As filed with the Securities and Exchange Commission on October 26, 2001
Registration No. 333-71280
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Pre-Effective Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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VERISIGN, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 7371 94-3221585
(State or other (Primary standard (I.R.S. employer
jurisdiction of industrial identification no.)
incorporation or classification code
organization) number)
VeriSign, Inc.
487 East Middlefield Road
Mountain View, California 94043
(650) 961-7500
(Address and telephone number of Registrant's principal executive offices)
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Stratton D. Sclavos
President and Chief Executive Officer
VERISIGN, INC.
487 East Middlefield Road
Mountain View, California 94043
(650) 961-7500
(Name, address and telephone number of agent for service)
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Copies to:
Jeffrey R. Vetter, Esq. James M. Ash, Esq.
Douglas N. Cogen, Esq. Shari L. Wright, Esq.
Andrew J. Schultheis, Esq. BLACKWELL SANDERS PEPER MARTIN, LLP
Patricio E. Garavito, Esq. Two Pershing Square
FENWICK & WEST LLP 2300 Main Street
Two Palo Alto Square Suite 1000
Palo Alto, California 94306 Kansas City, Missouri 64108
(650) 494-0600 (816) 983-8100
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Approximate date of commencement of proposed sale to the public: Upon
consummation of the merger described herein (the "Merger").
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement number for the same offering. [_] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] __________
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CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed maximum Proposed maximum Proposed maximum Amount of
securities to be registered amount to be registered offering price per share aggregate offering price registration fee
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Common stock, $0.01 par value 33,982,073 Not applicable $1,551,117,185(1) $387,780(2)
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Common stock, $0.01 par value 27,546 Not applicable $1,390,956(3) $348
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Total........................ 34,009,619(4) Not applicable $1,552,508,141 $388,128
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(1) Estimated solely for purposes of calculating the registration fee required
by Section 6(b) of the Securities Act and calculated pursuant to Rules
457(f)(1) and 457(c) under the Securities Act, based on (a) $42.45, the
average of the high and low per share prices of Illuminet common stock on
the Nasdaq National Market on October 5, 2001, multiplied by (b)
36,539,863, the number of shares covered under the Registration Statement
filed on October 10, 2001.
(2) Previously paid.
(3) Estimated solely for purposes of calculating the registration fee required
by Section 6(b) of the Securities Act and calculated pursuant to Rules
457(f)(1) and 457(c) under the Securities Act, based on (a) $46.96, the
average of the high and low per share prices of Illuminet common stock on
the Nasdaq National Market on October 25, 2001, multiplied by (b) 29,620,
additional shares covered by Amendment No. 1 to this Registration
Statement.
(4) Based upon the maximum number of shares of the Registrant's common stock,
par value $0.001 per share, that may be issued in connection with the
Merger, calculated as the product of (a) 36,569,483, the aggregate number
of shares of common stock, par value $0.01 per share, of Illuminet
Holdings, Inc. ("Illuminet common stock") outstanding and shares of
Illuminet common stock underlying all outstanding options to purchase
common stock of Illuminet, whether or not exercised before consummation of
the Merger, based upon the number of shares and options outstanding as of
October 25, 2001 and (b) an exchange ratio of 0.93 shares of the
Registrant's common stock for each share of Illuminet common stock.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
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This amendment is being filed solely to file exhibits previously omitted. No
changes have been made to Part I of the Registration Statement. Accordingly, it
has been omitted.
PART II--INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933.
As permitted by the Delaware General Corporation Law, the Registrant's Third
Amended and Restated Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach of fiduciary duty as a director, except for liability: (i) for any
breach of the director's duty of loyalty to the Registrant or its stockholders;
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law; (iii) under section 174 of the
Delaware General Corporation Law (regarding unlawful dividends and stock
purchases); or (iv) for any transaction from which the director derived an
improper personal benefit.
As permitted by the Delaware General Corporation Law, the Registrant's
Amended and Restated Bylaws provide that: (i) the Registrant is required to
indemnify its directors and officers to the fullest extent permitted by the
Delaware General Corporation Law, subject to certain very limited exceptions;
(ii) the Registrant may indemnify its other employees and agents to the extent
that it indemnifies its officers and directors, unless otherwise required by
law, its Certificate of Incorporation, its Amended and Restated Bylaws, or
agreement; (iii) the Registrant is required to advance expenses, as incurred,
to its directors and executive officers in connection with a legal proceeding
to the fullest extent permitted by the Delaware General Corporation Law,
subject to certain very limited exceptions; and (iv) the rights conferred in
the Amended and Restated Bylaws are not exclusive.
The Registrant has entered into Indemnification Agreements with each of its
current directors and certain of its executive officers and intends to enter
into such Indemnification Agreements with each of its other executive officers
to give such directors and executive officers additional contractual assurances
regarding the scope of the indemnification set forth in the Registrant's
Certificate of Incorporation and to provide additional procedural protections.
At present, there is no pending litigation or proceeding involving a director,
officer or employee of the Registrant regarding which indemnification is
sought, nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification.
The Registrant has obtained directors' and officers' liability insurance
with an annual aggregate coverage limit of $200 million.
II-1
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) Exhibits
Incorporated by Reference
Exhibit ------------------------- Filed Previously
Number Exhibit Description Form Date Number Herewith Filed
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2.01 Agreement and Plan of Merger between VeriSign and
Illuminet dated September 23, 2001 (contained in
Annex A to the prospectus/proxy statement that is
part of this registration statement) X
3.01 Third Amended and Restated Certificate of
Incorporation of the Registrant S-1 1/29/98 3.02
3.02 Amendment to Third Amended and Restated
Certificate of Incorporation of the Registrant S-8 7/15/99 4.03
3.03 Amended and Restated Bylaws of the Registrant S-1 1/29/98 3.04
4.01 Voting Agreement dated as of March 6, 2000 among
the Registrant and the parties indicated therein 8-K 3/8/00 9.1
4.02 Registration Rights Agreement dated as of March 6,
2000 among the Registrant and the parties indicated
therein 8-K 3/8/00 99.1
4.03 Stock Option Agreement between VeriSign and
Illuminet dated September 23, 2001 (contained in
Annex B to the prospectus/proxy statement that is
part of this registration statement) X
4.04 Form of Voting Agreement dated as of September 23,
2001 among the Registrant and the parties indicated
therein (contained in Annex C to the prospectus/
proxy statement that is part of this registration
statement) X
5.01 Opinion of Fenwick & West LLP X
23.01 Consent of Deloitte & Touche LLP, independent
auditors X
23.02 Consent of Ernst & Young LLP, independent auditors X
23.03 Consent of KPMG LLP X
23.04 Consent of PricewaterhouseCoopers LLP, independent
accountants X
23.05 Consent of Robertson Stephens, Inc. X
23.06 Consent of Fenwick & West LLP (included in
exhibit 5.01) X
99.01 Form of Proxy of Illuminet Holdings, Inc. X
(B) Financial Statement Schedules
The information required to be set forth herein is incorporated by reference
to VeriSign's Annual Report on Form 10-K for the year ended December 31, 2000
filed with the Securities Exchange Commission on March 28, 2001.
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ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered hereby, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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That prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement
originally filed on October 10, 2001 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mountain View, State of
California, on the 26th day of October 2001.
VERISIGN, INC.
By: /s/ STRATTON D. SCLAVOS
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Stratton D. Sclavos,
President and Chief Executive Officer
In accordance with the requirements of the Securities Exchange Act of 1933,
this registration statement has been signed by the following persons on behalf
of the registrant and in the capacities indicated on the 26th day of October
2001.
Signature Title
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/S/ STRATTON D. SCLAVOS President, Chief Executive Officer
---------------------------- and Director
Stratton D. Sclavos
/s/ DANA L. EVAN Executive Vice President of Finance
---------------------------- and Administration and Chief
Dana L. Evan Financial Officer
* Chairman of the Board
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D. James Bidzos
* Director
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William Chenevich
* Director
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Kevin R. Compton
* Director
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David J. Cowan
* Director
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Scott G. Kriens
* Director
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Greg Reyes
* Director
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Timothy Tomlinson
*By: /s/ STRATTON D. SCLAVOS
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Stratton D. Sclavos,
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
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5.01 Opinion of Fenwick & West LLP
23.06 Consent of Fenwick & West LLP (included in Exhibit 5.01)
99.01 Form of Proxy of Illuminet Holdings, Inc.