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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 VERISIGN, INC. ----------------------- (Exact name of registrant as specified in its charter) DELAWARE 94-3221585 - --------------------------------------- ---------------------------- (State of Incorporation or organization) (I.R.S. Employer Identification Number) 1390 SHOREBIRD WAY MOUNTAIN VIEW, CALIFORNIA 94043 - --------------------------------------- ---------------------------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: NONE Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.001 PAR VALUE ------------------------------ (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of the Common Stock of Registrant set forth under the caption "Description of Capital Stock" in Registrant's Registration Statement on Form S-1 (File No. 333-40789) as originally filed with the Securities and Exchange Commission on November 21, 1997, or as subsequently amended (the "Registration Statement"), and in the Prospectus included in the ---------------------- Registration Statement, is hereby incorporated by reference in response to this item. ITEM 2. EXHIBITS. The following exhibits are filed herewith or incorporated herein by reference: Exhibit Number Exhibit Title or Description ------ ---------------------------- 3.01 Second Amended and Restated Certificate of Incorporation of Registrant, as amended (incorporated by reference to Exhibit 3.01 to the Registration Statement). 3.02 Form of Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.02 to the Registration Statement). 3.03 Form of Third Amended and Restated Certificate of Incorporation of Registrant to be effective upon the closing of the initial public offering (incorporated by reference to Exhibit 3.03 to the Registration Statement). 3.04 Bylaws of Registrant (incorporated by reference to Exhibit 3.04 to the Registration Statement). 3.05 Form of Amended and Restated Bylaws of Registrant to be effective upon the closing of the initial public offering (incorporated by reference to Exhibit 3.05 to the Registration Statement). 4.01 Investors' Rights Agreement, dated November 15, 1996, among Registrant and the parties indicated therein (incorporated by reference to Exhibit 4.01 to the Registration Statement). 4.02 Stockholders' Agreement, dated April 18, 1995, among Registrant and the parties indicated therein, and amendments dated February 20, 1996 and November 15, 1996 (incorporated by reference to Exhibit 4.02 to the Registration Statement). -2- 4.03 Co-Sale Agreement, dated February 20, 1996, among the Registrant and the parties indicated therein (incorporated by reference to Exhibit 4.03 to the Registration Statement). 4.04 Form of certificate of Registrant's Common Stock (incorporated by reference to Exhibit 4.04 to the Registration Statement). 99.01 The description of Registrant's capital stock set forth under the caption "Description of Capital Stock" on pages 64 through 66 of the Prospectus included in the Registration Statement. -3- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: January 6, 1998 VeriSign, Inc. By: /s/ Dana L. Evan ----------------------------- Dana L. Evan Vice President, Finance and Administration and Chief Financial Officer -4- INDEX TO EXHIBITS ----------------- Exhibit Number Exhibit Title or Description - ------ ---------------------------- 3.01 Second Amended and Restated Certificate of Incorporation of Registrant, as amended (incorporated by reference to Exhibit 3.01 to the Registration Statement). 3.02 Form of Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.02 to the Registration Statement). 3.03 Form of Third Amended and Restated Certificate of Incorporation of Registrant to be effective upon the closing of the initial public offering (incorporated by reference to Exhibit 3.03 to the Registration Statement). 3.04 Bylaws of Registrant (incorporated by reference to Exhibit 3.04 to the Registration Statement). 3.05 Form of Amended and Restated Bylaws of Registrant to be effective upon the closing of the initial public offering (incorporated by reference to Exhibit 3.05 to the Registration Statement). 4.01 Investors' Rights Agreement, dated November 15, 1996, among Registrant and the parties indicated therein (incorporated by reference to Exhibit 4.01 to the Registration Statement). 4.02 Stockholders' Agreement, dated April 18, 1995, among Registrant and the parties indicated therein, and amendments dated February 20, 1996 and November 15, 1996 (incorporated by reference to Exhibit 4.02 to the Registration Statement). 4.03 Co-Sale Agreement, dated February 20, 1996, among the Registrant and the parties indicated therein (incorporated by reference to Exhibit 4.03 to the Registration Statement). 4.04 Form of certificate of Registrant's Common Stock (incorporated by reference to Exhibit 4.04 to the Registration Statement). 99.01 The description of Registrant's capital stock set forth under the caption "Description of Capital Stock" on pages 64 through 66 of the Prospectus included in the Registration Statement. -5-