425, 2000-03-07
Previous: VERISIGN INC/CA, 8-K, 2000-03-07


                                                         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

On March 7, 2000, VeriSign, Inc. and Network Solutions, Inc. issued the
following joint press release:

FINAL: For Distribution March 7, 7:00 am ET
Jeff Wenker
Edelman Public Relations Worldwide (for VeriSign)
[email protected]

VeriSign Acquires Network Solutions to Form World's Largest Provider of Internet
Trust Services

Combined Trust Infrastructure to Accelerate E-Commerce for Millions of
Businesses and Consumers Across the Internet

MOUNTAIN VIEW, Calif. and HERNDON, Va., March 7 /PRNewswire/ -- VeriSign, Inc.
(Nasdaq: VRSN - news), the leading provider of Internet trust services, and
         ----   ----
Network Solutions, Inc. (Nasdaq: NSOL - news), the world's leading provider of
                                 ----   ----
Internet domain name registration and global registry services, today announced
the signing of a definitive agreement for VeriSign to acquire Network Solutions
in an all-stock purchase transaction. This transaction combines two
infrastructure leaders whose trust services support businesses and consumers
from the moment they first establish an Internet presence through the entire
lifecycle of e-commerce activities.

Under the agreement, VeriSign will issue 2.15 shares of VeriSign common stock
for each share of Network Solutions stock as constituted prior to the 2-for-1
split of Network Solutions stock to be completed on March 10, 2000. The
transaction, valued at approximately $21 billion based on yesterday's closing
price of VeriSign common stock, has been approved by both companies' Boards of
Directors and is subject to approval by VeriSign and Network Solutions
stockholders. The acquisition is expected to close in the

third quarter of 2000, subject to customary conditions, including obtaining
necessary regulatory approvals. The resulting company expects to add to its
existing employee base to exploit new market opportunities. At closing, Network
Solutions will become a subsidiary of VeriSign with Jim Rutt continuing to serve
as Network Solutions' CEO, reporting to Stratton Sclavos, president and CEO of

``With one of the largest subscriber bases on the Internet, VeriSign and Network
Solutions will have the scale and range of services to take e-commerce to the
next level,'' said Stratton Sclavos, President and CEO of VeriSign. ``With
Network Solutions as the gateway to establishing online identity and Web
presence, and VeriSign as the provider of Internet authentication, validation
and payment services, our combined company will serve as the trust utility that
will power the Internet economy.''

``VeriSign and Network Solutions have a longstanding partnership, which makes
this combination a natural evolution for our business and for the Internet,''
said Jim Rutt, CEO of Network Solutions. ``Combining the two most trusted brands
in Internet infrastructure provides millions of businesses and consumers with
the confidence to conduct a broad range of e-commerce activities, from their
first online experience to high value transactions and advanced

VeriSign and Network Solutions together will deliver businesses and consumers an
unparalleled range of services that cover the four key stages of the e-commerce
lifecycle. These include:

 -- Establishing Online Presence - domain name registration, global
    directory listings, DNS distribution, e-mail and basic Web site
 -- Basic E-Commerce - digital certificate-based authentication for secure
    Web site transactions and e-mail, credit card payment services and
    global domain name management
 -- Customer/Supply-Chain Management - secure extranet services, virtual
    private networks (VPNs), secure messaging, wireless communications and
    real-time validation
 -- Global Trading - buyer and supplier credentials for B2B Exchanges,
    trusted directories, purchase card and automated clearing house (ACH)
    payments, digital receipts and archiving

Network Solutions, the leading registrar and exclusive registry of domain names
in .com, .net, and .org, provides a broad range of services that allow
businesses and individuals to establish and enhance their Web presence. The
company's Registry business is the sole provider of .com, .net, and .org.
registration services to 34 domain name registrars worldwide, and serves as the
Internet's trusted ``master directory'' for those domain

names. Network Solutions also serves as the leading domain name registrar, with
more than 8.1 million registrations and 240 major partners worldwide. The
company's Registrar services include domain name registration, idNames(TM)
corporate services, ImageCafe(TM) Web sites, the dot com directory(TM)
``Internet find engine'' and other Web value-added services, and counts
AltaVista, AOL Netcenter, EarthLink, Interliant, Microsoft and Yahoo! among its
strategic alliances.

VeriSign, a leader in Internet trust services, provides authentication, payment,
and validation services that secure e-commerce transactions and communications
for more than 1,000 enterprises, 215,000 Web servers and millions of consumers
around the world. VeriSign's services are fundamental to mission-critical e-
commerce applications such as online retailing and financial services, supply
chain management and virtual private networking. The company's offerings include
Secure Site(SM) services for Web sites, Go Secure!(SM) services for enterprises
and Signio(TM) payment services for merchants and B2B exchanges -- in both the
wired and wireless worlds. The company's blue-chip customers include leaders
such as Bank of America, Ford Motor Company and Texas Instruments. VeriSign also
offers global distribution of its services through an extensive network of over
3,500 ISPs and ASPs and 25 international affiliates, such as British
Telecommunications, eSign Australia, KPN Telecom and Telia, and has strategic
alliances with AOL/Netscape, Dun & Bradstreet, Microsoft, Motorola and VISA
among others.

About VeriSign

VeriSign, Inc. is the leading provider of Internet trust services -- including
authentication, validation and payment -- needed by Web sites, enterprises and
e-commerce service providers to conduct trusted and secure electronic commerce
and communications over IP networks. VeriSign's trust services for Web sites,
developers and individuals are available through and through a
growing number of ISPs and Web hosting companies. The company's digital
certificate services for enterprises and electronic commerce service providers
are available through regional account representatives, resellers, and global
affiliates. VeriSign is a registered trademark exclusively licensed to VeriSign,
Inc. Go Secure! and Secure Site are service marks of VeriSign, Inc. and Signio
is a trademark of Signio, Inc.

About Network Solutions

Founded in 1979, Network Solutions, Inc. pioneered the development of
registering Web addresses ending in .com, .net, .org and .edu and is the world's
leading Registrar with more than 8.1 million net registrations. To meet the
needs of corporations worldwide, Network Solutions also provides domain name
registration services for all available country-code Top-Level Domains, for
example, .de (Germany), .fr (France) and .uk (United Kingdom). Network Solutions
additionally plays a critical role in the infrastructure of the Internet through
its Registry services. Network Solutions' Registry customers include all the
Registrars of domain names ending in .com, .net and .org. Network Solutions also
provides Internet Technology Services that assist large

commercial organizations in the evolution and management of their Internet
technologies. For more information, see the Web site.

Network Solutions registers the majority of Web addresses worldwide through
various channels, including nearly 240 companies in over 30 countries in its
Premier Program and over 41,000 companies in the Affiliate Program. Network
Solutions has created value-added small business solutions through agreements
with leading companies such as American Express, IBM and Microsoft. Through its
Alliance Program, Network Solutions works closely with EarthLink, Interland,
Inc. and Interliant, Inc. Network Solutions also has entered into marketing
agreements with companies like AltaVista, Netscape and Yahoo! Inc.

Morgan Stanley Dean Witter served as financial advisors to VeriSign, Inc., and
JP Morgan and Chase H&Q served as financial advisors to Network Solutions, Inc.,
during this transaction.

Cautionary Note Regarding Forward-Looking Statements

This press release 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 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 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 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 and from the Network Solutions contact listed below.


For Network Solutions:

Corporate Media: Christopher Clough, [email protected], +1-703/742-4706 or
Cheryl Regan, [email protected], +1-703/742-4847.
Investor Relations: Sean McClorey, [email protected], +1-703/326-6090
Customer Service:, +1-703-742-

For VeriSign:
Jeff Wenker
Edelman Public Relations Worldwide
[email protected]

Kathleen Ochsner
VeriSign Inverstor Relations
[email protected]

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