UNITED STATES
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): April 4, 2008
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)) |
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| Item 2.02 | Results of Operations and Financial Condition. |
On April 7, 2008, VeriSign, Inc. (“VeriSign” or the “Company”) announced that it expects revenues for its first quarter will meet or exceed guidance provided on January 31, 2008. It also expects non-GAAP earnings per share will meet or exceed the Company’s internal plan. A copy of this press release is attached hereto as exhibit 99.1.
The information in item 2.02 of this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On April 4, 2008, the employment of Albert E. Clement, Chief Financial Officer of VeriSign ended.
(c) On April 4, 2008, the Company’s Board of Directors appointed Brian G. Robins as acting Chief Financial Officer of VeriSign. Mr. Robins, 38, has served as Senior Vice President, Finance, for the Company since August 2007 and as Vice President from January 2007 to August 2007. Prior to joining VeriSign in January 2007, Mr. Robins was employed by NeuStar, a provider of clearinghouse services for communication service providers and enterprises, in a number of capacities since 2001, including as Vice President of Finance and Treasurer. Mr. Robins holds a B.A degree in Finance from Lipscomb University and an M.B.A. from Vanderbilt University. The Compensation Committee will consider changes to Mr. Robins’s current compensation, if any, at a future date.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release by VeriSign, Inc. dated April 7, 2008, announcing change to financial leadership team. | |
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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: | April 7, 2008 | By: | /s/ Richard H. Goshorn | |||||
| Richard H. Goshorn | ||||||||
| Senior Vice President, | ||||||||
| General Counsel and Secretary | ||||||||
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Exhibit Index
| Exhibit No. |
Description | |
| Exhibit 99.1 | Press Release by VeriSign, Inc. dated April 7, 2008, announcing change to financial leadership team. | |
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Exhibit 99.1
VeriSign Announces Change to Financial Leadership Team
Company Also Expects to Meet or Exceed Guidance
MOUNTAIN VIEW, CA – April 7, 2008 – VeriSign, Inc. (NASDAQ: VRSN), today announced that Brian G. Robins, Senior Vice President, has been named acting Chief Financial Officer and replaces Albert E. Clement, whose employment ended April 4, 2008.
The company also announced that Robynne D. Sisco, Senior Vice President and Chief Accounting Officer has assumed additional responsibilities as Corporate Controller and replaces Debbie W. Tuck, whose employment ended April 4, 2008.
These actions were not the result of any matters which, to the company’s knowledge, would have an adverse impact on the integrity of the company’s financial statements or the results of its operations.
The Company also announced that it expects revenue for its first quarter 2008 will meet or exceed guidance provided on January 31, 2008, and that it expects non-GAAP earnings per share for its first quarter 2008 will meet or exceed the Company’s internal plans. The company will announce first quarter 2008 financial results on May 8, 2008.
About VeriSign
VeriSign, Inc. (NASDAQ: VRSN) is the trusted provider of Internet infrastructure services for the networked world. Billions of times each day, VeriSign helps companies and consumers all over the world engage in communications and commerce with confidence. Additional news and information about the company is available at www.verisign.com.
Trademarks
VeriSign, and other trademarks, service marks, and logos are registered or unregistered trademarks of VeriSign and its subsidiaries in the United States and in foreign countries.
Copyright © 2008 VeriSign, Inc. All rights reserved.
For more information, contact:
VeriSign Investor Relations: Ken Bond, kbond@verisign.com, 650.426.3744
VeriSign Media Relations: Lisa Malloy, emalloy@verisign.com, 202.270.7600
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 of future revenue and profitability; potential fluctuations in quarterly operating results due to such factors as the risk that VeriSign’s announcements may not result in additional products, services, customers, profits or revenues; and increased competition and pricing pressures. 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, 2007, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. VeriSign undertakes no obligation to update any of the forward-looking statements after the date of this press release.
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