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): August 17, 2006 (August 14, 2006)
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 14, 2006, VeriSign, Inc. (the “Company”) received a Nasdaq Staff Determination letter from The Nasdaq Stock Market indicating that the Company’s securities are subject to delisting from The Nasdaq Global Market because the Company has not yet filed its Form 10-Q for the fiscal quarter ended June 30, 2006 and is therefore not in compliance with the filing requirements under Nasdaq Marketplace Rule 4310(c)(14). The Company intends to request a hearing before a Nasdaq Listing Qualifications Panel to review the Nasdaq Staff Determination. The hearing request will defer the delisting pending the outcome of the Nasdaq Listing Qualifications Panel’s decision. However, the Company cannot provide any assurances that the Nasdaq Listing Qualifications Panel will grant the Company’s request for continued listing on The Nasdaq Global Market.
The press release issued by the Company on August 17, 2006 in connection with this matter is attached hereto as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Text of press release of VeriSign, Inc. issued on August 17, 2006. |
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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: August 17, 2006 | By: | /s/ James M. Ulam | ||
| James M. Ulam | ||||
| Senior Vice President, General Counsel and Secretary | ||||
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Exhibit Index
| Exhibit No. | Description | |
| Exhibit 99.1 | Text of press release of VeriSign, Inc. issued on August 17, 2006. |
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Exhibit 99.1
VeriSign Receives Anticipated Letter from the Nasdaq
MOUNTAIN VIEW, CA – August 17, 2006 – VeriSign, Inc. (Nasdaq: VRSN), the leading provider of intelligent infrastructure services for the Internet and telecommunications networks, announced today that it received a Nasdaq Staff Determination letter from The Nasdaq Stock Market on August 14, 2006 stating that VeriSign is not in compliance with the filing requirements under Nasdaq Marketplace Rule 4310(c)(14) due to the delay in filing of its Form 10-Q for the fiscal quarter ended June 30, 2006. VeriSign will request a hearing before a Nasdaq Listing Qualifications Panel (“Panel”) to review the Nasdaq Staff Determination. Pending a decision by the Panel, VeriSign shares will remain listed on the Nasdaq Stock Market.
As previously disclosed, VeriSign’s Board of Directors has commenced an independent review and analysis of VeriSign’s historical stock option grants. VeriSign intends to file its Form 10-Q as soon as practicable after completion of its internal review.
About VeriSign
VeriSign, Inc. (Nasdaq: VRSN), operates intelligent infrastructure services that enable and protect billions of interactions every day across the world’s voice and data networks. Additional news and information about the company is available at www.verisign.com.
VRSNF
Contacts
Media Relations: Brian O’Shaughnessy, boshaughnessy@verisign.com, 650-426-5270 Investor Relations: Tom McCallum, tmccallum@verisign.com, 650-426-3744
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Statements in this announcement other than historical data and information constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties that could cause VeriSign’s actual results to differ materially from those stated or implied by such forward-looking statements. The potential risks and uncertainties include, among others, the uncertainty that the panel will grant a favorable decision, and if an unfavorable decision is rendered, VeriSign’s common stock will no longer continue to remain listed on the Nasdaq Global Market, and the fact that the internal investigation is ongoing, and VeriSign cannot predict with certainty when it may be able to file any future SEC reports. VeriSign undertakes no obligation to update any of the forward-looking statements after the date of this press release.