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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): June 8, 2000
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)
0-23593 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 2. Acquisition or Disposition of Assets.
On June 8, 2000, VeriSign, Inc. ("VeriSign") completed the acquisition
of Network Solutions, Inc. ("Network Solutions"), through the merger of a
wholly-owned subsidiary of VeriSign with and into Network Solutions, with
Network Solutions surviving as a wholly-owned subsidiary of VeriSign (the
"Merger"). The Merger is intended to be a tax-free reorganization and will be
accounted for under the purchase method of accounting.
In connection with the Merger, VeriSign issued approximately 78 million
shares of VeriSign common stock for all of the issued and outstanding shares of
Network Solutions. VeriSign also assumed Network Solutions' outstanding stock
options. Each Network Solutions share was exchanged for 1.075 shares of VeriSign
common stock. Each outstanding Network Solutions stock option was adjusted to
reflect this exchange ratio. Stratton D. Sclavos, the President and Chief
Executive Officer of VeriSign, was a member of the board of directors of Network
Solutions prior to the merger. In connection with the Merger, William A. Roper,
Jr. and Michael A. Daniels, directors of Network Solutions, were appointed to
the board of directors of VeriSign.
A press release announcing the completion of the transaction is
attached as an exhibit to this report.
Item 5. Other Events.
On June 8, 2000, VeriSign held its annual meeting of stockholders, at
which stockholders approved the Merger, an amendment to VeriSign's certificate
of incorporation to increase the number of authorized shares of common stock to
1,000,000,000 shares, and an amendment to VeriSign's bylaws to increase the
permitted number of directors. The Certificate of Amendment of the Third Amended
and Restated Certificate of Incorporation and the Amendment to the Amended and
Restated Bylaws were filed with the Securities and Exchange Commission (the
"SEC") as Exhibits 4.03 and 4.04, respectively, to the VeriSign Registration
Statement on Form S-8 filed with the SEC on June 14, 2000. In addition, VeriSign
stockholders elected Kevin R. Compton and David J. Cowan as directors for three
year terms, approved increases in the number of shares authorized for issuance
under VeriSign's 1998 Equity Incentive Plan, 1998 Employee Stock Purchase Plan
and 1998 Directors Stock Option Plan, and ratified the appointment of KPMG LLP
as VeriSign's independent auditors for the year ending December 31, 2000.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The required financial information of Network Solutions is hereby
incorporated by reference to the Network Solutions Annual Report on Form 10-K
for the period ended December 31, 2000, filed with the SEC on March 22, 2000 as
amended on April 27, 2000 and the Network Solutions Current Report on Form 10-Q
for the period ended March 31, 2000 filed with the SEC on May 15, 2000.
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(b) Pro forma financial information.
The Company intends to file by amendment the required pro forma
financial statements reflecting the acquisition of all of the issued and
outstanding capital stock, including stock options, of Network Solutions no
later than 60 days after the date that this report on Form 8-K must be filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated March 6, 2000, among
VeriSign, Nickel Acquisition Corporation and Network
Solutions (incorporated by reference to Exhibit 2.1 to
the VeriSign Current Report on Form 8-K filed on March 8,
2000.)
99.1 Press Release dated June 9, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VERISIGN, INC.
Date: June 19, 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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Exhibit Index
99.1 Press Release dated June 9, 2000.
