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 17, 2007
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 May 11, 2007, 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 quarter ended March 31, 2007 (“Q1 2007 10-Q”) and is therefore not in compliance with the filing requirements under Nasdaq Marketplace Rule 4310(c)(14). VeriSign received similar notices on August 14, 2006 due to the delay in filing its Form 10-Q for the second quarter of 2006, on November 10, 2006 due to the delay in filing its Form 10-Q for the third quarter of 2006, and on March 5, 2007 due to the delay in filing its Form 10-K for the year ended December 31, 2006. On September 26, 2006, VeriSign appeared at a hearing before a Nasdaq Listing Qualifications Panel (“Panel”) and presented a plan for compliance with Nasdaq’s listing requirements. On January 19, 2007, the Company received written notification from the staff of The Nasdaq Stock Market stating that the Panel had granted the Company’s request for continued listing on The Nasdaq Stock Market, subject to the conditions that the Company file its Form 10-Q for the quarter ended June 30, 2006, Form 10-Q for the quarter ended September 30, 2006 and any required restatements, by February 12, 2007. On February 7, 2007, the Nasdaq Listing and Hearings Review Council (“Listing Council”) notified the Company that, at the Company’s request, it had called the Panel’s January 19, 2007 decision for review and has stayed any future determinations to suspend the Company’s securities from trading until the review process has been completed. The Listing Council’s decision to stay any future determinations to suspend the Company’s securities from trading until the review process has been completed also applies to the Company’s failure to timely file its Q1 2007 10-Q. If the Listing Council determines it is appropriate, it may grant the Company additional time to regain compliance with Nasdaq’s filing requirement, until the earlier of 60 days from the date of its decision or 180 days from the date of the Panel’s decision. The Listing Council has not issued a decision in this matter as of the date of this disclosure.
VeriSign has previously announced that it must restate its historical financial statements for the years 2002-2005 and for the first quarter of 2006 to record additional non-cash, stock-based compensation expense in connection with the review of historical stock option grant practices conducted by an ad hoc group of independent directors. On January 31, 2007, the Company announced that the ad hoc group of independent directors had substantially completed its review of VeriSign’s historical stock option grants. On May 10, 2007, VeriSign filed a notice with the SEC disclosing that it would be unable to timely file its Q1 2007 10-Q because it had not completed the audit of its restatement, that it intends to file the Q1 2007 10-Q as promptly as practicable after completion of the restatement audit, and that it does not expect that such filing will be made by May 15, 2007, the extended deadline.
The press release issued by the Company on May 17, 2007 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 May 17, 2007. |
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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: May 17, 2007 |
By: | /s/ Paul B. Hudson | ||||
| Paul B. Hudson | ||||||
| Vice President, Associate General Counsel | ||||||
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Exhibit Index
| Exhibit No. | Description | |
| Exhibit 99.1 | Text of press release of VeriSign, Inc. issued on May 17, 2007. |
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Exhibit 99.1
VeriSign Receives Anticipated Letter from Nasdaq
MOUNTAIN VIEW, CA, May 17, 2007 – VeriSign, Inc. (Nasdaq: VRSN) announced today that it received a Nasdaq Staff Determination letter from The Nasdaq Stock Market on May 11, 2007 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 March 31, 2007 (“Q1 10-Q”). As previously announced on March 1, 2007, the Nasdaq Listing and Hearings Review Council (“Listing Council”) notified the Company that the Listing Council has stayed any future determinations to suspend the Company’s securities from trading until the Nasdaq review process has been completed. The Listing Council’s decision to stay any future determinations to suspend the Company’s securities from trading until the review process has been completed also applies to the Company’s failure to timely file its Q1 10-Q. If the Listing Council determines it is appropriate, it may grant the Company additional time to regain compliance with Nasdaq’s filing requirement, until the earlier of 60 days from the date of its decision or 180 days from the date of the Panel’s decision. The Listing Council has not issued a decision in this matter as of the date of this announcement.
VeriSign has previously announced that it must restate its historical financial statements for the years 2002-2005 and for the first quarter of 2006 to record additional non-cash, stock-based compensation expense in connection with the review of historical stock option grant practices conducted by an ad hoc group of independent directors. On January 31, 2007, the Company announced that the ad hoc group of independent directors had substantially completed its review of VeriSign’s historical stock option grants. On May 10, 2007, VeriSign filed a notice with the SEC disclosing that it would be unable to timely file its Q1 10-Q because it had not completed the audit of its restatement, that it intends to file the Q1 10-Q as promptly as practicable after completion of the restatement audit, and that it does not expect that such filing will be made by May 15, 2007, the extended deadline.
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: Lisa Malloy, emalloy@verisign.com, 202-270-7600
Investor Relations: Nancy Fazioli, ir@verisign.com, (650) 426-5146
Trademarks
VeriSign and other trademarks, service marks and logos are registered or unregistered marks of VeriSign, Inc. and its subsidiaries in the United States and in foreign countries.
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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 fact that the Securities and Exchange Commission (SEC) inquiry relating to the Company’s historical stock option grants and practices is ongoing, that the SEC inquiry may require further adjustments to the Company’s financial statements and that VeriSign cannot predict with certainty when it may be able to file any future SEC reports; the risk that proper accounting of any adjustments to the Company’s financial statements resulting from the review by the ad hoc group of independent directors of VeriSign’s historical stock option granting practices and the SEC inquiry as finally determined by the Board, KPMG LLP and/or the SEC may differ from the accounting treatment upon which the assumptions and forward looking statements in this announcement are
based; uncertainty regarding the tax treatment of any adjustments to the Company’s financial statements as a result of the independent review and SEC inquiry; uncertainty that the Nasdaq Listing and Hearings Review Council will grant a favorable decision regarding a possible delisting of the Company’s common stock, and, if an unfavorable decision is rendered, VeriSign’s common stock will no longer continue to remain listed on the Nasdaq Global Market; the risk that the matters described in this press release could divert management’s attention from operations; and the fact that expenses arising from the independent review and SEC inquiry, the restatement, related litigation and other associated activities are expected to be significant.
More information about potential factors that could affect the Company’s business and financial results is included in VeriSign’s filings with the Securities and Exchange Commission, including in the company’s Annual Report on Form 10-K for the year ended December 31, 2005 and quarterly reports on Form 10-Q. VeriSign undertakes no obligation to update any of the forward-looking statements after the date of this press release.