<PAGE>
As filed with the Securities and Exchange Commission on August 5, 1999
Registration No. 333-46803
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
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.)
1350 Charleston Road
Mountain View, California 94043-1331
(Address of principal executive offices)
1998 Equity Incentive Plan
1998 Employee Stock Purchase Plan
Non-Plan Stock Options
Granted by Registrant
(Full titles of the plans)
Dana L. Evan
Chief Financial Officer
VeriSign, Inc.
1350 Charleston Road
Mountain View, California 94043-1331
(650) 961-7500
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Jeffrey R. Vetter, Esq.
R. Gregory Roussel, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Proposed
Amount Proposed Maximum Maximum
to be Offering Price Aggregate Offering Amount of
Title of Securities to be Registered Registered Per Share Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.001 per share.......... 4,900,000 (1) $81.47 (2) $399,203,000 (2) $0 (3)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents 4,000,000 additional shares reserved for issuance upon exercise
of stock options under the Registrant's 1998 Equity Incentive Plan and
500,000 additional shares available for issuance under the Registrant's
1998 Employee Stock Purchase Plan pursuant to amendments of such plans made
effective as of May 27, 1999. Also includes 400,000 shares reserved for
issuance upon exercise of stock options pursuant to Non-Plan Option
Agreements with five non-executive officer employees. Shares issuable upon
exercise of stock options under the Registrant's 1998 Equity Incentive Plan
were originally registered on a Registration Statement on Form S-8 (File
No. 333-46803) filed on February 24, 1998. Shares available for issuance
under the Registrant's 1998 Employee Stock Purchase Plan were originally
registered on a Registration Statement on Form S-8 (File No. 333-45237)
filed on January 30, 1998.
(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 July 13, 1999.
(3) A fee of $110,978.43 was previously paid in connection with the initial
filing of the Registration Statement.
================================================================================
<PAGE>
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 12th day
of July, 1999.
VERISIGN, INC.
By: /s/ Dana L. Evan
-----------------------
Dana L. Evan
Vice President of Finance and Administration
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1, Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Principal Executive Officer
and Director:
Stratton D. Sclavos* President, Chief Executive July 12, 1999
- --------------------------------- Officer and Director
Stratton D. Sclavos
Principal Financial and
Principal Accounting Officer:
/s/ Dana L. Evan Vice President of Finance and
- --------------------------------- Administration and
Dana L. Evan Chief Financial Officer July 12, 1999
Additional Directors:
D. James Bidzos* Director July 12, 1999
- ---------------------------------
D. James Bidzos
William Chenevich* Director July 12, 1999
- ---------------------------------
William Chenevich
Kevin R. Compton* Director July 12, 1999
- ---------------------------------
Kevin R. Compton
David J. Cowan* Director
- --------------------------------- July 12, 1999
David J. Cowan
Tim Tomlinson* Director July 12, 1999
- ---------------------------------
Timothy Tomlinson
* By: /s/ Dana L. Evan
------------------
Dana L. Evan
Attorney-in-Fact
