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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
VERISIGN, INC.
(Name of Issuer)
COMMON STOCK
$0.01 PAR VALUE
(Title of Class of Securities)
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92343E10-2
(Cusip Number)
Douglas E. Scott, Esq.
Senior Vice President and General Counsel
Science Application International
Corporation
10260 Campus Point Drive
San Diego, CA 92121
Tel No.: 858-546-6000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
With a copy to:
Aloma H. Avery, Esq.
Senior Counsel Science Application International Corporation
10260 Campus Point Drive San Diego, CA 92121
Tel No.: 858-546-6000
June 8, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
Check the following box if a fee is being paid with this statement: [ ]
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Page 1 of 9
SCHEDULE 13D
CUSIP No. 92343E10-2 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Science Applications International Corporation 95-3630868
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 8 SHARED VOTING POWER
7,522,500 shares of Common Stock
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
17,522,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,522,500 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88)
Page 2 of 9
SCHEDULE 13D
CUSIP No. 92343E10-2 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAIC Venture Capital Corporation 88-0447177
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 8 SHARED VOTING POWER
17,522,500 shares of Common Stock
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
17,522,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,522,500 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88)
Page 3 of 9
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, par value $.01 per share
(the "Common Stock") of VeriSign, Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 1350 Charleston Rd., Mountain View, CA
94043.
Item 2. Identity and Background.
(a)-(c) This Schedule 13D is being filed jointly by each of the following
persons pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange
Commission (the "Commission") pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended ( the "Exchange Act"): (i) Science Applications
International Corporation, a Delaware corporation ("SAIC"); and (ii) SAIC
Venture Capital Corporation, a Nevada corporation and wholly owned subsidiary of
SAIC ("SVCC" and, together with SAIC, the "Reporting Persons").
SVCC's principal office is located at 3993 Howard Hughes Parkway, Suite
570, Las Vegas, Nevada 89109. SVCC is a wholly owned venture capital investment
subsidiary of SAIC. SAIC's principal office is located at 10260 Campus Point
Drive, San Diego, California 92121. SAIC provides diversified professional and
technical services and designs, develops and manufactures high-technology
products.
The following information with respect to each executive officer and
director of SAIC and SVCC is set forth in Appendix A hereto, which is
incorporated herein by reference: (i) name; (ii) business address; (iii)
principal occupation or employment; and (iv) name of any corporation or other
organization in which such employment is conducted, together with the principal
business address of any such corporation or organization other than SAIC or SVCC
for which such information is set forth above.
(d)-(f) During the last five years, neither SAIC nor SVCC nor, to the best
of their knowledge, any of the persons listed in Appendix A attached hereto has
been (a) convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws. To the
knowledge of SAIC and SVCC, each of the individuals listed in Appendix A
attached hereto is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On June 8, 2000, the Issuer acquired all of the shares of the common stock
of Network Solutions, Inc. ("Network Solutions") in a stock for stock exchange
through the merger of Network Solutions into Nickel Acquisition Corporation
("MergerSub"), a wholly-owned subsidiary of the Issuer. As of June 8, 2000, SVCC
owned 16,300,000 shares of Network Solutions common stock which was converted on
a 1.075 basis to 17,522,500 shares of VeriSign common stock.
Item 4. Purpose of Transaction.
On June 8, 2000, the Issuer acquired all of the shares of the common stock
of Network Solutions, Inc. in a stock for stock exchange through the merger of
Network Solutions into Nickel Acquisition Corporation ("MergerSub"), a
wholly-owned subsidiary of the Issuer. As of June 8, 2000, SVCC owned 16,300,000
shares of Network Solutions common stock which was converted on a 1.075 basis to
17,522,500 shares of Common Stock. In connection with the merger, William A.
Roger, and Michael A. Daniels were appointed to the Board of Directors of the
Issuer. Mr. Roger is a director of SVCC and a Corporate Executive Vice
President and Chief Financial Officer of SAIC and Mr. Daniels is a Sector Vice
President of SAIC.
(a) - (j)Not applicable.
Item 5. Interest in Securities of the Issuer.
(a) SVCC directly owns 17,522,500 shares of Common Stock, which represent
approximately 9% of the Common Stock of the Issuer. The calculation of
percentage of beneficial ownership was derived from the Issuer's Quarterly
Report on Form 10-Q for the period ending March 31, 2000, filed with the
Commission on May 12, 2000 in which the Issuer stated that the number of shares
of Common Stock outstanding as of April 28, 2000 was 115,406,231, as well as the
Issuer's Report on Form 8-K, filed with the Commission on June 19, 2000 which
reported the issuance of approximately 78 million shares of Common Stock in
connection with the merger of Network Solutions, Inc. with and into Nickel
Acquisition Corporation, a wholly-owned subsidiary of the Issuer on June 8,
2000. For reporting purposes, SAIC may be deemed the beneficial owner of the
shares owned by SVCC.
(b) For reporting purposes, SVCC and SAIC may be deemed to share voting and
dispositive powers with respect to the 17,522,500 shares of Common Stock.
(c) None.
(d) SVCC is a wholly owned subsidiary of SAIC.
(e) Not applicable.
Page 4 of 9
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Issuer entered into a registration rights agreement with SVCC. This
agreement will require the Issuer on up to three occasions when requested by
SVCC, to file a registration statement with the Commission registering for
public resale at least 2,000,000 shares of Common Stock received by SVCC in
the merger. The Issuer will only be required to effect one registration in any
six month period. In addition, SVCC will be entitled to "piggyback" registration
rights so as to be able to include the shares of Common Stock it receives in the
merger in a registration statement filed by the Issuer. This agreement will
terminate after May 6, 2005 or earlier if the Issuer provides a written opinion
that the shares may be resold in a three-month period under Rule 144 or 145
under the Securities Act without restrictions on manner of sale, notice or
current public information.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement as to Joint Filing of Schedule 13D, dated as of June
22, 2000, between SAIC and SVCC.
Exhibit B: Registration Rights Agreement between the Issuer and SVCC dated
as of March 6, 2000. Incorporated herein by reference to Annex F to the Form S-4
filed by the Issuer on April 12, 2000.
Page 5 of 9
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 22, 2000.
SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION
By /s/ Douglas E. Scott
---------------------------------
Douglas E. Scott
Senior Vice President and
General Counsel
SAIC VENTURE CAPITAL CORPORATION
By /s/ Ira J. Miller
---------------------------------
Ira J. Miller
President
APPENDIX A
Directors and Executive Officers
The following table sets forth the name, business address and present
principal occupation or employment of each of the directors of Science
Applications International Corporation ("SAIC"). To the knowledge of SAIC, each
director listed below is a United States citizen.
NAME, PRINCIPAL BUSINESS
AND ADDRESS OF
CORPORATION OR OTHER
ORGANIZATION IN WHICH
EMPLOYMENT
NAME PRINCIPAL OCCUPATION IS CONDUCTED
- ---- -------------------- ------------------------
Duane P. Andrews Corporate Executive Vice President and 1710 SAIC Drive
Director of SAIC McLean, VA 22102
J. Robert Beyster Chairman of the Board, Chief Executive 1241 Cave Street
Officer, President and Director of SAIC La Jolla, CA 92037
Wolfgang H. Demisch Managing Director of Wasserstein Perella, Wasserstein Perella Securities, Inc.
an investment bank 31 West 52nd Street, 27th Floor
New York, NY 10019
David W. Dorman Chief Executive Officer of Concert Concert Communications Company
Communications Company 1230 Peachtree Street, Suite 2000
Atlanta, GA 30339
Page 6 of 9
NAME, PRINCIPAL BUSINESS
AND ADDRESS OF
CORPORATION OR OTHER
ORGANIZATION IN WHICH
EMPLOYMENT
NAME PRINCIPAL OCCUPATION IS CONDUCTED
- ---- -------------------- ------------------------
Wayne A. Downing Director of SAIC 2860 S. Circle Drive, Suite GL10
Colorado Springs, CO 80906
John E. Glancy Executive Vice President and Director of 1299 Prospect
SAIC La Jolla, CA 92037
Bobby R. Inman Director of SAIC 701 Brazos, Suite 500
Austin, TX 78701
Anita K. Jones Professor, Dept. of Computer Science, Department of Computer Science
University of Virginia Thornton Hall
University of Virginia
Charlottesville, VA 22903
Harry M. Jansen Kraemer, Jr. President and Chief Executive Officer of Baxter International, Inc.
Baxter International Inc., a health care One Baxter Parkway
products, systems and services company Deerfield, IL 60015
Claudine B. Malone President of Financial Management 7570 Potomac Fall Road
Consulting, Inc., a consulting company McLean, VA 22102
Stephen D. Rockwood Executive Vice President and Director of 16701 West Bernardo Drive
SAIC San Diego, CA 92127
Louis A. Simpson President and Chief Executive Officer, Plaza Investment Managers, Inc.
Capital Operations of GEICO Corporation, an 5951 La Sendita, Bldg. A
insurance company Rancho Santa Fe, CA 92067
Richard C. Smith Chief Executive Officer of Telcordia 445 South Street
Technologies, Inc., a wholly owned Morristown, NJ 07960
subsidiary of SAIC
Edward A. Straker Executive Vice President and Director of 11251 Roger Bacon Drive
SAIC Reston, VA 20190
Monroe E. Trout Director of SAIC 9322 Norlake Circle
Knoxville, TN 37922
Joseph P. Walkush Sector Vice President and Director of SAIC 1241 Cave Street
La Jolla, CA 92037
John H. Warner, Jr. Corporate Executive Vice President and 10260 Campus Point Drive
Director of SAIC San Diego, CA 92121
Page 7 of 9
NAME, PRINCIPAL BUSINESS
AND ADDRESS OF
CORPORATION OR OTHER
ORGANIZATION IN WHICH
EMPLOYMENT
NAME PRINCIPAL OCCUPATION IS CONDUCTED
- ---- -------------------- ------------------------
Jasper A. Welch President of Jasper Welch Associates, a 2129 Foothill Road
consulting firm Santa Fe, NM 87505
A. Thomas Young Director of SAIC 12921 Esworthy Road
N. Potomac, MD 20878
The following table sets forth the name, business address and title of
each of the executive officers of SAIC, excluding executive officers who are
also directors. To the knowledge of SAIC, each officer listed below is a United
States citizen. Unless otherwise indicated, the business address of each person
named below is c/o Science Applications International Corporation, 10260 Campus
Point Drive, San Diego, California 92121.
NAME TITLE (AND ADDRESS, IF OTHER THAN AS INDICATED ABOVE)
- ---- -----------------------------------------------------
Daniel W. Baldwin Corporate Executive Vice President and Treasurer
J. Dennis Heipt Corporate Executive Vice President and Secretary
Peter N. Pavlics Senior Vice President and Controller
William A. Roper, Jr. Corporate Executive Vice President and Chief
Financial Officer
SAIC
1241 Cave Street
La Jolla, CA 92037
Robert A. Rosenberg Executive Vice President
SAIC
1710 SAIC Drive
McLean, VA 22102
Douglas E. Scott Senior Vice President and General Counsel
Page 8 of 9
The following table sets forth the name, business address and present
principal occupation or employment of each of the directors of SAIC Venture
Capital Corporation ("SVCC"). To the knowledge of SVCC, each director listed
below is a United States citizen.
NAME, PRINCIPAL BUSINESS
ADDRESS OF CORPORATION/
ORGANIZATION IN WHICH IS
NAME PRINCIPAL OCCUPATION CONDUCTED
- ---- -------------------- ------------------------
J. Robert Beyster (Chairman) Chairman of the Board, Chief Executive 1241 Cave Street
Officer, President and Director of SAIC La Jolla, CA 92037
J. Dennis Heipt Corporate Executive Vice President and 10260 Campus Point Drive
Secretary of SAIC San Diego, California
William A. Roper, Jr. Corporate Executive Vice President and Chief 1241 Cave Street
Financial Officer of SAIC La Jolla, CA 92037
Douglas E. Scott Senior Vice President and General Counsel of 10260 Campus Point Drive
SAIC San Diego, California
The following table sets forth the name, business address and title of
each of the executive officers of SVCC, excluding executive officers who are
also directors. To the knowledge of SVCC, each officer listed below is a United
States citizen. Unless otherwise indicated, the business address of each officer
named below is c/o SAIC Venture Capital Corporation, 3993 Howard Hughes Parkway,
Suite 570, Las Vegas, Nevada 89109.
NAME TITLE (AND ADDRESS, IF OTHER THAN AS INDICATED ABOVE)
- ---- -----------------------------------------------------
Ira J. Miller President and Treasurer
Page 9 of 9
EXHIBIT A
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing, on behalf of
each of them, of a Statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of VeriSign, Inc. Each of them is responsible for
the timely filing of such Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information concerning such person contained
therein; but none of them is responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
Date: June 22, 2000
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
By /s/ Douglas E. Scott
--------------------------------------
Douglas E. Scott
Senior Vice President and General Counsel
SAIC VENTURE CAPITAL CORPORATION
By /s/ Ira J. Miller
--------------------------------------
Ira J. Miller
President
EXHIBIT B
REGISTRATION RIGHTS AGREEMENT
Incorporated herein by reference to Annex F to the Form S-4 filed by the Issuer
on April 12, 2000.