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): October 6, 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)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On October 6, 2008, VeriSign, Inc. (the “Company”) and certain of its subsidiaries entered into a Purchase and Termination Agreement (the “Agreement”) with Fox Entertainment Group, Inc. (a subsidiary of News Corporation) and certain of its subsidiaries (collectively, “Fox”), US Mobile Holdings, LLC and Netherlands Mobile Holdings C.V. (together, the “Joint Ventures”) and Jamba Netherlands Mobile Holdings GP B.V. (the “Netherlands GP”). Pursuant to the Agreement, the Company and its relevant subsidiaries agreed to sell their aggregate remaining 49% interest in the Joint Ventures and the Netherlands GP for an aggregate amount of approximately $200 million to Fox, who, as a result of the sale, will own 100% of the Joint Ventures and the Netherlands GP. The sale was completed on the same day, October 6, 2008.
Pursuant to the Agreement, (i) certain outstanding debts and accrued but unpaid interest owed among the Joint Ventures and the Company have been repaid, (ii) the parties have agreed to the settlement and discharge of all other payments among them as of the date of the Agreement with respect to the Joint Ventures, and as of August 31, 2008, with respect to the Gateway Agreement (defined below), (iii) the Company and its affiliates have agreed to continue to observe, for fixed periods, certain non-compete clauses with respect to the direct-to-consumer mobile business conducted by the Joint Ventures (although, subject to certain exceptions, the Company and its affiliates may continue to provide “business to business” mobile content services), (iv) the Company and its affiliates have agreed to continue to observe certain non-solicitation clauses with respect to the employees of the Joint Ventures, and (v) Fox and the Company have released each other from certain claims and from certain, but not all, liabilities and indemnification obligations related to the Joint Ventures. As a result of the sale of the Joint Ventures under the Agreement, the Company has no interest in the Joint Ventures or the Netherlands GP and its managers no longer serve on the boards of directors of the Joint Ventures or the Netherlands GP.
Simultaneously with closing of the sale of the Joint Ventures under the Agreement, the Company and the Joint Ventures entered into an amendment (the “Gateway Agreement Amendment”) to the VeriSign Gateway Services Agreement between the Company and the Joint Ventures, dated January 31, 2007 (the “Gateway Agreement”). The Gateway Agreement Amendment modifies certain provisions of the Gateway Agreement governing services to be provided by the Company to the Joint Ventures, including modifications that limit the initial term of the Company’s obligations and that partially alter the fee and revenue share structure for certain services rendered.
A copy of the press release announcing the sale of the Company’s minority share of the Joint Ventures to Fox is attached hereto as Exhibit 99.1.
| Item 1.02 | Termination of a Material Definitive Agreement |
As a result of the sale of the Joint Ventures under the Agreement, the Company’s obligations under: (i) the Joint Venture Agreement of Netherlands Mobile Holdings C.V., by and among News Corporation, the Company, Fox Dutch Mobile B.V., VeriSign Netherlands Mobile Holdings B.V. and the Netherlands GP, and (ii) the Limited Liability Company Agreement of US Mobile Holdings, LLC, by and among Fox US Mobile Holdings, Inc., News Corporation, VeriSign U.S. Holdings, Inc., and U.S. Mobile Holdings, LLC, in each case dated as of January 31, 2007 (together, the “Joint Venture Agreements”) have terminated effective as of October 6, 2008. The Joint Venture Agreements were originally entered into to set out the rights and obligations of the Company, its relevant subsidiaries and Fox with respect to the Joint Ventures, which were created to provide mobile entertainment to consumers on a global basis. The provisions of the Joint Venture Agreements concerning board appointments to the Joint Ventures, capital contributions, and certain put and call arrangements, among others, are no longer effective for the Company. However, certain indemnification obligations will remain in effect. The Company will not incur any early termination penalties as a result of the termination of the Joint Venture Agreements.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Press Release by VeriSign, Inc. and News Corporation dated October 7, 2008, announcing the sale by VeriSign of its minority share of the mobile entertainment joint venture to News Corporation. | |
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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: October 7, 2008 | By: | /s/ Richard H. Goshorn | ||||
| Name: | Richard H. Goshorn | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
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EXHIBIT 99.1
VeriSign Sells Minority Share of Mobile Entertainment Joint Venture to News Corporation
NEW YORK, NY AND MOUNTAIN VIEW, CA – October 7, 2008 – News Corporation (NYSE: NWS, NWS.A), and VeriSign, Inc. (Nasdaq: VRSN) today announced the sale of VeriSign’s minority share of the mobile entertainment joint venture to News Corporation for approximately $200 million.
The joint venture was created when News Corporation acquired controlling interest in VeriSign’s wholly-owned Jamba subsidiary in 2007 and combined it with the Fox Mobile Entertainment unit.
“This sale is an important step in our effort to focus on our core businesses in Internet infrastructure,” said Jim Bidzos, executive chairman of the board of directors, president and chief executive officer on an interim basis of VeriSign. “News Corp. has been a good business partner and we wish them well as they continue to operate an exciting mobile entertainment business.”
About News Corporation
News Corporation (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) had total assets as of June 30, 2008 of approximately US$62 billion and total annual revenues of approximately US$33 billion. News Corporation is a diversified global media company with operations in eight industry segments: filmed entertainment; television; cable network programming; direct broadcast satellite television; magazines and inserts; newspapers and information services; book publishing; and other. The activities of News Corporation are conducted principally in the United States, Continental Europe, the United Kingdom, Australia, Asia and the Pacific Basin.
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.
News Corp Contacts
Investor Relations: Reed Nolte, 212-852-7092
Media Relations: Teri Everett, 212-852-7070
VeriSign Contacts
Investor Relations: Ken Bond, ir@verisign.com, 650-426-3744
Media Relations: Lisa Malloy, pr@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 and potential fluctuations in quarterly operating results due to such factors as increasing competition and pricing pressure from competing services offered at prices below our prices and market acceptance of our existing services, the inability of VeriSign to successfully develop and market new services, and the uncertainty of whether new services as provided by VeriSign will achieve market acceptance or result in any revenues and the risk that the planned divestitures of certain businesses may be delayed, may generate less proceeds than expected or may incur unanticipated costs or otherwise negatively affect VeriSign’s financial condition, results of operations or cash flows, and the uncertainty of whether Project Titan will achieve its stated objectives. 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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