As filed with the Securities and Exchange Commission on November 2, 2007

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Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

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VERISIGN, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		94-3221585
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

487 East Middlefield Road

Mountain View, California 94043

(Address of Principal Executive Offices) (Zip Code)

2007 Employee Stock Purchase Plan

(Full title of the Plan)

 

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William A. Roper, Jr.

President and Chief Executive Officer

VeriSign, Inc.

487 East Middlefield Road

Mountain View, California 94043

(Name and Address of Agent For Service)

Copies to:

Richard H. Goshorn, Esq.

Senior Vice President, General Counsel and Secretary

VeriSign, Inc.

487 East Middlefield Road

Mountain View, California 94043

Jeffrey R. Vetter, Esq.

Fenwick & West LLP

Silicon Valley Center

801 California Street

Mountain View, California 94041

 

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CALCULATION OF REGISTRATION FEE

 

Title of each Class of Securities to be Registered(1)		Amount to be Registered(2)		Proposed Maximum Offering Price Per Unit(3)		Proposed Maximum Aggregate Offering Price(3)		Amount of Registration Fee
Common Stock, $0.001 par value per share
2007 Employee Stock Purchase Plan		6,000,000		$28.2455		$169,473,000		$5,202.83

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(1)	Each share of common stock includes Preferred Stock Purchase Rights that, prior to the occurrence of certain events, will not be exercisable or evidenced separately from the common stock.

(2)	Represents shares available for issuance under the Registrant’s 2007 Employee Stock Purchase Plan.

(3)

Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act of 1933 and based upon the average of the high and low sales prices reported on The Nasdaq Global Select Market on November 1, 2007 multiplied by 85%, which is the percentage of the price per share applicable to purchases under such plan.

 

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PART I

Information Required in the Section 10(a) Prospectus

 

Item 1.

Plan Information. (1)

 

Item 2.

Registrant Information and Employee Plan Annual Information. (1)

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(1)	Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

 

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PART II

Information Required in the Registration Statement

 

Item 3.

Incorporation of Documents by Reference.

VeriSign, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

 

(a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (No. 000-23593) filed with the Commission on July 12, 2007 pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

 

(b)

The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007 filed with the Commission on July 16, 2007, June 30, 2007 filed with the Commission on August 9, 2007 and September 30, 2007 filed with the Commission on November 2, 2007 pursuant to Section 13 or 15(d) of the Exchange Act;

 

(c)

The Registrant’s Current Reports on Form 8-K filed with the Commission on July 25, 2007, August 13, 2007, August 15, 2007, August 21, 2007, August 30, 2007, September 6, 2007; September 21, 2007 and November 1, 2007; and

 

(d)

All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above;

 

(e)

The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (No. 000-23593) filed with the Commission on January 6, 1998, including any amendments or reports filed for the purpose of updating such description;

 

(f)

The description of the Registrant’s Preferred Stock Purchase Rights contained in the Registrant’s Registration Statement on Form 8-A (No. 000-23593) filed with the Commission on September 30, 2002, together with Amendment No. 1 on Form 8-A/A (No. 000-23593) filed with the Commission on March 19, 2003, including any other amendments or reports filed for the purpose of updating such description; and

 

(g)

The Registration’s Proxy Statement on Schedule 14A (No. 000-23593) filed with the Commission on July 27, 2007 pursuant to Section 14(a) of the Exchange Act.

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

 

Item 4.

Description of Securities.

Not applicable.

 

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

 

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Item 6.

Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) 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 amended (the “Securities Act”).

As permitted by the DGCL, the Registrant’s Certificate of Incorporation, as amended, provides that its directors shall not be liable to the Registrant or its stockholders 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 corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (regarding unlawful payments of dividends and unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper personal benefit.

In addition, as permitted by Section 145 of the DGCL, the Bylaws of the Registrant, as amended, provide that:

(i) the Registrant is required to indemnify to the fullest extent authorized by law, subject to certain very limited exceptions, any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or an officer of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith;

(ii) the Registrant is required to advance expenses, as incurred, to its Indemnitees in connection with defending a legal proceeding; provided, however, that, if the DGCL so requires, an advancement of expenses to a director or officer will be made only if an undertaking is delivered to the corporation to repay all amounts advanced if it is ultimately determined that indemnification is unavailable;

(iii) an Indemnitee may bring suit against the Registrant to recover the unpaid amount of any claim within 60 days after a written claim has been received by the Registrant;

(iv) the rights conferred in the Bylaws, as amended, are not exclusive. The Registrant’s obligation to indemnify an Indemnitee must be reduced by any amounts such Indemnitee receives (1) from insurance policies purchased by the Registrant, (2) from another corporation, partnership, joint venture, trust or other enterprise for whom the Indemnitee was serving at the request of the Registrant, or (3) under any other applicable indemnification provision;

(v) the Registrant may indemnify and advance expenses to employees and agents of the Registrant to the same extent as it provides indemnification and advancement of expenses to its directors and officers, except as otherwise directed by law, its Certificate of Incorporation, the Bylaws, agreement or vote.

The Registrant has entered into or will enter into Indemnification Agreements with each of its current directors and 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.

The Registrant, with approval by the Registrant’s Board of Directors, has obtained directors’ and officers’ liability insurance.

See also the undertakings set out in response to Item 9.

 

Item 7.

Exemption from Registration Claimed.

Not applicable.

 

II-2

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Item 8.

Exhibits.

 

Exhibit Number

Incorporated by Reference

Filed Herewith

Exhibit Description

Form

File No.

Exhibit

Filing Date

4.01

Fourth Amended and Restated Certificate of Incorporation of the Registrant, effective August 30, 2007.

S-1

333-147135

3.01

11/2/07

4.02

Second Amended and Restated Bylaws of the Registrant, effective August 30, 2007.

S-1

333-147135

3.02

11/2/07

4.03

Rights Agreement dated as of September 27, 2002, between the Registrant and Mellon Investor Services LLC, as Rights Agent, which includes as Exhibit A the Form of Certificate of Designations of Series A Junior Participating Preferred Stock, as Exhibit B the Summary of Stock Purchase Rights and as Exhibit C the Form of Rights Certificate.

8-A

000-23593

4.01

9/30/02

4.04

Amendment to Rights Agreement dated as of February 11, 2003, between the Registrant and Mellon Investor Services LLC, as Rights Agent.

8-A/A

000-23593

4.02

3/19/03

4.05

Registrant’s 2007 Employee Stock Purchase Plan, as adopted August 30, 2007.

S-1

333-147135

4.05

11/2/07

5.01

Opinion of Fenwick & West LLP.

X

23.01

Consent of Independent Registered Public Accounting Firm.

X

23.02

Consent of Fenwick & West LLP (contained in Exhibit 5.01).

X

24.01

Power of Attorney (included on Page II-5 of this Registration Statement).

X

 

Item 9.

Undertakings.

 

A.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) do not apply if the information required to be included in a

 

II-3

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post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act, 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; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference into this 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.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and 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 November, 2007.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of VeriSign, Inc., a Delaware corporation, do hereby constitute and appoint William A. Roper, Jr. and Richard H. Goshorn, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys-in-fact and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature		Title		Date
/s/ William A. Roper, Jr. William A. Roper, Jr.		President, Chief Executive Officer and Director (Principal Executive Officer)		November 2, 2007
/s/ Albert E. Clement Albert E. Clement		Chief Financial Officer (Principal Financial and Accounting Officer)		November 2, 2007
/s/ D. James Bidzos D. James Bidzos		Chairman of the Board		October 31, 2007
/s/ William L. Chenevich William L. Chenevich		Director		October 31, 2007
/s/ Michelle Guthrie Michelle Guthrie		Director		October 31, 2007
/s/ Scott G. Kriens Scott G. Kriens		Director		November 2, 2007
/s/ Roger H. Moore Roger H. Moore		Director		November 1, 2007
/s/ John D. Roach John D. Roach		Director		November 2, 2007
/s/ Louis A. Simpson Louis A. Simpson		Director		October 29, 2007

 

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EXHIBIT INDEX

 

Exhibit Number

Incorporated by Reference

Filed Herewith

Exhibit Description

Form

File No.

Exhibit

Filing Date

4.01

Fourth Amended and Restated Certificate of Incorporation of the Registrant, effective August 30, 2007.

S-1

333-147135

3.01

11/2/07

4.02

Second Amended and Restated Bylaws of the Registrant, effective August 30, 2007.

S-1

333-147135

3.02

11/2/07

4.03

Rights Agreement dated as of September 27, 2002, between the Registrant and Mellon Investor Services LLC, as Rights Agent, which includes as Exhibit A the Form of Certificate of Designations of Series A Junior Participating Preferred Stock, as Exhibit B the Summary of Stock Purchase Rights and as Exhibit C the Form of Rights Certificate.

8-A

000-23593

4.01

9/30/02

4.04

Amendment to Rights Agreement dated as of February 11, 2003, between the Registrant and Mellon Investor Services LLC, as Rights Agent.

8-A/A

000-23593

4.02

3/19/03

4.05

Registrant’s 2007 Employee Stock Purchase Plan, as adopted August 30, 2007.

S-1

333-147135

4.05

11/2/07

5.01

Opinion of Fenwick & West LLP.

X

23.01

Consent of Independent Registered Public Accounting Firm.

X

23.02

Consent of Fenwick & West LLP (contained in Exhibit 5.01).

X

24.01

Power of Attorney (included on Page II-5 of this Registration Statement).

X

EXHIBIT 5.01

[On Fenwick & West LLP Letterhead]

November 2, 2007

VeriSign, Inc.

487 East Middlefield Road

Mountain View, California 94043-1331

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by VeriSign, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about November 2, 2007 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 6,000,000 shares of the Company’s Common Stock (the “Stock”) subject to issuance by the Company upon the exercise of purchase rights granted or to be granted under the Company’s 2007 Employee Stock Purchase Plan (the “Purchase Plan,”). In rendering this opinion, we have examined the following:

 

(1)

the Company’s Fourth Amended and Restated Certificate of Incorporation, effective August 30, 2007;

 

(2)

the Company’s Second Amended and Restated Bylaws, effective August 30, 2007;

 

(3)

the Registration Statement, together with the exhibits filed as a part thereof or incorporated therein by reference;

 

(4)

the Prospectus prepared in connection with the Registration Statement;

 

(5)

the minutes of meetings and actions by written consent of the Company’s Board of Directors and stockholders that are contained in the Company’s minute books and are in the Company’s possession approving the Purchase Plan; and

 

(6)

correspondence from the Company’s transfer agent verifying the number of the Company’s issued and outstanding shares of capital stock as of November 1, 2007 and documentation with respect to the Company’s capital and of any rights to purchase capital stock that was prepared by the Company and verifying the number of such issued and outstanding securities).

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 persons or entities executing the same, the

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VeriSign, Inc.

November 2, 2007

Page 2 of 2

 

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 reviewed by us. We have also assumed that the certificates representing the Stock will be, when issued, properly signed by authorized officers of the Company or their agents.

As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and the representations of Company representatives to us and have assumed the current accuracy and completeness of such information. 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.

We are admitted to practice law in the State of California, and we render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, the State of California and the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto.

Based upon the foregoing, it is our opinion that 6,000,000 shares of Stock that may be issued and sold by the Company upon the exercise of purchase rights granted or to be granted under the Purchase Plan, when issued, sold and delivered in accordance with the terms of the Purchase Plan and purchase agreements to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and Prospectuses, 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, Prospectus constituting a part thereof and any amendments thereto. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein. This opinion is intended solely for use in connection with the issuance and sale of the shares subject to the Registration Statement and is not to be relied upon for any other purpose.

 

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

VeriSign, Inc.:

We consent to the use of our report dated July 12, 2007, except for notes 2 and 4 which are as of November 2, 2007, with respect to the consolidated balance sheets of VeriSign, Inc. and subsidiaries (the Company) as of December 31, 2006 and 2005, and the related consolidated statements of income, stockholders’ equity, comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2006, which report appears on Form 8-K of VeriSign, Inc. dated November 2, 2007, and of our report dated July 12, 2007 with respect to management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006, and the effectiveness of internal control over financial reporting as of December 31, 2006, which report appears in the December 31, 2006 annual report on Form 10-K of VeriSign, Inc., incorporated herein by reference in this registration statement on Form S-8.

Our report dated July 12, 2007, except for notes 2 and 4 which are as of November 2, 2007, contains an explanatory note that refers to the Company’s adoption of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, effective January 1, 2006.

Our report dated July 12, 2007, on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2006, expresses our opinion that VeriSign, Inc. did not maintain effective internal control over financial reporting as of December 31, 2006, because of the effect of a material weakness related to the Company’s stock administration policies and practices and contains an explanatory paragraph that states that the material weakness was comprised of the following control deficiencies: (1) failure to consistently implement and apply policies and procedures related to the approval of equity-based grants to executive officers, retention grants and grants made in connection with new hires, promotions, and annual performance reviews; (2) lack of complete and timely reconciliation of grants and cancellations from the Company’s stock administration database to its financial reporting systems; lack of consistent reconciliation of grant dates in the system of record to supporting documentation; (3) inadequate supervision and training of personnel involved with the equity-based grant processes; and (4) lack of effective coordination and communication among the Human Resources Department, Accounting Department and Legal Department in connection with the administration of equity-based grants. The control deficiencies resulted in more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected. A material weakness comprised of similar control deficiencies to those noted above resulted in material errors to, and the restatement of, the 2005 and 2004 annual consolidated financial statements and the condensed consolidated financial statements for the interim periods in 2005 and for the interim period ended March 31, 2006.

Our report on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2006, contains an explanatory paragraph that states the Company acquired m-Qube, Inc. (m-Qube) and inCode Telecom Group, Inc. (inCode) on May 1, 2006 and November 30, 2006, respectively, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006 m-Qube’s and inCode’s internal control over financial reporting associated with total assets of $316,131,000 and $89,656,000, respectively, and total revenues of $26,985,000 and $5,000,000, respectively, included in the consolidated financial statements of VeriSign, Inc. and subsidiaries as of and for the year ended December 31, 2006. Our audit of internal control over financial reporting of VeriSign, Inc. also excluded an evaluation of the internal control over financial reporting of m-Qube and inCode.

/s/ KPMG LLP

Mountain View, California

November 2, 2007