VERISIGN INC/CA
425, 2000-03-21
COMPUTER PROGRAMMING SERVICES
Previous: ONYX SOFTWARE CORP/WA, 10-K405, 2000-03-21
Next: SCHICK TECHNOLOGIES INC, 10-K, 2000-03-21


<PAGE>

                                                         Filed By VeriSign, Inc.
                                                  Pursuant to Rule 425 under the
                                                          Securities Act of 1933
                              And deemed filed pursuant to Rule 14a-12 under the
                                                 Securities Exchange Act of 1934

                                       Subject Company:  Network Solutions, Inc.
                                                   Commission File No. 000-22967



                                 VERISIGN, INC.

                         SLIDE PRESENTATION CONCERNING

              VERISIGN'S PROPOSED ACQUISITION OF NETWORK SOLUTIONS


Slide 1:

[VeriSign logo]

The Internet Trust Company


Slide 2:

[VeriSign logo]

Safe Harbor

During the course of this presentation, we may make projections or other forward
looking statements regarding future events or the future financial performance
of the companies.  We wish to caution you that such statements are just
projections and the actual events or results may differ materially.  We refer
you to the documents the companies have filed from time to time with the SEC,
specifically each company's last filed Form 10-K and Form 10-Q.  These documents
contain and identify important factors that could cause the actual results to
differ materially from those contained in these projections and forward looking
statements.


Slide 3:

[VeriSign logo]
<PAGE>

Simple Mission

Provide the Trust Services That Make the Internet and E-Commerce Work

Every Domain Name, Every Transaction, Everywhere

"The E-Commerce Utility"


Slide 4:

[VeriSign logo]

 . VeriSign to acquire Network Solutions

 . Creates global Internet infrastructure leader

 . Critical lifecycle services for every e-business

 . Highly complementary fit: technology, customer set, channel, culture,
  business model

 . Numerous top and bottom line synergies

 . Over 9 million customers on a global basis


Slide 5:

[VeriSign logo]

Transaction Highlights

 . 2.15 VeriSign shares issued for each NSOL share

 . Pro forma ownership (fully diluted): 60% VRSN / 40% NSOL

 . Board composition: 6 VRSN/3 NSOL

 . Key executives

  -  Stratton Sclavos - CEO, VeriSign Inc.

  -  Dana Evan - CFO, VeriSign Inc.

  -  Jim Rutt - CEO, NSI Subsidiary

  -  Bob Korzeniewski - Exec in charge of integration team

 . Purchase accounting

 . Targeted closing Q3 2000


Slide 6:

[VeriSign logo]

Keys to Internet Success
<PAGE>

 . Enabler and beneficiary of Internet and e-commerce growth

 . First mover

 . Scale and global reach

 . Strong technology and distribution partners

 . Trusted third party


Slide 7:

[VeriSign logo]

Highly Complementary Fit

<TABLE>
<CAPTION>
Network Solutions                                VeriSign

<S>                                              <C>
 . Market Leader in Infrastructure for Internet    . Market Leader in Infrastructure for Trusted
  Identity and Presence                             E-Commerce

 . First Mover in Domain Registration -- #1        . First Mover in Digital Authentication and
  Internet Registrar                                Global PKI

 . Exclusive Internet Registry, DNS                . Unique technology embedded in key Internet
  Infrastructure                                    applications

 . Market Share and Brand Leader                   . Market Share and Brand Leader

 . Over 260 Channel Partners, 4,000 resellers      . Over 3,500 Channel Partners and 20 Global

 . Subscription-Based Model                          Affiliates

 . Exceptional Financial Performance               . Subscription-based Model
                                                  . Exceptional Financial Performance
</TABLE>

Slide 8:

[VeriSign logo]

Customer Lifecycle

<TABLE>
<CAPTION>
       Web          Commercial Presence        Simple              Customer/             Global
     Identity                                E-Commerce         Supplier Mgmt.           Trading

<S>                 <C>
</TABLE>

[Large arrow showing a progression of the following images: websites, one
website with a dollar symbol ($) next to it, several buildings and a website
with lines between them indicating network connections, and a globe]


Slide 9:

[VeriSign logo]
<PAGE>

Infrastructure Requirements

<TABLE>
<CAPTION>
       Web          Commercial Presence        Simple              Customer/             Global
     Identity                                E-Commerce         Supplier Mgmt.           Trading

<S>                 <C>
</TABLE>

[Large arrow showing a progression of the following images: websites, one
website with a dollar symbol ($) next to it, several buildings and a website
with lines between them indicating network connections, and a globe]


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
   Trusted         Domain Name        Digital           Secure          B2C and B2B     Digital Notary
   Services        Registration     Certificates      Application         Payments
                                                       Services
- --------------------------------------------------------------------------------------------------------
<S>              <C>
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
   Trusted        Registry          DNS         Directory         PKI          Payment      Validation
Infrastructure
- --------------------------------------------------------------------------------------------------------
<S>               <C>
</TABLE>

Slide 10:

[VeriSign logo]

Market Opportunity

<TABLE>
<CAPTION>
       Web          Commercial Presence        Simple              Customer/             Global
     Identity                                E-Commerce         Supplier Mgmt.           Trading

<S>                 <C>
</TABLE>

[Large arrow showing a progression of the following images: websites, one
website with a dollar symbol ($) next to it, several buildings and a website
with lines between them indicating network connections, and a globe]

<TABLE>
<CAPTION>
       160M                   40M                   10M                    .2M                      .1M
<S>                    <C>                      <C>                <C>                     <C>
 . Domain Name          . Website Creation       . Website          . Extranet               . Trusted Directories
 . Directory Listing    . Global Name Mgmt.        Certificates       VPNs                   . Buyer Credentials
 . DNS Distribution                              . Credit Card      . Business Messaging     . Seller Credentials
                                                  Payments         . Wireless               . ACH Payments
                                                                                            . Digital Receipts
</TABLE>

Slide 11:

[VeriSign logo]
<PAGE>

Increasing Value Proposition

<TABLE>
<CAPTION>
       Web          Commercial Presence        Simple              Customer/             Global
     Identity                                E-Commerce         Supplier Mgmt.           Trading

<S>                 <C>
</TABLE>

[Large arrow showing a progression of the following images: websites, one
website with a dollar symbol ($) next to it, several buildings and a website
with lines between them indicating network connections, and a globe]

<TABLE>
<CAPTION>
       $35/yr                $300/yr               $1000/yr              $50K/yr                  $200K/yr
<S>                    <C>                      <C>                <C>                     <C>
 . Domain Name          . Website Creation       . Website          . Extranet               . Trusted Directories
 . Directory Listing    . Global Name Mgmt.        Certificates     . VPNs                   . Buyer Credentials
 . DNS Distribution                              . Credit Card      . Business Messaging     . Seller Credentials
                                                  Payments         . Wireless               . ACH Payments
                                                                                            . Digital Receipts
</TABLE>

Slide 12:

[VeriSign logo]

Customer Momentum

[Background is listing in fine print of hundreds of companies]

[Centered, in foreground:]

9 Million domain names

200,000 e-commerce sites

1,000 Enterprises

20 Global affiliates


Slide 13:

[VeriSign logo]

Why Now?

 . Internet and e-commerce growth accelerating

  - Biggest opportunity in front of us

 . Customers demanding integrated services

 . Ability to establish lifetime customer relationship
<PAGE>

 . Potential to "e-commerce enable" every business overnight

 . Unique combination creates critical mass


Slide 14:

[VeriSign logo]

Compelling Synergies

 . Customers

  - Reduced acquisition costs

  - Cross-sell and up-sell opportunities

  - One-stop shop

 . Technology and product

  - Secure DNS

  - Trusted directories

  - Advanced messaging

 . Infrastructure services

  - Commerce-enabled Internet

  - Extends global reach

 . Distribution Partners

  - Enhanced portfolio of services

  - Over 4,000 resellers


Slide 15:

[VeriSign logo]

Complementary Business Models

 . Multiple revenue sources

 . Annuity-like recurring revenue streams

 . Significant deferred revenue

  - Predictability

  - Visibility

 . Expanding Margins

  - Gross
<PAGE>

  - Operating

  - Net

 . Strong operating cash flow

  - Approximately $1 billion on balance sheet today

 . Aggressive sales, marketing and investment opportunity

 . Strong sequential earnings momentum


Slide 16:

[VeriSign logo]

Annual Revenue Profiles

[2 bar charts, one VeriSign, the other Network Solutions, showing 1996-1999
historic revenues of each company as well as the historic compound annual growth
rate]


Slide 17:

[VeriSign logo]

Quarterly Revenue Profiles

[2 bar charts, one VeriSign, the other Network Solutions, showing historic
quarterly revenues of each company for 1998 and 1999]


Slide 18:

[VeriSign logo]

Deferred Revenue Profiles

[2 bar charts, one VeriSign, the other Network Solutions, showing historic
quarterly deferred revenue balances of each company as of the end of each
quarter of 1998 and 1999]


Slide 19:

[VeriSign logo]

Acquisition Impact

 . Combination produces one of the most powerful
  business models on the Internet

 . Combined market opportunity and synergies drive revenue acceleration and
  accretion on cash EPS

 . Purchase accounting
<PAGE>

  - Goodwill amortized over 3-5 years


Slide 20:

[VeriSign logo]

The Internet Trust Company

 . Critical Internet infrastructure services

 . Untapped market opportunity

 . Broad range of customer solutions

 . Global distribution


Slide 21:

[VeriSign logo]

The Internet Trust Company

                    * * * * * * * * * * * * * * * * * * * *

             CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

With the exception of the historical data contained herein, this slide
presentation contains forward-looking statements within the meaning of the Safe
Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Such
statements are based on the current expectations and beliefs of managements of
VeriSign and Network Solutions and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. In particular, the following
factors, among others, could cause actual results to differ materially from
those described in the forward-looking statements: failure of the transaction to
close due to the failure to obtain regulatory or other approvals; failure of the
VeriSign or Network Solutions stockholders to approve the merger; the risk that
the VeriSign and Network Solutions businesses will not be integrated
successfully and unanticipated costs of such integration; failure of the
combined company to retain and hire key executives, technical personnel and
other employees; failure of the combined company to manage its growth and the
difficulty of successfully managing a larger, more geographically dispersed
organization; failure of the combined company to successfully manage its
changing relationships with customers, suppliers and strategic customers;
failure of the combined company's customers to accept the new service offerings
and, in particular, the risk that businesses and consumers may not adopt the
Internet for electronic commerce as rapidly as anticipated; the risk that
security breakdowns on the Internet might adversely affect the growth of
electronic commerce; and competition in the various markets serviced by the
combined company.

For a detailed discussion of these and other cautionary statements, please refer
to the joint proxy statement/prospectus to be filed by both companies as
described below, as well as the companies' filings with the Securities and
Exchange Commission, especially in the "Factors That May
<PAGE>

Affect Future Results of Operations" section of the Management's Discussion and
Analysis section of VeriSign's Form 10-K for 1999, Form 10-Q for the quarter
ended September 30, 1999, the "Risk Factors" section of VeriSign's S-3
Registration Statement filed with the Securities and Exchange Commission on
January 11, 2000, the "Factors Affecting Operating Results" section of the
Management's Discussion and Analysis section of Network Solutions' Form 10-Q for
the quarter ended September 30, 1999 that was filed with the Securities and
Exchange Commission on November 15, 1999 and the "Risk Factors" section of
Network Solutions' S-3 Registration Statement filed with the Securities and
Exchange Commission on December 22, 1999 and subsequently amended.

                    * * * * * * * * * * * * * * * * * * * *

                   WHERE YOU CAN FIND ADDITIONAL INFORMATION

Investors and security holders of both VeriSign and Network Solutions are
advised to read the joint proxy statement/prospectus regarding the business
combination transaction referenced in the foregoing information, when it becomes
available, because it will contain important information. VeriSign and Network
Solutions expect to mail a joint proxy statement/prospectus about the merger to
their respective stockholders. Such joint proxy statement/prospectus will be
filed with the Securities and Exchange Commission by both companies. Investors
and security holders may obtain a free copy of the joint proxy
statement/prospectus (when available) and other documents filed by the companies
at the Securities and Exchange Commission's web site at http://www.sec.gov. The
                                                        ------------------
joint proxy statement/prospectus and such other documents may also be obtained
from VeriSign or Network Solutions by directing such requests to the respective
addresses listed below.

VeriSign and its officers and directors may be deemed to be participants in the
solicitation of proxies from VeriSign's stockholders with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors is included in VeriSign's Proxy Statement for its 1999
Annual Meeting of Stockholders filed with the Securities and Exchange Commission
on April 22,1999. This document is available free of charge at the Securities
and Exchange Commission's Web site at http://www.sec.gov and from the VeriSign
contact listed below.

Network Solutions and its officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of Network
Solutions with respect to the transactions contemplated by the merger agreement.
Information regarding such officers and directors is included in Network
Solutions' S-3 Registration Statement filed with the Securities and Exchange
Commission on December 22, 1999, and subsequently amended. This document is
available free of charge at the Securities and Exchange Commission's Web site at
http://www.sec.gov and from the Network Solutions contact listed below.



© 2019 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission