<PAGE>
As filed with the Securities and Exchange Commission on May 3, 2000
Registration No. 333-34644
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
---------------
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
VERISIGN, INC.
(Exact name of Registrant as specified in its charter)
Delaware 7371 94-3221585
(State or other (Primary standard (I.R.S. employer
jurisdiction of industrial identification no.)
incorporation or classification code
organization) number)
VeriSign, Inc.
1350 Charleston Road
Mountain View, California 94043-1331
(650) 961-7500
(Address and telephone number of Registrant's principal executive offices)
Stratton D. Sclavos
President and Chief Executive Officer
VeriSign, Inc.
1350 Charleston Road
Mountain View, California 94043-1331
(650) 961-7500
(Name, address and telephone number of agent for service)
---------------
Copies to:
Jeffrey R. Vetter, Esq. William A. Rosoff, Esq.
Douglas N. Cogen, Esq. David W. Ferguson, Esq.
Andrew J. Schultheis, Esq. DAVIS POLK & WARDWELL
R. Gregory Roussel, Esq. 1600 El Camino Real
FENWICK & WEST LLP Menlo Park, CA 94025-4119
Two Palo Alto Square (650) 752-2000
Palo Alto, California 94306-2105
(650) 494-0600
---------------
Approximate date of commencement of proposed sale to the public: Upon
consummation of the merger described herein.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement number for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
<CAPTION>
Title of each class Proposed maximum Proposed maximum Proposed maximum Amount of
of securities to amount to be offering price aggregate offering registration
be registered registered per share price fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par
value................. 77,816,019(1) $145.06(2) $11,287,991,651(2) $2,980,030(3)
- --------------------------------------------------------------------------------------------
Common Stock, $0.001 par
value................. 183,271(4) $109.13(5) $20,000,405(5) $5,281(3)
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
</TABLE>
(1) Computed based on the number of shares of common stock of Network
Solutions, Inc. outstanding as of April 6, 2000 and a fixed exchange ratio
of 1.075 shares of VeriSign common stock for each of Network Solutions
common stock.
(2) Computed pursuant to Rules 457(f)(1) and 457(c) under the Securities Act
based on the average of the high and low per share prices of Network
Solutions common stock on the Nasdaq National Market on April 6, 2000.
(3) Previously paid.
(4) Computed based on the estimated number of shares of common stock of
Network Solutions, Inc. issued pursuant to change in control provisions
and a fixed exchange ratio of 1.075 shares of VeriSign common stock for
each Network Solutions common stock.
(5) Computed pursuant to Rules 457(f)(l) and 457(c) under the Securities Act
based on the average of the high and low per share prices of Network
Solutions common stock on the Nasdaq National Market on April 25, 2000.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section
8(a), may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
The purpose of this Amendment No. 1 is solely to file certain exhibits to the
Registration Statement as set forth below as in Item 16(a) of Part II.
<PAGE>
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the Delaware General Corporation Law 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 of 1933.
As permitted by the Delaware General Corporation Law, the Registrant's Third
Amended and Restated Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors 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 Registrant or its stockholders;
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law; (iii) under section 174 of the
Delaware General Corporation Law (regarding unlawful dividends and stock
purchases); or (iv) for any transaction from which the director derived an
improper personal benefit.
As permitted by the Delaware General Corporation Law, the Registrant's
Amended and Restated Bylaws provide that: (i) the Registrant is required to
indemnify its directors and officers to the fullest extent permitted by the
Delaware General Corporation Law, subject to certain very limited exceptions;
(ii) the Registrant may indemnify its other employees and agents to the extent
that it indemnifies its officers and directors, unless otherwise required by
law, its Certificate of Incorporation, its Amended and Restated Bylaws, or
agreement; (iii) the Registrant is required to advance expenses, as incurred,
to its directors and executive officers in connection with a legal proceeding
to the fullest extent permitted by the Delaware General Corporation Law,
subject to certain very limited exceptions; and (iv) the rights conferred in
the Amended and Restated Bylaws are not exclusive.
The Registrant has entered into Indemnification Agreements with each of its
current directors and certain of its executive officers and intends to enter
into such Indemnification Agreements with each of its other executive officers
to give such directors and executive officers additional contractual assurances
regarding the scope of the indemnification set forth in the 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 has obtained directors' and officers' liability insurance with
a per claim and annual aggregate coverage limit of $25 million.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------
<C> <S>
2.01 Agreement and Plan of Reorganization dated as of July 6, 1998 among
the Registrant, VeriSign Merger Corp., SecureIT and the stockholders
of SecureIT.(1)
2.02 Exchange Agreement dated as of December 19, 1999 among the Registrant,
Mark Shuttleworth, and THAWTE [USA], Inc.(2)
2.03 Agreement and Plan of Reorganization dated as of December 17, 1999
among the Registrant, Signio, Inc., and BEHAD Acquisition Corp.(3)
2.04 Agreement and Plan of Merger dated as of March 6, 2000 among the
Registrant, Nickel Acquisition Corporation and Network Solutions,
Inc.(4)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------
<C> <S>
4.01 Investors' Rights Agreement, dated November 15, 1996, among the
Registrant and the parties indicated therein.(5)
4.02 Voting Agreement dated as of March 6, 2000 among the Registrant and
the parties indicated therein.(6)
4.03 Registration Rights Agreement dated as of March 6, 2000 among the
Registrant and the parties indicated therein.(7)
4.04 First Amendment to Amended and Restated Investors' Rights Agreement
dated as of July 7, 1998 by and between the Registrant and certain
stockholders of the Registrant.(8)
4.05 Registration Rights Agreement dated as of July 6, 1998 by and between
the Registrant and the former stockholders of SecureIT.(9)
5.01 Opinion of Fenwick & West LLP.
8.01 Tax Opinion of Fenwick & West LLP.
8.02 Tax Opinion of Davis Polk & Wardwell.
23.01 Consent of KPMG LLP, independent auditors.*
23.02 Consent of KPMG LLP, independent auditors.*
23.03 Consent of KPMG LLP, independent auditors.*
23.04 Consent of PricewaterhouseCoopers LLP, independent accountants.*
23.05 Consent of Fenwick & West LLP (contained in Exhibit 5.01 and 8.01).
23.06 Consent of Davis Polk & Wardwell (contained in Exhibit 8.02).
99.01 Letter to the Stockholders of Registrant, dated May 3, 2000.*
Letter to the Stockholders of Network Solutions, Inc., dated May 3,
99.02 2000.*
Notice of Annual Meeting of Stockholders of Registrant, dated May 3,
99.03 2000.*
Notice of Special Meeting of Stockholders of Network Solutions, Inc.,
99.04 dated May 3, 2000.*
99.05 Form of Proxy of Registrant.*
99.06 Form of Proxy of Network Solutions, Inc.*
99.07 Consent of Morgan Stanley & Co. Incorporated (contained in Annex B to
the prospectus/proxy statement).*
Consent of J.P. Morgan Securities Inc. (contained in Annex C to the
99.08 prospectus/proxy statement).
99.09 Consent of Chase H&Q, a division of Chase Securities Inc. (contained
in Annex D to the prospectus/proxy statement).*
</TABLE>
- --------
(1) Incorporated herein by reference to Exhibit 2.01 to Registrant's Current
Report on Form 8-K filed with the Commission on July 21, 1998 (the "July
21, 1998 8-K").
(2) Incorporated herein by reference to Exhibit 2.1 to Registrant's Current
Report on Form 8-K filed with the Commission on February 16, 2000.
(3) Incorporated herein by reference to Exhibit 2.1 to Registrant's Current
Report o Form 8-K filed with the Commission on March 7, 2000.
(4) Incorporated herein by reference to Exhibit 2.1 to Registrant's Current
Report on Form 8-K filed with the Commission on March 8, 2000 (the "March
8, 2000 8-K").
(5) Incorporated herein by reference to Exhibit 4.01 to Registrant's
Registration Statement on Form S-1 filed with the Commission on November
21, 1997.
(6) Incorporated herein by reference to Exhibit 9.1 to the March 8, 2000 8-K.
(7) Incorporated herein by reference to Exhibit 99.1 to the March 8, 2000 8-
K.
(8) Incorporated herein by reference to Exhibit 4.01 to the July 21, 1998 8-
K.
(9) Incorporated herein by reference to Exhibit 4.09 to Registrant's
Registration Statement on Form S-8 filed with the Commission on July 7,
1998.
* Previously filed.
II-2
<PAGE>
(B) Financial Statement Schedules
The information required to be set forth herein is incorporated by reference
to VeriSign's Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) 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 bona fide offering thereof.
(b) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus that is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the registrant undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form.
(c) That every prospectus (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the registration statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, 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 bona fide offering thereof.
(d) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
(e) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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, 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 Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, the
Registrant 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 2nd day of May 2000.
VeriSign, Inc.
/s/ Stratton D. Sclavos
By: _________________________________
Stratton D. Sclavos,
President and Chief Executive
Officer
In accordance with the requirements of the Securities Exchange Act of 1933,
this registration statement has been signed by the following persons on behalf
of the registrant and in the capacities indicated on the 2nd day of May 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Stratton D. Sclavos President, Chief Executive Officer and
______________________________________ Director
Stratton D. Sclavos
* Executive Vice President of Finance and
______________________________________ Administration and Chief Financial Officer
Dana L. Evan
* Chairman of the Board
______________________________________
D. James Bidzos
* Director
______________________________________
William Chenevich
* Director
______________________________________
Kevin R. Compton
* Director
______________________________________
David J. Cowan
* Director and Secretary
______________________________________
Timothy Tomlinson
/s/ Stratton D. Sclavos
*By: _________________________________
Stratton D. Sclavos, Attorney-in-fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------
<C> <S>
5.01 Opinion of Fenwick & West LLP
8.01 Tax Opinion of Fenwick & West LLP
8.02 Tax Opinion of Davis Polk & Wardwell
</TABLE>
<PAGE>
EXHIBIT 5.01
------------
[LETTERHEAD OF FENWICK & WEST LLP]
May 3, 2000
VeriSign, Inc.
1350 Charleston Road
Mountain View, California 94043
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-4,
File No. 333-34644 (the "Registration Statement") filed by you with the
Securities and Exchange Commission (the "Commission") on or about April 12, 2000
in connection with the registration under the Securities Act of 1933, as
amended, of an aggregate of 77,816,019 shares of your Common Stock (the "Stock")
pursuant to the terms of an Agreement and Plan of Merger dated as of March 6,
2000 (the "Agreement") by and among VeriSign, Inc., a Delaware corporation
("VeriSign"), Network Solutions, Inc., a Delaware corporation ("NSI"), and
Nickel Acquisition Corporation, a Delaware corporation and wholly owned
subsidiary of NSI ("Nickel").
In rendering this opinion, we have examined the following:
(1) the Registration Statement, together with the Exhibits filed as a part
thereof or incorporated by reference therein;
(2) the Proxy Statement/Prospectus prepared in connection with the
Registration Statement, together with the Appendices thereto;
(3) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in your minute
books and the minute books of your predecessor, VeriSign, that are in
our possession;
(4) the stock records for VeriSign that have been provided to us
(consisting of a certificate from the transfer agent for VeriSign's
capital stock, ChaseMellon Shareholder Services, of even date herewith
verifying the number of your issued and outstanding shares of capital
stock as of the date hereof, and a schedule of outstanding option and
warrants respecting your capital and of any rights to purchase capital
stock; and
(5) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all
<PAGE>
natural persons executing the same, the lack of any undisclosed termination,
modification, waiver or amendment to any document reviewed by us and the due
authorization, execution and delivery of all documents where due authorization,
execution and delivery are prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from records referred to
above. We have made no independent investigation or other attempt to verify the
accuracy of any of such information or to determine the existence or non-
existence of any other factual matters; however, we are not aware of any facts
-------
that would cause us to believe that the opinion expressed herein is not
accurate.
We are admitted to practice law in the State of California, and we express
no opinion herein with respect to the application or effect of the laws of any
jurisdiction other than the existing laws of the United States of America and
the State of California and (without reference to case law or secondary sources)
the existing Delaware General Corporation Law.
In connection with our opinion expressed below, we have assumed that, at or
prior to the time of the delivery of any shares of Stock, the Registration
Statement will have been declared effective under the Securities Act of 1933, as
amended, that the registration will apply to such shares of Stock and will not
have been modified or rescinded and that there will not have occurred any change
in law affecting the validity or enforceability of such shares of Stock.
Based upon the foregoing, it is our opinion that the shares of Stock to be
issued and sold by you pursuant to the Registration Statement, when issued and
sold in accordance in the manner referred to in the relevant Prospectus
associated with the Registration Statement, will be validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto. In giving this consent, we do not admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules or regulations promulgated
thereunder.
This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof. This
opinion is intended solely for the your use as an exhibit to the Registration
Statement for the purpose of the above sale of the Stock and is not to be relied
upon for any other purpose.
Very truly yours,
FENWICK & WEST LLP
/s/ Fenwick & West LLP
2
<PAGE>
EXHIBIT 8.01
[LETTERHEAD OF FENWICK & WEST LLP]
May 3, 2000
Verisign Inc.
1350 Charleston Road
Mountain, CA 94043
Attention: Board of Directors
Re: Tax Opinion for the Merger Transaction Involving
Verisign Inc., and Network Solutions, Inc.
------------------------------------------
Ladies and Gentlemen:
We have been requested to render this opinion concerning certain
matters of U.S. federal income tax law in connection with the proposed merger
(the "Merger") involving Verisign, Inc., a corporation organized and existing
under the laws of the State of Delaware ("Parent"), Nickel Acquisition Corp., a
wholly-owned first tier subsidiary of Parent and a Delaware corporation ("Merger
Sub"), and Network Solutions, Inc., a corporation organized and existing under
the laws of the State of Delaware ("Company"). The Merger is further described
in and is in accordance with the Securities and Exchange Commission Form S-4
Registration Statement filed on May 3, 2000 ("S-4 Registration Statement"). Our
opinion has been requested solely in connection with the filing of the S-4
Registration Statement with the Securities and Exchange Commission with respect
to the Merger.
The Merger is structured as a statutory merger of Merger Sub with and
into Company, with Company surviving the Merger, all pursuant to the applicable
corporate laws of the State of Delaware and in accordance with the Agreement and
Plan of Reorganization by and among Parent, Merger Sub, and Company dated as of
March 6, 2000 and the exhibits thereto (the "Agreement"). Except as otherwise
indicated, capitalized terms used herein have the meanings set forth in the
Agreement. All section references, unless otherwise indicated, are to the
Internal Revenue Code of 1986, as amended (the "Code").
We have acted as legal counsel to Parent in connection with the
Merger. As such, and for the purpose of rendering this opinion, we have
examined and are relying upon (without any independent investigation or review
thereof) the truth and accuracy, at all relevant times, of the statements,
covenants, representations and warranties contained in the following documents
(including all schedules and exhibits thereto), among others:
<PAGE>
1. the Agreement;
2. a Tax Representation of Parent and Merger Sub dated May 2, 2000,
signed by an authorized officer of each of Parent and Merger Sub and delivered
to us from Parent and Merger Sub and incorporated herein by reference;
3. a Tax Representation Certificate of Company dated May 2, 2000,
signed by an authorized officer of Company and delivered to us from Company and
incorporated herein by reference.
In connection with rendering this opinion, we have assumed or obtained
representations and are relying thereon (without any independent investigation
or review thereof) that:
(1) original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there has been
(or will be by the Effective Time of the Merger) due execution and delivery of
all documents where due execution and delivery are prerequisites to the
effectiveness thereof;
(2) any representation or statement referred to above made "to the
knowledge of" or "to the belief of" or otherwise similarly qualified is correct
without such qualification, and all statements and representations, whether or
not qualified are true and will remain true through the Effective Time;
(3) the Merger will be consummated pursuant to the Agreement and will
be effective under the laws of the State of Delaware;
(4) at all relevant times prior to and including the Effective Time,
(a) no outstanding indebtedness of Parent, Company or Merger Sub has represented
or will represent equity for tax purposes; (b) no outstanding equity of Parent,
Company or Merger Sub has represented or will represent indebtedness for tax
purposes; (c) no outstanding security, instrument, agreement or arrangement that
provides for, contains or represents either a right to acquire Company capital
stock (or to share in the appreciation thereof) constitutes or will constitute
"stock" for purposes of Section 368(c) of the Code; and
(5) Parent, Merger Sub and Company will report the Merger on their
respective U.S. federal income tax returns in a manner consistent with the
opinion set forth below and will comply with all reporting obligations set forth
in the Code and the Treasury Regulations promulgated thereunder.
In addition to the above, our opinion is conditioned on the delivery
of an opinion of counsel, substantially identical to this opinion, to Company
from Davis, Polk & Wardwell, and that such opinion will not be withdrawn prior
to the Effective Time.
Based on the foregoing documents, materials, assumptions and
information, and subject to the qualifications and assumptions set forth herein,
we are of the opinion that, if the
2
<PAGE>
Merger is consummated in accordance with the provisions of the Agreement (and
without any waiver, breach or amendment of any of the provisions thereof), the
Merger will be a "reorganization" for federal income tax purposes within the
meaning of Section 368(a) of the Code and Parent, Company and Merger Sub each
will be a "party to the reorganization" within the meaning of Section 368(b)
of the Code.
Our opinions set forth above are based on the existing provisions of
the Code, Treasury Regulations (including Temporary Treasury Regulations)
promulgated under the Code, published Revenue Rulings, Revenue Procedures and
other announcements of the Internal Revenue Service (the "Service") and existing
court decisions, any of which could be changed at any time. Any such changes
might be retroactive with respect to transactions entered into prior to the date
of such changes and could significantly modify the opinions set forth above.
Nevertheless, we undertake no responsibility to advise you of any subsequent
developments in the application, operation or interpretation of the U.S. federal
income tax laws.
Our opinions concerning certain of the U.S. federal tax consequences
of the Merger are limited to the specific U.S. federal tax consequences
presented above. No opinion is expressed as to any transaction other than the
Merger, including any transaction undertaken in connection with the Merger. In
addition, this opinion does not address any estate, gift, state, local or
foreign tax consequences that may result from the Merger. In particular, we
express no opinion regarding: (i) the amount, existence or availability after
the Merger, of any of the U.S. federal income tax attributes of Parent, Company
or Merger Sub; (ii) any transaction in which Company Common Stock is acquired or
Parent Common Stock is disposed other than pursuant to the Merger; (iii) the
potential application of the "disqualifying disposition" rules of Section 421 of
the Code to dispositions of Company Common Stock; (iv) the effects of the Merger
and Parent's assumption of outstanding options to acquire Company stock on the
holders of such options under any Company employee stock option or stock
purchase plan, respectively; (v) the effects of the Merger on any Company stock
acquired by the holder subject to the provision of Section 83(a) of the Code;
(vi) the effects of the Merger on any payment which is or may be subject to the
provisions of Section 280G of the Code; (vii) the application of the collapsible
corporation provisions of Section 341 of the Code to Parent, Company or Merger
Sub as a result of the Merger; (viii) the application of the alternative minimum
tax provisions contained in the Code; (ix) the effects of the Merger on any
Company stock acquired or held as part of a "straddle," "conversion
transaction," "hedging transaction" or other risk reduction transaction; and (x)
any special tax consequences applicable to insurance companies, securities
dealers, financial institutions, tax-exempt organizations or foreign persons.
No ruling has been or will be requested from the Service concerning
the U.S. federal income tax consequences of the Merger. In reviewing this
opinion, you should be aware that the opinion set forth above represents our
conclusions regarding the application of existing U.S. federal income tax law to
the instant transaction. If the facts vary from those relied upon (including if
any representations, covenant, warranty or assumption upon which we have relied
is inaccurate, incomplete, breached or ineffective), our opinions contained
herein could be
3
<PAGE>
inapplicable. You should be aware that an opinion of counsel represents only
counsel's best legal judgment, and has no binding effect or official status of
any kind, and that no assurance can be given that contrary positions may not be
taken by the Service or that a court considering the issues would not hold
otherwise.
This opinion is being delivered solely for the purpose of being
included as an exhibit to the S-4 Registration Statement; it may not be relied
upon or utilized for any other purpose (including without limitation, satisfying
any conditions in the Agreement) or by any other person or entity, and may not
be made available to any other person or entity, without our prior written
consent. We do, however, consent to the use of this opinion as an exhibit to
the S-4 Registration Statement and to the use of our name in the S-4
Registration Statement where it appears. In giving this consent, we do not
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules or regulations
of the Securities and Exchange Commission promulgated thereunder. The filing of
this opinion as an exhibit to the Registration Statement and the references to
such opinion and Fenwick & West LLP therein is not intended to create liability
under applicable state law to any person other than Parent, our client.
Very truly yours,
/s/ Fenwick & West LLP
Fenwick & West LLP
A Limited Liability Partnership
including Professional Corporations
4
<PAGE>
Exhibit 8.02
[Letterhead of Davis, Polk & Wardwell]
May 3, 2000
Network Solutions, Inc.
505 Huntmar Park Drive
Herndon, Virginia 20170
Ladies and Gentlemen:
We have acted as counsel for Network Solutions, Inc. ("Network Solutions"),
a Delaware corporation, in connection with (i) the Merger, as defined and
described in the Agreement and Plan of Merger dated as of March 6, 2000 (the
"Merger Agreement") among VeriSign Inc. ("Verisign"), a Delaware corporation,
Nickel Acquisition Corporation, a Delaware corporation ("Merger Sub") and
Network Solutions (ii) the preparation and filing of the related Registration
Statement on Form S-4, as amended (the "Registration Statement"), which includes
the Joint Proxy Statement/Prospectus (the "Proxy Statement/ Prospectus"), filed
with the Securities and Exchange Commission (the "Commission") on April 12, 2000
under the Securities Act of 1933, as amended (the "Securities Act") and the
Securities Exchange Act of 1934, as amended. Unless otherwise indicated, each
capitalized term used herein has the meaning ascribed to it in the Merger
Agreement.
In connection with this opinion, we have examined the Merger Agreement, the
Proxy Statement/Prospectus and such other documents as we have deemed necessary
or appropriate in order to enable us to render our opinion. For purposes of
this opinion, we have assumed (i) the validity and accuracy of the documents
that we have examined, (ii) that the Merger would be consummated in the manner
described in Merger Agreement and the Proxy Statement/Prospectus, and (iii) that
the representations made by Network Solutions and VeriSign (together with Merger
Sub) in letters to us dated the date hereof are, and will be as of the Effective
Time, accurate and complete. We have not attempted to verify independently the
accuracy of the Proxy Statement/Prospectus or of the representations made to us
in the representation letters. In rendering our opinion, we have considered the
applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Department regulations promulgated thereunder, pertinent
judicial authorities, interpretive rulings of the Internal Revenue Service and
such other authorities as we have considered relevant. It should be noted that
statutes,
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regulations, judicial decisions and administrative interpretations are subject
to change at any time (possibly with retroactive effect). A change in the
authorities or in the accuracy or completeness of any of the documents,
assumptions or respresentations on which our opinion is based could affect our
conclusions. This opinion is expressed as of the date hereof, and we are under
no obligation to supplement or revise our opinion to reflect any changes
(including changes that have retroactive effect) (i) in applicable law or (ii)
in any information, document, assumption or representation on which our opinion
is based which becomes untrue or incorrect.
Based upon the foregoing, in our opinion, the Merger will be treated for
Federal income tax purposes as a reorganization within the meaning of Section
368(a) of the Code and VeriSign, Network Solutions and Merger Sub will each be a
party to that reorganization within the meaning of Section 368(b) of the Code,
and accordingly, for U.S. federal income tax purposes and subject to the
assumptions and qualifications set forth in the discussion in the Proxy
Statement/Prospectus under the heading "Material Federal Income Tax Consequences
of the Merger":
(i) except in respect of cash received instead of fractional shares of
VeriSign common stock, holders of shares of Network Solutions stock
will (1) not recognize any gain or loss as a result of the exchange
of their shares of Network Solutions stock for VeriSign stock, (2)
have a tax basis in the VeriSign stock received in the merger equal
to the tax basis of the Network Solutions stock surrendered in the
Merger (not including the tax basis allocable to fractional shares of
VeriSign stock), and (3) have a holding period with respect to the
VeriSign stock received in the Merger that includes the holding
period of the Network Solutions stock surrendered in the Merger;
(ii) a holder of Network Solutions common stock will be required to
recognize gain or loss with respect to cash received instead of a
fractional share of VeriSign common stock, measured by the difference
between the amount of cash received and the portion of the tax basis
of the holder's shares of Network Solutions common stock allocable to
the fractional share, which gain or loss will be capital gain or loss
if the holder of Network Solutions common stock holds such stock as a
capital asset within the meaning of Section 1221 of the Code and will
be long-term capital gain or loss if the share of Network Solutions
common stock exchanged for the fractional share was held for more
than one year at the Effective Time;
(iii) none of VeriSign, Network Solutions or Merger Sub will recognize
gain or loss as a result of the Merger.
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Our opinion does not address U.S. federal income tax consequences which may
vary with, or are contingent upon, a shareholder's individual circumstances. In
addition, our opinion does not address any non-income tax or any foreign, state
or local tax consequences of the Merger.
This letter is furnished to you solely for use in connection with the
Merger, as described in the Merger Agreement and the Proxy Statement/Prospectus,
and is not to be used, circulated, quoted, or otherwise referred to for any
other purpose without our express written permission. We hereby consent to the
filing of this opinion as an exhibit to the Proxy Statement/Prospectus and to
the use of our name under the caption "Material Federal Income Tax Consequences
of the Merger" in the Proxy Statement/Prospectus. In giving this consent, we do
not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission promulgated thereunder.
Very truly yours,
/s/ Davis, Polk & Wardwell
