000-23593 | 94-3221585 | |
(Commission File Number) | (IRS Employer Identification No.) |
12061 Bluemont Way, Reston, VA | 20190 | |
(Address of Principal Executive Offices) | (Zip Code) |
c | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
c | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
c | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
c | 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 |
Item 7.01. | Regulation FD Disclosure |
Item 9.01. | Financial Statements and Exhibits |
VERISIGN, INC. | ||||
Date: November 1, 2018 | By: | /s/ Thomas C. Indelicarto | ||
Thomas C. Indelicarto | ||||
Executive Vice President, General Counsel and Secretary |
FORM CD-451 U.S. DEPARTMENT OF COMMERCE (REV. 12-14) AMENDMENT TO FINANCIAL ASSISTANCE AWARD | GRANT X COOPERATIVE AGREEMENT | |||
AWARD NUMBER NCR-92-18742 | ||||
CFDA NO. AND NAME 11.- National Telecommunications and Information Administration | ||||
PROJECT TITLE | ||||
RECIPIENT NAME VeriSign, Inc. | AMENDMENT NUMBER 35 | |||
STREET ADDRESS 12061 Bluemont Way | EFFECTIVE DATE October 26, 2018 | |||
CITY, STATE ZIP Reston, Virginia 20190-5684 | EXTEND PERIOD OF PERFORMANCE TO (IF APPLICABLE) November 30, 2024 | |||
COSTS ARE REVISED AS FOLLOWS: | PREVIOUS ESTIMATED COST | ADD | DEDUCT | TOTAL ESTIMATED COST |
FEDERAL SHARE OF COST | $0.00 | $0.00 | $0.00 | $0.00 |
RECIPIENT SHARE OF COST | $0.00 | $0.00 | $0.00 | $0.00 |
TOTAL ESTIMATED COST | $0.00 | $0.00 | $0.00 | $0.00 |
REASON(S) FOR AMENDMENT The Department and Verisign have mutually agreed to certain modifications to the Cooperative Agreement as set forth in the Special Award Condition. Except as modified by this Amendment, the terms and conditions of the Cooperative Agreement, as previously amended, remain unchanged. | ||||
This Amendment Document (Form CD-451) signed by the Grants Officer constitutes an Amendment of the above- referenced Award, which may include an obligation of Federal funding. By signing this Form CD-451, the Recipient agrees to comply with the Amendment provisions checked below and attached, as well as previous provisions incorporated into the Award. If not signed and returned without modification by the Recipient within 30 days of receipt, the Grants Officer may unilaterally withdraw this Amendment offer and de-obligate any associated funds. X SPECIAL AWARD CONDITIONS LINE ITEM BUDGET OTHER(S) | ||||
SIGNATURE OF DEPARTMENT OF COMMERCE GRANTS OFFICER /s/ Scott McNichol | DATE 10/26/2018 | |||
TYPED NAME, TYPED TITLE, AND SIGNATURE OF AUTHORIZED RECIPIENT OFFICIAL /s/ D. James Bidzos D. James Bidzos, CEO | DATE 10/26/2018 |
Contact Name | Contact Type | Email | Phone |
Thomas C. Idelicarto | Administrative | tindelicarto@verisign.com |
NIST Grants Officer: | NIST Grants Specialist: | |||
Dean Iwasaki | Nuria Martinez | |||
100 Bureau Drive, MS 1650 | 100 Bureau Drive, MS 1650 | |||
Gaithersburg, MD 20899-1650 | Gaithersburg, MD 20899-1650 | |||
(301) 975-8449 | (301) 975-6215 | |||
1. | Content Neutral Operations. The parties agree that Verisign will operate the .com registry in a content neutral manner and that Verisign will participate in ICANN processes that promote the development of content neutral policies for the operation of the DNS. |
2. | Pricing Flexibility. In recognition that ccTLDs, new gTLDs, and the use of social media have created a more dynamic DNS marketplace, the parties agree that the yearly price for the registration and renewal of domain names in the .com registry may be changed in accordance with the following: |
a. | Without further approval by the Department, at any time following the Effective Date of this Amendment 35, Verisign and ICANN may agree to amend Section 7.3(d)(i) (Maximum Price) of the .com Registry Agreement to permit Verisign in each of the last four years of every six year period, beginning two years from the Effective Date of this Amendment 35 (i.e., on or after the anniversary of the Effective Date of this Amendment 35 in 2020- 2023, 2026-2029, and so on) to increase the Maximum Price charged by Verisign for each yearly registration or renewal of a .com domain name up to seven percent over the highest Maximum Price charged in the previous calendar year. |
b. | Section 2 of Amendment 32 which implemented the prior pricing restrictions is hereby deleted. |
3. | Vertical Integration. The parties hereby clarify that the restrictions on Verisign’s ownership of any ICANN-accredited registrar(s) were, and remain, intended to apply solely to the .com registry and therefore Verisign and ICANN may agree to amend the .com Registry Agreement to clarify its terms in accordance with the following: |
a. | Without further approval by the Department, at any time following the Effective Date of this Amendment 35, Verisign and ICANN may amend Section 7.1(c) (Restrictions on Acquisition of Ownership or Controlling Interest in Registrar) of the .com Registry Agreement to provide that the ownership restriction therein relates solely to the .com TLD and does not prevent Verisign from owning a registrar except as to .com. |
4. | Continued Department Oversight. The Department has determined it is appropriate to remove certain unnecessary and burdensome regulations while still maintaining sufficient oversight by retaining the Department’s approval authority for certain changes to the .com Registry Agreement in accordance with the following: |
a. | Department approval was previously required for changes to certain terms of the .com Registry Agreement defined as “Designated Terms” under Section 1.B.2.A(ii) of Amendment 19, as amended by Section 2 of Amendment 30 |
b. | The parties agree that the following terms are the sole terms in the .com Registry Agreement that require the prior written approval of the Department: |
i. | Removal of the Maximum Price restriction under Section 7.3(d)(i) (Maximum Price) of the .com Registry Agreement, which by way of clarification will continue to be subject to Section 3(a) of Amendment 32 setting forth the standard and process for removal; |
ii. | Any change to Section 7.3(d) of the .com Registry Agreement which sets forth the Maximum Price restrictions (other than as agreed as set forth in Section 2 (Pricing Flexibility) in this Amendment 35); |
iii. | Any change to Section 7.1(b) (Registry Operator Shall Not Act as Own Registrar) and 7.1(c) (Restrictions on Acquisition of Ownership or Controlling Interest in Registrar) of the .com Registry Agreement, which set forth the vertical integration restrictions on Verisign owning or acting as a registrar, respectively (other than as agreed as set forth in Section 3 of this Amendment 35); |
iv. | Any changes to the security, stability and resiliency posture of the |
v. | Any change to the conditions for renewal or termination under Sections 4.2 (Renewal), 4.3 (Failure to Perform in Good Faith) or 6.1 (Termination by ICANN) of the .com Registry Agreement; |
vi. | Any changes to the Whois Service under Sections 3.1(c)(v) (Whois Service) or Appendix 5 (Whois Specification), except as such changes are mandated by ICANN through Temporary or Consensus Policies. |
c. | The Department’s approval of any amendment to the .com Registry Agreement, or the renewal, extension, continuation or substitution of the |
d. | Upon application by Verisign for approval of such change or changes identified in Section 4(b) of this Amendment 35, the Department shall |
5. | Miscellaneous. The following provisions are intended to ensure that the parties’ intent in this Amendment 35 is reflected consistently throughout the Cooperative Agreement. |
a. | As the parties have agreed to the standard of review for any proposed changes to the .com Registry Agreement requiring the Department’s approval in Sections 4(b)(i) and 4(d) of this Amendment 35, the parties hereby delete the last sentence of Section I.B.2.A(iii) of Amendment 19, as amended by Section 2 of Amendment 30 that set forth the conflicting standard of approval being in the Department’s sole discretion. |
b. | As the parties have agreed to the timeframe for review of any proposed changes to the .com Registry Agreement in Section 4(b) of this Amendment |
c. | As the parties have identified the sole terms in the .com Registry Agreement that require the Department’s prior written approval, the parties hereby revise Section 1.B.2.A(iv) of Amendment 19, as amended by Section 2 of Amendment 30, to apply solely to those terms identified in Section 4(b) of this Amendment 35. |
d. | As the parties have addressed the renewal of the .com Registry Agreement and because the Department’s recognition of ICANN is no longer relevant, Section 1.B.9(ii) and (iii) of Amendment 19, as amended by Section 3 of Amendment 30, are hereby deleted. |
6. | Expiration Date. |
a. | Section 1.B.10 of Amendment 19, Expiration Date, as amended by Section 4 of Amendment 32 is amended as follows: |
b. | Section 2 of Amendment 34 is hereby deleted. |
7. | Antitrust Immunity. The Department’s approval of this Amendment 35 is not intended to confer federal antitrust immunity on Verisign with respect to the .com Registry Agreement. |
8. | No Other Amendment. Except as modified by this Amendment 35, the terms and conditions of this Cooperative Agreement, as previously amended, remain unchanged. |