<PAGE>
As filed with the Securities and Exchange Commission on January 27, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VERISIGN, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<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>
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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)
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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)
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Copies to:
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<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
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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. [X] 333-70121
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. [_]
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Registration
Securities to be Registered Registered(1) Per Share Offering Price Fee(1)
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<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per
share............................... 402,500 $80.50 $32,401,250 $9,007.55
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(1) The Company previously registered an aggregate of 2,760,000 shares of
Common Stock on a Registration Statement on Form S-1 (File No. 333-70121)
for an aggregate maximum aggregate offering price of $174,487,200 for
which a filing fee of $48,681.93 was previously paid upon the filing of
such Registration Statement. On January 26, 1999, an additional $10,000
was paid via wire transfer from which the required filing fee of $9,007.55
should be drawn. Accordingly, the Registrant has instructed a bank to
transmit a wire transfer to the Securities and Exchange Commission of the
requisite fee, the Registrant will not revoke such instruction, and it has
sufficient funds in the Commission's account to cover the amount of the
registration fee.
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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.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), by VeriSign, Inc. (the "Company").
This Registration Statement relates to the public offering of Common Stock of
the Company contemplated by the Registration Statement on Form S-1, File No.
333-70121 (the "Prior Registration Statement."), and is being filed for the
sole purpose of increasing the number of shares of Common Stock offered by
402,500 shares and increasing the aggregate offering price to the public set
forth in such Registration Statement by $32,401,250. The contents of the Prior
Registration Statement are hereby incorporated by reference.
<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 26th day of January, 1999.
VERISIGN, INC.
By: /s/ Stratton D. Sclavos
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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.
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<CAPTION>
Signature Title Date
--------- ----- ----
Principal Executive Officer:
<S> <C> <C>
/s/ Stratton D. Sclavos President, Chief Executive January 26, 1999
____________________________________ Officer and Director
Stratton D. Sclavos
Principal Financial and Principal Accounting Officer:
/s/ Dana L. Evan Vice President of Finance January 26, 1999
____________________________________ and Administration and
Dana L. Evan Chief Financial Officer
Directors:
D. James Bidzos* Chairman of the Board January 26, 1999
____________________________________
D. James Bidzos
William Chenevich* Director January 26, 1999
____________________________________
William Chenevich
Kevin R. Compton* Director January 26, 1999
____________________________________
Kevin R. Compton
David J. Cowan* Director January 26, 1999
____________________________________
David J. Cowan
Timothy Tomlinson* Director and Secretary January 26, 1999
____________________________________
Timothy Tomlinson
/s/ Dana L. Evan
*By: _______________________________
Dana L. Evan
Attorney-in-Fact
</TABLE>
II-1
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EXHIBIT INDEX
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Exhibit
Number Exhibit Title
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<C> <S>
5.01 Opinion of Fenwick & West LLP regarding legality of the securities
being registered.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of KPMG LLP.
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EXHIBIT 5.01
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[LETTERHEAD OF FENWICK & WEST LLP]
January 26, 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, including by the Registration Statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"462(b) Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 3,162,500 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 and the 462(b) 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).
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January 26, 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
1,597,500 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.
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January 26, 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
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Jeffrey Vetter, a Partner
<PAGE>
EXHIBIT 23.02
CONSENT OF KPMG LLP
The Board of Directors
VeriSign, Inc.:
We consent to the incorporation by reference herein of our report dated December
18, 1998, with respect to the consolidated balance sheets of VeriSign, Inc. and
subsidiaries 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, which report appears in the
registration statement (No. 333-70121) on Form S-1 dated January 26, 1999, filed
by VeriSign, Inc., and to the reference to our firm under the headings "Selected
Consolidated Financial Data" and "Experts" in the prospectus.
KPMG LLP
Mountain View, California
January 26, 1999
