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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 1999
VERISIGN, INC.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-23596 94-3221585
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(Commission (IRS Employer
File Number) Identification No.)
1350 CHARLESTON ROAD, MOUNTAIN VIEW, CA 94043-1331
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(Address of principal executive offices) (Zip Code)
(650) 961-7500
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(Registrant's telephone number, including area code)
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Item 5: Other Events.
Proposed Acquisition of Signio, Inc.
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On December 17, 1999, VeriSign, Inc., a Delaware corporation
("VeriSign"), agreed to acquire Signio, Inc., a California corporation
("Signio"), a provider of payment services connecting online merchants,
business-to-business exchanges, payment processors and financial institutions
over the Internet. In the transaction, Signio will merge with a wholly-owned
subsidiary of VeriSign, with Signio becoming a wholly-owned subsidiary of
VeriSign. In the transaction, VeriSign will issue approximately 5.6 million
shares of its common stock for all of the outstanding capital stock of Signio.
In addition, VeriSign will assume all outstanding Signio employee stock options.
The acquisition will be accounted for as a purchase transaction and is intended
to be a tax-free reorganization. The closing of the proposed acquisition is
subject to a number of conditions, including the issuance of a permit from, and
the holding of a fairness hearing by, the California Department of Corporations,
expiration of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act and other customary conditions. In the event the
transaction has not closed by February 1, 2000, VeriSign could be required to
loan Signio up to $5.0 million through June 1, 2000. It is anticipated that the
shares of VeriSign Common Stock issued in this transaction will be freely
tradable in the public market, subject to limitations as to volume and manner
and sale in the case of persons who are affiliates of VeriSign.
Proposed Acquisition of THAWTE
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On December 19, 1999, VeriSign agreed to acquire THAWTE Consulting, a
provider of digital certificates to websites and software developers, from its
sole shareholder. In the transaction, VeriSign will acquire all of the share
capital of THAWTE Holdings (Pty) Ltd. And THAWTE USA, Inc. in exchange for
shares of VeriSign Common Stock having an aggregate market value of $575
million. The exact number of shares to be issued will be based upon the trading
price of the VeriSign Common Stock prior to the closing date of the exchange.
The acquisition will be accounted for as a purchase and is not intended to
qualify as a tax-free reorganization. The closing of the proposed acquisition is
subject to a number of conditions, including the need to obtain certain
regulatory approvals in South Africa and other customary conditions.
In connection with this transaction, VeriSign will file a shelf
registration statement for the public resale of the shares issued in the
exchange.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VERISIGN, INC.
Date: January 6, 2000 By: /s/ DANA L. EVAN
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Dana L. Evan
Executive Vice President of Finance and
Administration and Chief Financial
Officer
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