As filed with the Securities and Exchange Commission on April 12, 2002
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
VERISIGN, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-3221585
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
VeriSign, Inc.
487 East Middlefield Road
Mountain View, California 94043
(Address of Principal Executive Offices, including Zip Code)
2001 Stock Incentive Plan
(Full title of the plan)
Dana L. Evan
Chief Financial Officer
VeriSign, Inc.
487 East Middlefield Road
Mountain View, California 94043
(650) 961-7500
(Name, Address and Telephone Number of Agent for Service)
Copies to:
James M. Ulam, Esq.
Senior Vice President, General Counsel
VeriSign, Inc.
487 East Middlefield Road
Mountain View, California 94043
CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum Amount of
to be Offering Price Aggregate Offering Registration
Title of Securities to be Registered Registered Per Share Price Fee
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Common stock, $0.001 par value per share 4,687,162 (1) $23.64 (2) $110,804,510 (2) $10,194
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(1) Represents shares automatically reserved for issuance upon exercise of
options granted under the Registrant's 2001 Stock Incentive Plan. Shares
available for issuance under the 2001 Stock Incentive Plan were initially
registered on a registration statement on Form S-8 filed with the
Securities and Exchange Commission on September 21, 2001 (Registration No.
333-69818).
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933 and
based upon the average of the high and low sales prices of VeriSign Common
Stock reported on the Nasdaq National Market on April 10, 2002.
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This registration statement on Form S-8 registers 4,687,162 additional
shares of common stock automatically reserved for issuance under the
Registrant's 2001 Stock Incentive Plan, pursuant to the terms of that plan. This
registration statement on Form S-8 hereby incorporates by reference the contents
of the Registrant's registration statement on Form S-8 (Registration No.
333-69818) filed with the Securities and Exchange Commission on September 21,
2001.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, State of California, on this 12th day
of April 2002.
VERISIGN, INC.
By: /s/ Stratton D. Sclavos
-----------------------------------
Stratton D. Sclavos
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Stratton D. Sclavos, Dana L. Evan,
and James M. Ulam, and each of them acting individually, as his or her
attorney-in-fact, each with full power of substitution, for him or her in any
and all capacities, to sign any and all amendments to this registration
statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection herewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
--------- ----- ----
Principal Executive Officer
And Director:
/s/ Stratton D. Sclavos President, Chief Executive Officer April 12, 2002
------------------------------- and Chairman of the Board
Stratton D. Sclavos (Principal Executive Officer)
Principal Financial and
Principal Accounting Officer:
/s/ Dana L. Evan Executive Vice President of Finance April 12, 2002
------------------------------- and Administration and Chief
Dana L. Evan Financial Officer (Principal Financial
Officer and Principal Accounting
Officer)
Additional Directors:
/s/ D. James Bidzos Vice Chairman of the Board April 12, 2002
-------------------------------
D. James Bidzos
/s/ William Chenevich Director April 12, 2002
-------------------------------
William Chenevich
/s/ Kevin R. Compton Director April 12, 2002
-------------------------------
Kevin R. Compton
/s/ David J. Cowan Director April 12, 2002
-------------------------------
David J. Cowan
----------------------------------- Director April 12, 2002
Roger H. Moore
/s/ Scott G. Kriens
----------------------------------- Director April 12, 2002
Scott G. Kriens
/s/ Greg Reyes
----------------------------------- Director April 12, 2002
Greg Reyes
----------------------------------- Director April 12, 2002
Timothy Tomlinson
EXHIBIT INDEX
Exhibit
Number Exhibit Title
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5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 Consent of KPMG LLP
24.01 Power of Attorney (see page 2).