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As filed with the Securities and Exchange Commission on November 16, 2000
Registration No. 333-
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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
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</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").
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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.
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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
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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).
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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.
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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.
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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
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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
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<S> <C> <C>
Principal Executive Officer
and Director:
/s/ Stratton D. Sclavos President, Chief Executive November 14, 2000
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Stratton D. Sclavos Officer and Director
Principal Financial and
Principal Accounting Officer:
/s/ Dana L. Evans Vice President of Finance and November 14, 2000
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Dana L. Evan Administration and
Chief Financial Officer
Additional Directors:
/s/ D. James Bidzos Director November 14, 2000
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D. James Bidzos
/s/ William Chenevich Director November 14, 2000
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William Chenevich
/s/ Kevin R. Compton Director November 14, 2000
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Kevin R. Compton
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ David J. Cowan Director November 14, 2000
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David J. Cowan
/s/ Timothy Tomlinson Director November 14, 2000
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Timothy Tomlinson
/s/ William A. Roper, Jr. Director November 14, 2000
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William A. Roper, Jr.
/s/ Michael A. Daniels Director November 14, 2000
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Michael A. Daniels
</TABLE>
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EXHIBIT INDEX
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Exhibit No. Description
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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.
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