UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
to
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
VERISIGN, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Shares of Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
92343E102
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
William A. Roper, Jr.
President and Chief Executive Officer
VeriSign, Inc.
487 East Middlefield Road
Mountain View, California 94043
(650) 961-7500
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copies to:
| Richard H. Goshorn Senior Vice President, General Counsel VeriSign, Inc. 487 East Middlefield Road Mountain View, California 94043 (650) 961-7500 |
Jeffrey R. Vetter, Esq. Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 335-7160 |
CALCULATION OF FILING FEE
| Transaction valuation* |
Amount of filing fee** | |
| $29,763,814.36 | $913.75*** |
| * | Calculated solely for purposes of determining the filing fee. The “transaction valuation” set forth above is based on the Black-Scholes option valuation model, and assumes that all outstanding options eligible for tender covering an aggregate of 2,134,881 shares of common stock of VeriSign, Inc. will be amended pursuant to this offer, which may not occur. |
| ** | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Advisory No. 6 for fiscal year 2007, equals $30.70 per $1,000,000 of transaction valuation. The transaction valuation set forth above was calculated for the sole purpose of determining the filing fee, and should not be used or relied upon for any other purpose. |
| *** | Previously paid. |
| ¨ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | Not applicable. | |
| Form or Registration No.: | Not applicable. | |
| Filing party: | Not applicable. | |
| Date filed: | Not applicable. |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by VeriSign, Inc. (“VeriSign”) with the Securities and Exchange Commission on July 27, 2007 (the “Schedule TO”), relating to the offer to amend or replace certain options defined as “Eligible Options” in the Offer to Amend or Replace Eligible Options attached to the Schedule TO as Exhibit 99.(a)(1)(A) (the “Offer to Amend or Replace”) held by current employees of VeriSign so that such options will not be subject to adverse tax consequences under Section 409A of the Internal Revenue Code. Except as amended and supplemented hereby and by Amendment No. 1 thereto, all terms of and disclosures set forth in the Schedule TO and the Offer to Amend or Replace and all disclosures set forth in the Schedule TO and exhibits thereto remain unchanged and are incorporated herein by reference to this Amendment.
This Amendment is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(3) promulgated under the Securities Exchange Act of 1934, as amended.
ITEM 12. EXHIBITS.
Exhibit 99.(a)(1)(J) to this Amendment is hereby filed as Exhibit 99.(a)(1)(J) to the Schedule TO and Item 12 of the Schedule TO is amended and restated as follows:
| EXHIBIT NUMBER |
DESCRIPTION | |
| 99.(a)(1)(A)* | Offer to Amend or Replace, dated July 27, 2007. | |
| 99.(a)(1)(B)* | Email Announcement of Offer to Amend or Replace, dated July 27, 2007. | |
| 99.(a)(1)(C)* | Screenshot of Login Page to Offer website at https://vrsn.equitybenefits.com. | |
| 99.(a)(1)(D)* | Screenshots of Welcome Page to Offer website at https://vrsn.equitybenefits.com. | |
| 99.(a)(1)(E)* | Screenshots of Electronic Election Form. | |
| 99.(a)(1)(F)* | Screenshot of Election Amendment Review. | |
| 99.(a)(1)(G)* | Screenshots of Agreement to Terms of Election. | |
| 99.(a)(1)(H)* | Screenshots of Print Confirmation. | |
| 99.(a)(1)(I)* | E-mail of Election Confirmation Statement. | |
| 99.(a)(1)(J) | Screenshots of Login Page to Offer website at VeriSign, Inc. intranet website. | |
| 99.(a)(1)(K)* | Instructions to Electronic Election Form. | |
| 99.(a)(1)(L)* | Form of Stock Option Amendment and Bonus Agreement. | |
| 99.(a)(1)(M)* | Form of Acknowledgement of Receipt of Withdrawal Form. | |
| 99.(a)(1)(N)* | Form of Withdrawal Form (to withdraw via facsimile or mail). | |
| 99.(a)(1)(O)* | Form of E-mail Reminder of Expiration Date. | |
| 99.(a)(1)(P)* | Form of Election Form (to submit via facsimile). | |
| 99.(a)(1)(Q)* | Form of Notice of Expiration of Offer, Amendment of Eligible Option and Commitment to Pay Cash Bonus. | |
| 99.(a)(1)(R)* | Form of E-mail to Individuals Choosing not to Tender Eligible Options. | |
| 99.(a)(1)(S)* | Material Income Tax Consequences for Eligible Optionees Resident Outside the United States. | |
| 99.(a)(1)(T) | VeriSign, Inc. Annual Report on Form 10-K for the year ended December 31, 2006, filed with the Securities and Exchange Commission (the “SEC”) on July 12, 2007 is incorporated herein by reference. | |
2
| 99.(a)(1)(U) | VeriSign, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2007, filed with the SEC on July 16, 2007, is incorporated herein by reference. | |
| 99.(a)(1)(V)* | PowerPoint Employee Presentation Materials, dated July 27, 2007. | |
| 99.(a)(1)(W) | VeriSign, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2007, filed with the SEC on August 9, 2007, is incorporated herein by reference. | |
| 99.(b) | Not applicable. | |
| 99.(d)(1)(A) | VeriSign, Inc. 1998 Equity Incentive Plan is incorporated herein by reference from Exhibit 10.04 to Form 10-K, filed with the SEC on March 16, 2005. | |
| 99.(d)(1)(B) | VeriSign, Inc. 1998 Equity Incentive Plan Form of Stock Option Agreement is incorporated herein by reference from Exhibit 10.09 to Form S-1/A, filed with the SEC on January 1, 1998. | |
| 99.(d)(1)(C) | VeriSign, Inc. 2001 Stock Incentive Plan, is incorporated herein by reference from Exhibit 10.08 to Form 10-K, filed with the SEC on March 31, 2003. | |
| 99.(d)(1)(D) | VeriSign, Inc. 2001 Stock Incentive Plan Form of Stock Option Agreement is incorporated herein by reference from Exhibit 4.05 to Form S-8, filed with the SEC on September 21, 2001. | |
| 99.(g) | Not applicable. | |
| 99.(h) | Not applicable. | |
| * | Previously Filed |
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No.2 to Schedule TO is true, complete and correct.
| VeriSign, Inc. | ||
| By: | /s/ Richard H. Goshorn | |
| Richard H. Goshorn | ||
| Senior Vice President, General Counsel | ||
| Date: | August 21, 2007 | |
4
INDEX OF EXHIBITS
| EXHIBIT NUMBER |
DESCRIPTION | |
| 99.(a)(1)(A)* | Offer to Amend or Replace, dated July 27, 2007. | |
| 99.(a)(1)(B)* | Email Announcement of Offer to Amend or Replace, dated July 27, 2007. | |
| 99.(a)(1)(C)* | Screenshot of Login Page to Offer website at https://vrsn.equitybenefits.com. | |
| 99.(a)(1)(D)* | Screenshots of Welcome Page to Offer website at https://vrsn.equitybenefits.com. | |
| 99.(a)(1)(E)* | Screenshots of Electronic Election Form. | |
| 99.(a)(1)(F)* | Screenshot of Election Amendment Review. | |
| 99.(a)(1)(G)* | Screenshots of Agreement to Terms of Election. | |
| 99.(a)(1)(H)* | Screenshots of Print Confirmation. | |
| 99.(a)(1)(I)* | E-mail of Election Confirmation Statement. | |
| 99.(a)(1)(J) | Screenshots of Login Page to Offer website at VeriSign, Inc. intranet website. | |
| 99.(a)(1)(K)* | Instructions to Electronic Election Form. | |
| 99.(a)(1)(L)* | Form of Stock Option Amendment and Bonus Agreement. | |
| 99.(a)(1)(M)* | Form of Acknowledgement of Receipt of Withdrawal Form. | |
| 99.(a)(1)(N)* | Form of Withdrawal Form (to withdraw via facsimile or mail). | |
| 99.(a)(1)(O)* | Form of E-mail Reminder of Expiration Date. | |
| 99.(a)(1)(P)* | Form of Election Form (to submit via facsimile). | |
| 99.(a)(1)(Q)* | Form of Notice of Expiration of Offer, Amendment of Eligible Option and Commitment to Pay Cash Bonus. | |
| 99.(a)(1)(R)* | Form of E-mail to Individuals Choosing not to Tender Eligible Options. | |
| 99.(a)(1)(S)* | Material Income Tax Consequences for Eligible Optionees Resident Outside the United States. | |
| 99.(a)(1)(T) | VeriSign, Inc. Annual Report on Form 10-K for the year ended December 31, 2006, filed with the Securities and Exchange Commission (the “SEC”) on July 12, 2007 is incorporated herein by reference. | |
| 99.(a)(1)(U) | VeriSign, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2007, filed with the SEC on July 16, 2007, is incorporated herein by reference. | |
| 99.(a)(1)(V)* | PowerPoint Employee Presentation Materials, dated July 27, 2007. | |
| 99.(a)(1)(W) | VeriSign, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2007, filed with the SEC on August 9, 2007, is incorporated herein by reference. | |
| 99.(b) | Not applicable. | |
| 99.(d)(1)(A) | VeriSign, Inc. 1998 Equity Incentive Plan is incorporated herein by reference from Exhibit 10.04 to Form 10-K, filed with the SEC on March 16, 2005. | |
| 99.(d)(1)(B) | VeriSign, Inc. 1998 Equity Incentive Plan Form of Stock Option Agreement is incorporated herein by reference from Exhibit 10.09 to Form S-1/A, filed with the SEC on January 1, 1998. | |
| 99.(d)(1)(C) | VeriSign, Inc. 2001 Stock Incentive Plan, is incorporated herein by reference from Exhibit 10.08 to Form 10-K, filed with the SEC on March 31, 2003. | |
| 99.(d)(1)(D) | VeriSign, Inc. 2001 Stock Incentive Plan Form of Stock Option Agreement is incorporated herein by reference from Exhibit 4.05 to Form S-8, filed with the SEC on September 21, 2001. | |
| 99.(g) | Not applicable. | |
| 99.(h) | Not applicable. | |
| * | Previously Filed |
5
Exhibit 99.(a)(1)(J)
Monday, 20 August 2007 People Finder
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Stock Talk
Welcome to VeriSign Stock Talk. On this page, you will find updates and information you need about VeriSign’s employee equity (stock) programs. Please note that VeriSign employee cannot give stock advice to individuals. If you still have questions after reading this page, please contact the Stock Admin team at stock-admin@verisign.com or 1-650-426-7600.
Overview
VeriSign is now current in its filings with the
Securities and Exchange Commission (SEC).
VeriSign’s employee equity (stock) programs
have resumed as of July 16, 2007.
Letter from Bill Roper (pdf)
Key dates and deadlines (pdf)
E* Trade
VeriSign Securities Trading Policy (doc)
VeriSign Investor Relations Web page
Employee Stock Purchase Program (ESPP)
What is the ESPP?
Through our ESPP, employees can purchase
VeriSign stock at a discount.
If you were already enrolled: If you were
already enrolled and received the ESPP
contribution refund, you can reinvest the ESPP
contribution that was refunded to you.
ESPP Reinvestment FAQ (pdf)
ESPP Reinvestment Form U.S. (pdf)
ESPP Reinvestment Form Non-U.S.
409A
Tender Offer for Employees Holding Stock
Options Affected by Section 409A of the Tax
Code
If you have stock options that are subject to IRC
Section 409A, we have notified you by email.
These options vested, and are subject to
adverse tax consequence according to
Section 409A of the U.S. Internal Revenue
Code.
409A Tender Offer Site**
Click HERE to ask 409A questions
See the seminar for employees who hold
409A-affected options
**NOTE: You will need your Employee ID and
the password sent to you by email to access
the site: Click here to find your employee ID.
ESPP Overview
ESPP FAQs (pdf)
ESPP Enroller
Help
Restricted Stock Units and Stock Options
What are RSUs?
Restricted Stock Units (RSUs) are an award
that give the recipient the right to receive
shares or VeriSign common stock.
RSU FAQs (pdf)
RSU Intranet page
What are Stock Options?
A stock option gives you the right after vesting
to purchase shares of VeriSign stock at the
exercise price of the stock option. If the price of
VeriSign’s common stock is above the exercise
price of the stock option when it is exercised,
you will have a gain.
Stock Options overview
NOTE: If you have awards granted under the 2006
Equity Incentive Plan, your Stock Grant Agreements
are available via your E* Trade account. You must
accept the online stock option or RSU agreement
before you can begin trading your vested shares.
Help
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