<PAGE>
As filed with the Securities and Exchange Commission on January 26, 1999
Registration No. 333-70121
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
AMENDMENT NO. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
VERISIGN, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
Delaware 7371 94-3221585
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
---------------
1390 Shorebird Way
Mountain View, California 94043-1338
(650) 961-7500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
---------------
Dana L. Evan
Chief Financial Officer
VeriSign, Inc.
1390 Shorebird Way
Mountain View, California 94043-1338
(650) 961-7500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
---------------
Copies to:
<TABLE>
<S> <C> <C>
Laird H. Simons III, Esq. Timothy Tomlinson, Esq. Robert P. Latta, Esq.
Jeffrey R. Vetter, Esq. Tomlinson Zisko Morosoli & Maser LLP Chris F. Fennell, Esq.
Tyler R. Cozzens, Esq. 200 Page Mill Road Chris E. Montegut, Esq.
R. Gregory Roussel, Esq. Second Floor Priya S. Cherian, Esq.
Fenwick & West LLP Palo Alto, California 94306-2022 Wilson Sonsini Goodrich & Rosati,
Two Palo Alto Square (650) 325-8666 Professional Corporation
Palo Alto, California 94306-2105 650 Page Mill Road
(650) 494-0600 Palo Alto, California 94304-1050
(650) 493-9300
</TABLE>
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] _________________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _________________
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
---------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
This Amendment has been filed for the sole purpose of filing exhibits to
Registrant's Registration Statement on Form S-1 (File Number 333-70121) that
was initially filed with the Securities and Exchange Commission on January 5,
1999.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. Other Expenses of Issuance and Distribution.
The expenses to be paid by the Registrant in connection with this offering
are as follows. All amounts other than the SEC registration fee, NASD filing
fee and Nasdaq National Market application fee are estimates.
<TABLE>
<S> <C>
SEC Registration Fee............................................ $ 48,681.93
NASD Filing Fee................................................. 18,675.75
Nasdaq National Market Application Fee.......................... 17,500.00
Printing........................................................ 100,000.00
Legal Fees and Expenses......................................... 150,000.00
Accounting Fees and Expenses.................................... 150,000.00
Blue Sky Fees and Expenses...................................... 10,000.00
Transfer Agent and Registrar Fees............................... 20,000.00
Miscellaneous................................................... 35,142.32
-----------
Total......................................................... $550,000.00
===========
</TABLE>
ITEM 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law 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 of 1933, as amended (the
"Securities Act").
As permitted by the Delaware General Corporation Law, the Registrant's Third
Amended and Restated Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors 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 Registrant 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.
As permitted by the Delaware General Corporation Law, the Registrant's
Amended and Restated Bylaws, which will become effective upon the completion
of this offering, provide that (i) the Registrant is required to indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law, subject to certain very limited exceptions, (ii) the
Registrant may 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 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 Restated Bylaws are not exclusive.
The Registrant has entered into Indemnification Agreements with each of its
current directors and certain of its executive officers and intends to enter
into such Indemnification Agreements with each of its other 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.
II-1
<PAGE>
Reference is also made to Article VIII of the Underwriting Agreement, 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 and
executive officers for liabilities arising under the Securities Act.
The Registrant has obtained directors' and officers' liability insurance
with a per claim and annual aggregate coverage limit of $5 million.
Reference is made to the following documents filed as exhibits to this
Registration Statement regarding relevant indemnification provisions described
above and elsewhere herein:
<TABLE>
<CAPTION>
Exhibit
Document Number
-------- -------
<S> <C>
Underwriting Agreement (draft dated January 4, 1999)............... 1.01
Third Amended and Restated Certificate of Incorporation of
Registrant........................................................ 3.01
Amended and Restated Bylaws of Registrant.......................... 3.02
Form of Indemnification Agreement.................................. 10.05
</TABLE>
ITEM 15. Recent Sales of Unregistered Securities.
The following table sets forth information regarding all securities sold by
the Registrant since December 31, 1995.
<TABLE>
<CAPTION>
Aggregate
Name or Date Title of Number Purchase Form of
Class of Purchaser of Sale Securities of Shares Price Consideration
------------------ ------- ------------------ --------- --------- -------------
<S> <C> <C> <C> <C> <C>
Kleiner Perkins Caufield 2/20/96 Series B Preferred 1,153,207 2,825,357 Cash
& Byers VII............ Stock (1)
KPCB VII Founders Fund.. 2/20/96 Series B Preferred 125,947 308,570 Cash
Stock (1)
KPCB Information 2/20/96 Series B Preferred 32,799 80,358 Cash
Sciences Zaibatsu Fund Stock (1)
II.....................
Bessemer Venture 2/20/96 Series B Preferred 187,819 460,157 Cash
Partners DCI........... Stock (1)
Mitsubishi Corporation.. 2/20/96 Series B Preferred 72,026 176,464 Cash
Stock (1)
Security Dynamics 2/20/96 Series B Preferred 72,026 176,464 Cash
Technologies, Inc. .... Stock (1)
Intel Corporation....... 2/20/96 Series B Preferred 144,052 352,927 Cash
Stock (1)
Ameritech Development 2/20/96 Series B Preferred 72,026 176,464 Cash
Corporation............ Stock (1)
GC&H Investments........ 2/20/96 Series B Preferred 5,589 13,693 Cash
Stock (1)
Visa International 2/20/96 Series B Preferred 144,052 352,927 Cash
Service Association.... Stock (1)
Fischer Security 2/20/96 Series B Preferred 72,026 176,464 Cash
Corporation L.L.C. .... Stock (1)
First TZMM Investment 2/20/96 Series B Preferred 17,554 43,007 Cash
Partnership............ Stock (1)
Cisco Systems, Inc. .... 11/18/96 Series C Preferred 812,500 6,500,000 Cash
Stock (1)
Microsoft Corporation... 11/18/96 Series C Preferred 812,500 6,500,000 Cash
Stock (1)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Aggregate
Name or Title of Number Purchase Form of
Class of Purchaser Date of Sale Securities of Shares Price Consideration
------------------ ------------ ------------------ --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Venture Fund I, L.P. ... 11/18/96 Series C Preferred 250,000 2,000,000 Cash
Stock (1)
COMCAST Investment 11/18/96 Series C Preferred 250,000 2,000,000 Cash
Holdings, Inc. ........ Stock (1)
First Data Corporation.. 11/18/96 Series C Preferred 250,000 2,000,000 Cash
Stock (1)
Intuit Inc. ............ 11/18/96 Series C Preferred 250,000 2,000,000 Cash
Stock (1)
Reuters New Media 11/18/96 Series C Preferred 250,000 2,000,000 Cash
Inc. .................. Stock (1)
SOFTBANK Ventures, 11/18/96 Series C Preferred 250,000 2,000,000 Cash
Inc. .................. Stock (1)
Merrill Lynch & Co., 11/18/96 Series C Preferred 250,000 2,000,000 Cash
Incorporated........... Stock (1)
Amerindo Technology 11/18/96 Series C Preferred 62,500 500,000 Cash
Growth Fund II......... Stock (1)
Attractor L.P. ......... 11/18/96 Series C Preferred 62,500 500,000 Cash
Stock (1)
Chancellor LGT Asset 11/18/96 Series C Preferred 62,500 500,000 Cash
Management............. Stock (1)
Gemplus................. 12/17/96 Series C Preferred 62,500 500,000 Cash
Stock (1)
26 consultants.......... 3/28/96-1/29/98 Common Stock 90,405 172,150 Services
63 employee or director 2/27/96-1/29/98 Common Stock 2,069,625(2) 796,543 Cash
optionees.............. (option exercises)
Microsoft Corporation... 11/20/97 Common Stock 100,000 800,000 (3)
VeriFone, Inc./Hewlett-
Packard Company........ 11/20/97 Common Stock 250,000 2,000,000 (4)
Stockholders of
SecureIT, Inc. ........ 7/6/98 Common Stock 1,666,186 70,084,966(5) (6)
</TABLE>
- --------
(1) Each share of preferred stock automatically converted into one share of
common stock upon the closing of VeriSign's initial public offering.
(2) Of these shares, 78,125 were repurchased by cancellation of a promissory
note in the amount of $9,375, and 442,922 were subject to repurchase at
December 31, 1998. The repurchase right lapses ratably over four years.
(3) The shares of common stock were issued in connection with a preferred
provider agreement with VeriSign.
(4) The shares of common stock were issued in connection with the execution of
certain agreements, including a settlement of claims, with VeriFone, Inc.,
which is owned by Hewlett-Packard Company.
(5) Based on the closing price of VeriSign's common stock on July 6, 1998 of
$42.063 per share.
(6) All of the issued and outstanding capital stock of SecureIT, Inc.
All sales of common stock to employees made pursuant to the exercise of
stock options granted under VeriSign's stock option plans or pursuant to
restricted stock purchase agreements, and all sales to consultants for
services, were made pursuant to the exemption from the registration
requirements of the Securities Act afforded by Rule 701 promulgated under the
Securities Act.
All other sales were made in reliance on Section 4(2) of the Securities Act
and/or Regulation D promulgated under the Securities Act. These sales were
made without general solicitation or advertising. Each purchaser was a
sophisticated investor with access to all relevant information necessary to
evaluate the investment who represented to the Registrant that the shares were
being acquired for investment.
II-3
<PAGE>
ITEM 16. Exhibits and Financial Statement Schedules.
(a) The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
1.01 Underwriting Agreement (draft dated January 4, 1999).+
2.01 Agreement and Plan of Reorganization dated as of July 6, 1998 by and
between Registrant, VeriSign Merger Corp., SecurelT and the
shareholders of SecureIT.(1)
3.01 Third Amended and Restated Certificate of Incorporation of the
Registrant.(2)
3.02 Amended and Restated Bylaws of Registrant.(2)
4.01 Investors' Rights Agreement, dated November 15, 1996, among the
Registrant and the parties indicated therein.(2)
4.02 First Amendment to Amended and Restated Investors' Rights Agreement
dated as of July 7, 1998 by and between Registrant and certain
stockholders of Registrant.(1)
4.03 Registration Rights Agreement dated as of July 6, 1998 by and between
Registrant and the former shareholders of SecureIT.(3)
4.04 Form of Specimen Common Stock Certificate.(2)
5.01 Opinion of Fenwick & West LLP regarding legality of the securities
being registered.
10.05 Form of Indemnification Agreement entered into by the Registrant with
each of its directors and executive officers.(2)
10.06 Registrant's 1995 Stock Option Plan and related documents.(2)
10.07 Registrant's 1997 Stock Option Plan.(2)
10.08 Registrant's 1998 Directors' Stock Option Plan and related
documents.(2)
10.09 Registrant's 1998 Equity Incentive Plan and related documents.(2)
10.10 Registrant's 1998 Employee Stock Purchase Plan and related
documents.(2)
10.11 Registrant's Executive Loan Program of 1996.(2)
10.14 Form of Full Recourse Secured Promissory Note and Form of Pledge and
Security Agreement entered into between the Registrant and certain
executive officers.(2)
10.15 Assignment Agreement, dated April 18, 1995, between the Registrant and
RSA Data Security, Inc.(2)
10.16 BSAFE/TIPEM OEM Master License Agreement, dated April 18, 1995,
between the Registrant and RSA Data Security, Inc., as amended.(2)
10.17 Non-Compete and Non-Solicitation Agreement, dated April 18, 1995,
between the Registrant and RSA Data Security, Inc.(2)
10.18 Microsoft/VeriSign Certificate Technology Preferred Provider
Agreement, effective as of May 1, 1997, between the Registrant and
Microsoft Corporation.(2)**
10.19 Master Development and License Agreement, dated September 30, 1997,
between the Registrant and Security Dynamics Technologies, Inc.(2)**
10.20 License Agreement, dated December 16, 1996, between the Registrant and
VeriSign Japan K.K.(2)
10.21 Loan Agreement, dated January 30, 1997, between the Registrant and
Venture Lending & Leasing, Inc.(2)
10.22 Security Agreement, dated January 30, 1997, between the Registrant and
Venture Lending & Leasing, Inc.(2)
10.23 VeriSign Private Label Agreement, dated April 2, 1996, between the
Registrant and VISA International Service Association.(2)**
10.24 VeriSign Private Label Agreement, dated October 3, 1996, between the
Registrant and VISA International Service Association.(2)**
10.25 Lease Agreement, dated August 15, 1996, between the Registrant and
Shoreline Investments VII.(2)
10.26 Lease Agreement, dated September 18, 1996, between the Registrant and
Shoreline Investments VII.(2)
10.27 Sublease Agreement, dated September 5, 1996, between the Registrant
and Security Dynamics Technologies, Inc.(2)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
10.28 Employment Offer Letter Agreement, between the Registrant and Stratton
Sclavos, dated June 12, 1995, as amended October 4, 1995.(2)
10.29 Employment and Non-Competition Agreement between SecureIT and Jagtar
Chaudhry.+
10.30 Amendment Number One to Master Development and License Agreement dated
as of December 31, 1998 between the Registrant and Security Dynamics
Technologies, Inc.+
10.31 Amendment Number Two to BSAFE/TIPEM OEM Master License Agreement dated
as of December 31, 1998 between the Registrant and RSA Data Security,
Inc.+
10.32 Sublease dated as of September 25, 1998 between the Registrant and
Silicon Graphics, Inc.+
21.01 Subsidiaries of the Registrant.+
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of KPMG LLP.+
24.01 Power of Attorney.+
27.01 Financial Data Schedule (available in EDGAR format only).+
</TABLE>
- --------
+ Previously filed.
(1) Previously filed as an exhibit to the Registrant's Current Report on Form
8-K filed on July 21, 1998 and incorporated herein by reference.
(2) Previously filed with the Commission as an exhibit to the Registrant's
Registration Statement on Form S-1 (File Number 333-49789) and
incorporated herein by reference.
(3) Previously filed with the Commission as an exhibit to the Registrant's
Registration Statement on Form S-8 (File No. 333-58583).
* to be filed by amendment
** Confidential treatment was received with respect to certain portions of
this agreement. Such portions were omitted and filed separately with the
Securities and Exchange Commission.
(b) Financial statement schedules are omitted because the information called
for is not required or is shown either in the financial statements or the
notes thereto.
ITEM 17. Undertakings.
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 described under Item 14 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange 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, 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.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment to the 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 25th day of January, 1999.
VERISIGN, INC.
By: /s/ Stratton D. Sclavos
-----------------------------------
Stratton D. Sclavos
President and Chief Executive
Officer
In accordance with the requirements of the Securities Act, this Amendment has
been signed by the following persons in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
Principal Executive Officer:
<S> <C> <C>
/s/ Stratton D. Sclavos President, Chief Executive January 25, 1999
____________________________________ Officer and Director
Stratton D. Sclavos
Principal Financial and Principal Accounting Officer:
/s/ Dana L. Evan Vice President of Finance January 25, 1999
____________________________________ and Administration and
Dana L. Evan Chief Financial Officer
Directors:
D. James Bidzos* Chairman of the Board January 25, 1999
____________________________________
D. James Bidzos
William Chenevich* Director January 25, 1999
____________________________________
William Chenevich
Kevin R. Compton* Director January 25, 1999
____________________________________
Kevin R. Compton
David J. Cowan* Director January 25, 1999
____________________________________
David J. Cowan
Timothy Tomlinson* Director and Secretary January 25, 1999
____________________________________
Timothy Tomlinson
/s/ Dana L. Evan
*By: _______________________________
Dana L. Evan
Attorney-in-Fact
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
1.01 Underwriting Agreement (draft dated January 4, 1999).+
2.01 Agreement and Plan of Reorganization dated as of July 6, 1998 by and
between Registrant, VeriSign Merger Corp., SecurelT and the
shareholders of SecureIT.(1)
3.01 Third Amended and Restated Certificate of Incorporation of the
Registrant.(2)
3.02 Amended and Restated Bylaws of Registrant.(2)
4.01 Investors' Rights Agreement, dated November 15, 1996, among the
Registrant and the parties indicated therein.(2)
4.02 First Amendment to Amended and Restated Investors' Rights Agreement
dated as of July 7, 1998 by and between Registrant and certain
stockholders of Registrant.(1)
4.03 Registration Rights Agreement dated as of July 6, 1998 by and between
Registrant and the former shareholders of SecureIT.(3)
4.04 Form of Specimen Common Stock Certificate.(2)
5.01 Opinion of Fenwick & West LLP regarding legality of the securities
being registered.
10.05 Form of Indemnification Agreement entered into by the Registrant with
each of its directors and executive officers.(2)
10.06 Registrant's 1995 Stock Option Plan and related documents.(2)
10.07 Registrant's 1997 Stock Option Plan.(2)
10.08 Registrant's 1998 Directors' Stock Option Plan and related
documents.(2)
10.09 Registrant's 1998 Equity Incentive Plan and related documents.(2)
10.10 Registrant's 1998 Employee Stock Purchase Plan and related
documents.(2)
10.11 Registrant's Executive Loan Program of 1996.(2)
10.14 Form of Full Recourse Secured Promissory Note and Form of Pledge and
Security Agreement entered into between the Registrant and certain
executive officers.(2)
10.15 Assignment Agreement, dated April 18, 1995, between the Registrant and
RSA Data Security, Inc.(2)
10.16 BSAFE/TIPEM OEM Master License Agreement, dated April 18, 1995,
between the Registrant and RSA Data Security, Inc., as amended.(2)
10.17 Non-Compete and Non-Solicitation Agreement, dated April 18, 1995,
between the Registrant and RSA Data Security, Inc.(2)
10.18 Microsoft/VeriSign Certificate Technology Preferred Provider
Agreement, effective as of May 1, 1997, between the Registrant and
Microsoft Corporation.(2)**
10.19 Master Development and License Agreement, dated September 30, 1997,
between the Registrant and Security Dynamics Technologies, Inc.(2)**
10.20 License Agreement, dated December 16, 1996, between the Registrant and
VeriSign Japan K.K.(2)
10.21 Loan Agreement, dated January 30, 1997, between the Registrant and
Venture Lending & Leasing, Inc.(2)
10.22 Security Agreement, dated January 30, 1997, between the Registrant and
Venture Lending & Leasing, Inc.(2)
10.23 VeriSign Private Label Agreement, dated April 2, 1996, between the
Registrant and VISA International Service Association.(2)**
10.24 VeriSign Private Label Agreement, dated October 3, 1996, between the
Registrant and VISA International Service Association.(2)**
10.25 Lease Agreement, dated August 15, 1996, between the Registrant and
Shoreline Investments VII.(2)
10.26 Lease Agreement, dated September 18, 1996, between the Registrant and
Shoreline Investments VII.(2)
10.27 Sublease Agreement, dated September 5, 1996, between the Registrant
and Security Dynamics Technologies, Inc.(2)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
10.28 Employment Offer Letter Agreement, between the Registrant and Stratton
Sclavos, dated June 12, 1995, as amended October 4, 1995.(2)
10.29 Employment and Non-Competition Agreement between SecureIT and Jagtar
Chaudhry.+
10.30 Amendment Number One to Master Development and License Agreement dated
as of December 31, 1998 between the Registrant and Security Dynamics
Technologies, Inc.+
10.31 Amendment Number Two to BSAFE/TIPEM OEM Master License Agreement dated
as of December 31, 1998 between the Registrant and RSA Data Security,
Inc.+
10.32 Sublease dated as of September 25, 1998 between the Registrant and
Silicon Graphics, Inc.+
21.01 Subsidiaries of the Registrant.+
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of KPMG LLP.+
24.01 Power of Attorney.+
27.01 Financial Data Schedule (available in EDGAR format only).+
</TABLE>
- --------
+ Previously filed.
(1) Previously filed as an exhibit to the Registrant's Current Report on Form
8-K filed on July 21, 1998 and incorporated herein by reference.
(2) Previously filed with the Commission as an exhibit to the Registrant's
Registration Statement on Form S-1 (File Number 333-49789) and
incorporated herein by reference.
(3) Previously filed with the Commission as an exhibit to the Registrant's
Registration Statement on Form S-8 (File No. 333-58583).
* to be filed by amendment
** Confidential treatment was received with respect to certain portions of
this agreement. Such portions were omitted and filed separately with the
Securities and Exchange Commission.
(b) Financial statement schedules are omitted because the information called
for is not required or is shown either in the financial statements or the
notes thereto.
<PAGE>
EXHIBIT 5.01
------------
[LETTERHEAD OF FENWICK & WEST LLP]
January 25, 1999
VeriSign, Inc.
1390 Shorebird Way
Mountain View, CA 94043-1337
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-1
(File Number 333-70121) (the "Registration Statement") filed by you with the
Securities and Exchange Commission (the "Commission") on or about January 5,
1999, as subsequently amended, in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 2,760,000 shares of your
Common Stock (the "Stock"), 1,565,000 of which are presently issued and
outstanding and will be sold by certain selling stockholders (the "Selling
Stockholders").
In rendering this opinion, we have examined the following:
(1) your registration statement on Form S-1 (File Number 333-40789) filed
with and declared effective by the Commission on January 29, 1998,
together with the Exhibits filed as a part thereof;
(2) your registration statement on Form 8-A (File Number 000-23593) filed
with the Commission on January 5, 1998;
(3) the Registration Statement, together with the Exhibits filed as a part
thereof;
(4) the Prospectuses prepared in connection with the Registration
Statement;
(5) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in your minute
books that are in our possession;
(6) your stock records that you have provided to us (consisting of a
certificate from your transfer agent verifying the number of your
issued and outstanding shares of capital stock as December 31, 1998
and a list of option and warrant holders respecting your capital and
of any rights to purchase capital stock that was prepared by you and
dated December 31, 1998, verifying the number of such issued and
outstanding securities).
<PAGE>
January 25, 1999
Page 2
(7) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations.
(8) The various stock purchase and other agreements under which the
Selling Stockholders acquired the Stock to be sold by them as
described in the Registration Statement.
(9) the Custody Agreement and Powers of Attorney signed by the Selling
Stockholders in connection with the sale of Stock described in the
Registration Statement.
By telephone call to the offices of the Commission, we have also confirmed
the continued effectiveness of the Company's registration under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the timely filing by
you of all reports required to be filed by you pursuant to Rules 13, 14 and 15
promulgated under the Exchange Act.
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 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 obtained from public officials and
records 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
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aware of any facts that would cause us to believe that the opinion expressed
herein is not accurate.
We are admitted to practice law in the State of California, and we express
no opinion herein with respect to the application or effect of the laws of any
jurisdiction other than the existing laws of the United States of America and
the State of California and (without reference to case law or secondary sources)
the existing Delaware General Corporation Law.
Based upon the foregoing, it is our opinion that the 1,565,000 shares of
Stock to be sold by the Selling Stockholders pursuant to the Registration
Statement are legally issued, fully paid and nonassessable and that the up to
1,195,000 shares of Stock to be issued and sold by you, when issued and sold in
accordance in the manner referred to in the relevant Prospectus associated with
the Registration Statement, will be validly issued, fully paid and
nonassessable.
<PAGE>
January 25, 1999
Page 3
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 constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof. This
opinion 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
By: /s/ Jeffrey Vetter
--------------------------------
Jeffrey Vetter, a Partner
