VERISIGN INC/CA
S-8, 2000-11-16
COMPUTER PROGRAMMING SERVICES
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<PAGE>

As filed with the Securities and Exchange Commission on November 16, 2000
                                                    Registration No. 333-
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                                 VERISIGN, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                        94-3221585
  (State or other jurisdiction of                        (I.R.S. employer
   incorporation or organization)                       identification no.)


                              1350 Charleston Road
                      Mountain View, California 94043-1331
                    (Address of principal executive offices)


               Options of GreatDomains.com, Inc. issued under the
           GreatDomains.com 1999 Stock Option Plan and assumed by the
       Registrant in connection with its acquisition of GreatDomains.com
                           (Full titles of the plans)

                                  Dana L. Evan
                            Chief Financial Officer
                                 VeriSign, Inc.
                              1350 Charleston Road
                      Mountain View, California 94043-1331
                                 (650) 961-7500
(Name, address and telephone number, including area code, of agent for service)
                                   Copies to:
                            Jeffrey R. Vetter, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                          Palo Alto, California 94306

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                            Amount      Proposed Maximum
                                             to be    Offering Price Per    Aggregate Offering Price            Amount of
Title of Securities to be Registered    Registered                 Share            Proposed Maximum     Registration Fee
===========================================================================================================================
<S>                                            <C>                   <C>                         <C>                  <C>
Common Stock, $0.001 par value per    135,500  (1)          $52.47__ (2)            $7,109,559__ (2)               $1,877
share
===========================================================================================================================
</TABLE>
(1)  Represents the number of shares subject to options assumed in connection
     with Registrant's acquisition of GreatDomains.com, Inc., a Delaware
     corporation, on October 23, 2000.
(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee in accordance with Rule 457(h)(1) of the Securities Act of
     1933, as amended (the "Securities Act").
<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.  (1)

Item 2.  Registrant Information and Employee Plan Annual Information.  (1)

         (1) Information required by Part I to be contained in the Section 10(a)
             prospectus is omitted from the Registration Statement in
             accordance with Rule 428 under the Securities Act and the Note to
             Part I of Form S-8.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
         Commission (the "Commission") are incorporated by reference in this
         registration statement:

         (a)  The Registrant's latest annual report on Form 10-K filed with the
              Commission;

         (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
              Securities Act of 1934, as amended (the "Exchange Act") since the
              end of the fiscal year covered by the annual report referred to in
              (a) above;

         (c)  The description of the Registrant's Common Stock contained in the
              Registrant's registration statement on Form 8-A filed with the
              Commission under Section 12 of the Exchange Act, including any
              amendment or report filed for the purpose of updating such
              description.

         All documents subsequently filed by the Registrant pursuant to Sections
         13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
         a post-effective amendment which indicates that all securities
         registered hereby have been sold or which deregisters all securities
         then remaining unsold, shall be deemed to be incorporated by reference
         in this registration statement and to be a part hereof from the date of
         the filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers and Limitation of Liability.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
         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.

         As permitted by Section 107 of the DGCL, the Registrant's Certificate
         of Incorporation, as amended, includes a provision that eliminates the
         personal liability of its directors to the Registrant or its
         stockholders 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 corporation or its stockholders, (ii) for acts
         or omissions not in good faith or which involve intentional misconduct
         or a knowing violation of law, (iii) under Section 174 of the DGCL
         (regarding unlawful payments of dividends and unlawful stock purchases
         or redemptions) or (iv) for any transaction from which the director
         derived an improper personal benefit.

                                      II-1
<PAGE>

         In addition, as permitted by Section 145 of the DGCL, the Bylaws of the
         Registrant, as amended, provide that:

            (i) the Registrant is required to indemnify to the fullest extent
            authorized by law, subject to certain very limited exceptions, any
            person who was or is made a party or is threatened to be made a
            party to or is otherwise involved in any action, suit or proceeding,
            whether civil, criminal, administrative or investigative, by reason
            of the fact that she or he is or was a director or officer of the
            Registrant or is or was serving at the request of the Registrant as
            a director, officer, employee or agent of another corporation or of
            a partnership, joint venture, trust or other enterprise, including
            service with respect to an employee benefit plan (an "indemnitee"),
            against all expense, liability and loss (including attorneys' fees,
            judgments, fines, ERISA excise taxes or penalties and amounts paid
            in settlement) reasonably incurred or suffered by such person in
            connection therewith;

            (ii) the Registrant is required to advance expenses, as incurred, to
            its indemnitees in connection with defending a legal proceeding;
            provided, however, that, if the DGCL so requires, an advancement of
            expenses to a director or officer will be made only if an
            undertaking is delivered to the corporation to repay all amounts
            advanced if it is ultimately determined that indemnification is
            unavailable;

            (iii) an indemnitee may bring suit against the Registrant to recover
            the unpaid amount of any claim within 60 days after a written claim
            has been received by the Registrant;

            (iv) the rights conferred in the Bylaws, as amended, are not
            exclusive. The Registrant's obligation to indemnify an indemnitee
            must be reduced by any amounts such indemnitee receives (1) from
            insurance policies purchased by the Registrant, (2) from another
            corporation, partnership, joint venture, trust or other enterprise
            for whom the indemnitee was serving at the request of the
            Registrant, or (3) under any other applicable indemnification
            provision;

            (v) the Registrant may indemnify and advance expenses to employees
            and agents of the Registrant to the same extent as it provides
            indemnification and advancement of expenses to its directors and
            officers, except as otherwise directed by law, its Certificate of
            Incorporation, the bylaws, agreement or vote.

         The Registrant has entered into Indemnification Agreements with each
         of its current directors and executive officers to give such
         directors and executive officers additional contractual assurances
         regarding the scope of the indemnification set forth in 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.

         The Registrant, with approval by the Registrant's Board of Directors,
         has obtained directors' and officers' liability insurance.

         See also the undertakings set out in response to Item 9.

Item 7.  Exemption From Registration Claimed

         Not applicable

Item 8.  Exhibits

Exhibit No.                        Description
----------                         -----------

    4.01*   Third Amended and Restated Certificate of Incorporation of the
            Registrant (incorporated herein by reference to Exhibit 3.03 to the
            Registrant's Registration Statement on Form S-1 (File No. 333-40789)
            filed with the Commission and declared effective January 29, 1998).

    4.02*   Form of Amended And Restated Bylaws of the Registrant (incorporated
            herein by reference to Exhibit 3.05 to the Registrant's Registration
            Statement on Form S-1 (File No. 333-40789) filed with the Commission
            and declared effective January 29, 1998).

                                      II-2
<PAGE>

    4.03*   Amendment to Third Amended and Restated Certificate of
            Incorporation of the Registrant (incorporated herein by reference
            to Exhibit 4.03 to the Registrant's Registration Statement on Form
            S-8 (File No. 333-39212) filed with the Commission and declared
            effective June 14, 2000).

    4.04    GreatDomains.com, Inc.'s 1999 Stock Option Plan.

    4.05    Amendment No. 1 to GreatDomains.com, Inc.'s 1999 Stock Option
            Plan.

    5.01    Opinion of Fenwick & West LLP.

   23.01    Consent of Fenwick & West LLP (included in Exhibit 5.01).

   23.02    Consent of KPMG LLP.

   24.01    Power of Attorney (see page 5).


*  These exhibits were previously filed with the Commission as
   indicated and are incorporated herein by reference.

                                      II-3
<PAGE>

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after
         the effective date of the Registration Statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set
         forth in the Registration Statement. Notwithstanding the foregoing,
         any increase or decrease in volume of securities offered (if the
         total dollar value of securities offered would not exceed that which
         was registered) and any deviation from the low or high end of the
         estimated maximum offering range may be reflected in the form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in
         the aggregate, the changes in volume and price represent no more than
         a 20 percent change in the maximum aggregate offering price set forth
         in the "Calculation of Registration Fee" table in the effective
         registration statement;

         (iii) To include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement
         or any material change to such information in the Registration
         Statement;

         Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
         apply if the Registration Statement is on Form S-3, Form S-8 or Form
         F-3, and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the Registrant pursuant to
         Section 13 or 15(d) of the Exchange Act that are incorporated by
         reference in the Registration Statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment 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 bonafide offering thereof.

         (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold
         at the termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of
         the Registrant's annual report pursuant to Section 13(a) or 15(d) of
         the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the
         Exchange Act) that is incorporated by reference in the Registration
         Statement 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 bonafide
         offering thereof.

         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
         discussed in Item 6 hereof, or otherwise, the Registrant has been
         advised that in the opinion of the 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
         hereby, 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.

                                      II-4
<PAGE>

                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this 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 14th
day of November, 2000.

                                 VERISIGN, INC.

                            By: /s/ Stratton D. Sclavos
                                ----------------------------------
                                Stratton D. Sclavos
                                President, Chief Executive Officer
                                and Director

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below and on the following page constitutes and appoints Stratton D.
Sclavos, Dana L. Evan and Timothy Tomlinson, and each of them, his true and
lawful attorneys-in-fact and agents with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to file the same with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
           Signature                    Title                         Date
           ---------                    -----                         ----
<S>                              <C>                              <C>
Principal Executive Officer
and Director:
/s/ Stratton D. Sclavos            President, Chief Executive       November 14, 2000
--------------------------
Stratton D. Sclavos                Officer and Director

Principal Financial and
Principal Accounting Officer:
/s/ Dana L. Evans                  Vice President of Finance and    November 14, 2000
--------------------------
Dana L. Evan                       Administration and
                                   Chief Financial Officer

Additional Directors:
/s/ D. James Bidzos                Director                         November 14, 2000
--------------------------
D. James Bidzos
/s/ William Chenevich              Director                         November 14, 2000
--------------------------
William Chenevich
/s/ Kevin R. Compton               Director                         November 14, 2000
--------------------------
Kevin R. Compton
</TABLE>

                                      II-5
<PAGE>

<TABLE>
<CAPTION>


Signature                          Title                      Date
---------                          -----                      ----
<S>                                <C>                        <C>

/s/ David J. Cowan                 Director                   November 14, 2000
--------------------------
David J. Cowan

/s/ Timothy Tomlinson              Director                   November 14, 2000
--------------------------
Timothy Tomlinson

/s/ William A. Roper, Jr.          Director                   November 14, 2000
--------------------------
William A. Roper, Jr.

/s/ Michael A. Daniels             Director                   November 14, 2000
--------------------------
Michael A. Daniels

</TABLE>

                                      II-6
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

Exhibit No.                  Description
----------                   -----------


   4.01*    Third Amended and Restated Certificate of Incorporation of the
            Registrant (incorporated herein by reference to Exhibit 3.03 to the
            Registrant's Registration Statement on Form S-1 (File No. 333-40789)
            filed with the Commission and declared effective January 29, 1998).

   4.02*    Form of Amended And Restated Bylaws of the Registrant (incorporated
            herein by reference to Exhibit 3.05 to the Registrant's Registration
            Statement on Form S-1 (File No. 333-40789) filed with the Commission
            and declared effective January 29, 1998).

   4.03*    Amendment to Third Amended and Restated Certificate of Incorporation
            of the Registrant (incorporated herein by reference to Exhibit 4.03
            to the Registrant's Registration Statement on Form S-8 (File No.
            333-39212) filed with the Commission and declared effective
            June 14, 2000).

   4.04     GreatDomains.com, Inc.'s 1999 Stock Option Plan.

   4.05     Amendment No. 1 to GreatDomains.com, Inc.'s 1999 Stock Option
            Plan.

   5.01     Opinion of Fenwick & West LLP.

  23.01     Consent of Fenwick & West LLP (included in Exhibit 5.01).

  23.02     Consent of KPMG LLP.

  24.01     Power of Attorney (see page 4).




*  These exhibits were previously filed with the Commission as indicated and are
   incorporated herein by reference.

                                       1



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