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): May 3, 2005
VERISIGN, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-23593 | 94-3221585 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 487 East Middlefield Road, Mountain View, CA | 94043 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(650) 961-7500
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
Effective May 3, 2005, the Board of Directors of VeriSign, Inc., a Delaware corporation (the “Company”), amended the Bylaws of the Company to increase the number of authorized members to eleven (11). Prior to this amendment, the Bylaws provided that the Board of Directors shall consist of no less than six (6) nor more than nine (9) members.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| (c) | Exhibits. |
| 3.01 | Article II, Section 2 of the Bylaws of VeriSign, Inc., as amended and restated on May 3, 2005. |
SIGNATURE
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 hereunto duly authorized.
| VERISIGN, INC. | ||||
| Date: May 6, 2005 | By: | /s/ James M. Ulam | ||
| James M. Ulam | ||||
| Senior Vice President, | ||||
| General Counsel and Secretary | ||||
Exhibit Index
| Exhibit No. |
Description | |
| Exhibit 3.01 | Article II, Section 2 of the Bylaws of VeriSign, Inc., as amended and restated on May 3, 2005. |
EXHIBIT 3.01
ARTICLE II, SECTION 2 OF THE
BYLAWS OF VERISIGN, INC.
AS AMENDED AND RESTATED ON MAY 3, 2005
Section 2. Number of Directors. The Board of Directors shall consist of eleven (11) members. No decrease in the authorized number of directors constituting the Board of Directors shall shorten the term of any incumbent director.