VRSN » Topics » Item 8.01. Other Events.

This excerpt taken from the VRSN 8-K filed Sep 6, 2007.

Item 8.01. Other Events.

On August 30, 2007, J.P. Morgan Securities Inc. (the “Initial Purchaser”) exercised its over-allotment option granted by VeriSign under the terms of the Purchase Agreement between the Initial Purchaser and VeriSign, dated August 14, 2007, and purchased an additional $150,000,000 in aggregate principal amount of Debentures (the “Additional Debentures”).

VeriSign offered and sold the Additional Debentures to the Initial Purchaser in reliance on the exemption from registration provided by Section 4(2) of the Securities Act. The Initial Purchaser is initially offering the Additional Debentures to “qualified institutional buyers” pursuant to the exemption from registration provided by Rule 144A under the Securities Act. VeriSign relied on these exemptions from registration based in part on representations made by the Initial Purchaser.

The Additional Debentures and Common Stock issuable upon conversion of the Additional Debentures have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The foregoing description of the Additional Debentures is qualified in its entirety by reference to the Indenture and Registration Rights Agreement.


This excerpt taken from the VRSN 8-K filed Aug 13, 2007.

Item 8.01. Other Events.

On August 13, 2007, VeriSign issued a press release announcing that it proposes to offer $1.1 billion principal amount of junior subordinated convertible debentures. VeriSign will also grant to the initial purchaser of the debentures the right to purchase up to an additional $200 million principal amount of debentures. VeriSign intends to use the net proceeds of the offering to repurchase its common stock through an accelerated share repurchase arrangement and from institutional investors in negotiated transactions. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

VeriSign has requested an amendment to the credit facility that VeriSign entered into with a syndicate of banks and other financial institutions on June 7, 2006 with respect to the treatment of the debentures and the application of the net proceeds to repurchase common stock. If VeriSign does not obtain such amendment, VeriSign will not be able to borrow under its credit facility, and will be required to terminate the facility. VeriSign believes that it will either be able to obtain the necessary amendment or will be able to replace its credit facility with a comparable facility, although there can be no assurance that VeriSign will be able to do so or as to the terms of any such amendment or replacement facility.

This excerpt taken from the VRSN 8-K filed Mar 1, 2007.

Item 8.01. Other Events.

VeriSign, Inc. (the “Company” or “VeriSign”) today filed a Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission (“SEC”) stating that it is unable to file its Annual Report on Form 10-K for the year ended December 31, 2006 (“Form 10-K”) by the prescribed due date of March 1, 2007. As previously announced, VeriSign has determined that it must restate its historical financial statements for the years 2002-2005 and for the first quarter of 2006 to record additional non-cash, stock-based compensation expense in connection with the review of historical stock option grant practices conducted by an ad hoc group of independent directors. On January 31, 2007, the Company announced that the ad hoc group of independent directors had substantially completed its review of VeriSign’s historical stock option grants. The Company has not completed the audit of its restatement as of the date of this disclosure. The Company will not be able to file its Form 10-K until the restatement audit is completed. The Company intends to file the Form 10-K as promptly as practicable after completion of the restatement audit, but does not expect that such filing will be made by March 16, 2007, the extended deadline.

Nasdaq Proceedings

In a related matter, on January 19, 2007, the company received written notification from the staff of The Nasdaq Stock Market stating that the Nasdaq Listing Qualifications Panel granted the company’s request for continued listing on The Nasdaq Stock Market, subject to the conditions that the company file its Form 10-Q for the quarter ended June 30, 2006, Form 10-Q for the quarter ended September 30, 2006 and any required restatements, by February 12, 2007. On February 7, 2007, the Nasdaq Listing and Hearings Review Council notified the company that, at the company’s request, it had called the January 19, 2007 decision for review and has stayed any future determinations to suspend the company’s securities from trading until the review process runs its course. If the Listing Council determines it is appropriate, it may grant the company additional time to regain compliance with Nasdaq’s filing requirement, until the earlier of 60 days from the date of its decision or 180 days from the Panel’s decision. The Listing Council has not issued a decision in this matter as of the date of this disclosure.

VeriSign will continue to cooperate with the Nasdaq Listing and Hearings Review Council in this matter.

Internal Revenue Code Section 409A Disclosure Update

In a Form 8-K filed on January 4, 2007, the Company reported that certain of the Company’s Section 16 reporting persons elected to increase the exercise price of certain unexercised stock option grants that were subject Section 409A of the Internal Revenue Code (“Section 409A”). Section 409A imposes an additional tax and interest charge on deferred income of individual income taxpayers who were granted stock options that were unvested as of December 31, 2004 and have an exercise price of less than the fair market value of the stock on the date of grant (“Affected Options). This additional tax and interest charge on deferred income is avoided if the taxpayer agrees to adjust the options’ exercise price to reflect the fair market value at the time the option was granted (as such measurement date is determined for financial reporting purposes). For Section 16 reporting persons, Internal Revenue Service rules require that this adjustment in the exercise price be made on or before December 31, 2006 in order to remove the Affected Options from the scope of Section 409A.

The Company’s January 4, 2007 8-K also reported that none of the Company’s current directors holds Affected Options. The Company has determined that two current directors hold Affected Options. Neither director elected to increase the exercise price before December 31, 2006.

The Company intends to file a Form 8-K/A amending the Form 8-K filed on January 4, 2007.


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: March 1, 2007   By:  

/s/ Paul B. Hudson

    Paul B. Hudson
    Vice President, Associate General Counsel
This excerpt taken from the VRSN 8-K filed Dec 19, 2006.

Item 8.01. Other Events.

On December 15, 2006, VeriSign, Inc. (the “Company”) received a written notification from the staff of The Nasdaq Stock Market stating that the Nasdaq Listing Qualifications Panel has granted the Company’s request for continued listing on The Nasdaq Stock Market, subject to the conditions that the Company shall file its Form 10-Q for the quarter ended June 30, 2006, Form 10-Q for the quarter ended September 30, 2006 and any required restatements, by January 24, 2007.

If the Company is unable to file its quarterly reports by January 24, 2007, it intends to seek an additional extension of time from the Nasdaq Listing Qualifications Panel.

 


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: December 19, 2006   By:  

/s/ Paul B. Hudson

    Paul B. Hudson
    Vice President, Associate General Counsel
This excerpt taken from the VRSN 8-K filed Dec 5, 2006.

Item 8.01. Other Events.

As previously reported in VeriSign’s prior periodic reports filed with the Securities and Exchange Commission, VeriSign was engaged in a legal dispute with ICANN over disagreements arising under the .com Registry Agreement, effective May 2001, and .net Registry Agreement, effective May 2001, both with ICANN. In October 2005, VeriSign and ICANN conditioned the proposed settlement of their legal dispute upon the execution of the 2006 .com Registry Agreement and approval of the 2006 .com Registry Agreement by the U.S. Department of Commerce. VeriSign and ICANN have finalized a settlement of their legal dispute and, as part of the final settlement, VeriSign and ICANN intend to file dismissals of their pending litigation proceedings.


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: December 5, 2006     By:   /s/ Paul B. Hudson
       

Paul B. Hudson

Vice President, Associate General Counsel

This excerpt taken from the VRSN 8-K filed Nov 24, 2006.

ITEM 8.01 Other Events

VeriSign, Inc. (VeriSign) announced on November 21, 2006 that it has determined the need to restate its historical financial statements for the years and interim periods from 2001-2005 and for the first quarter of 2006 to record additional non-cash, stock-based compensation expense related to past stock option grants. VeriSign confirmed today that the reasons for this determination are that it has identified certain grants with incorrect measurement dates, without required documentation, or with initial grant dates and prices that were subsequently modified. Based on the findings to date, the non-cash charge to the financial statements for the periods 2001 - 2005 is not expected to exceed $250 million; however, the investigation is still on-going.

The press release issued by VeriSign on November 22, 2006 in connection with this matter is attached hereto as Exhibit 99.1

This excerpt taken from the VRSN 8-K filed Aug 9, 2006.

Item 8.01. Other events.

On August 9, 2006, VeriSign, Inc. (“VeriSign” or the “Company”) issued the press release attached hereto as Exhibit 99.1.

This excerpt taken from the VRSN 8-K filed Jun 27, 2006.

Item 8.01 Other Events.

On June 26, 2006, VeriSign, Inc. received a grand jury subpoena from the U.S. Attorney for the Northern District of California requesting documents relating to VeriSign’s stock option grants and practices. VeriSign intends to cooperate fully with the U.S. Attorney’s Office in connection with this subpoena.

VeriSign has also received an informal inquiry from the Securities and Exchange Commission requesting documents related to VeriSign’s stock option grants and practices. VeriSign is voluntarily responding to this request and intends to cooperate fully with the Securities and Exchange Commission.

Prior to receiving either of these requests, VeriSign’s Board of Directors had commenced an internal review and analysis of VeriSign’s historical stock option grants. This internal review is continuing. The Board of Directors is being assisted in its review by independent legal counsel.

The full text of VeriSign’s press release is filed as Exhibit 99.1 to this Report and is incorporated herein by reference.

This excerpt taken from the VRSN 8-K filed Jan 18, 2006.

Item 8.01. Other Events

 

On January 9, 2006, Network Solutions LLC, a Delaware limited liability company (the “Borrower”) repaid in full all amounts outstanding under the Secured Senior Promissory Note dated November 25, 2003, between VeriSign, Inc. and the Borrower. In addition, the Borrower redeemed VeriSign’s membership interests in the Borrower held by VeriSign. Total payments received by VeriSign were approximately $50.2 million. As a result of the redemption of the membership interests in the Borrower held by VeriSign, VeriSign no longer owns equity interests in any Internet domain name registrars.


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: January 18, 2006

 

By:

 

/s/ James M. Ulam


       

James M. Ulam

       

Senior Vice President,

       

General Counsel and Secretary

This excerpt taken from the VRSN 8-K filed Oct 14, 2005.

Item 8.01 Other Events.

 

On October 10, 2005, VeriSign also entered into a strategic relationship agreement with eBay that provides for collaboration on payment services and security initiatives for e-commerce. Upon closing of the Transaction, VeriSign and the Purchasers will enter into an agreement whereby VeriSign will not compete with the payment gateway business sold to the Purchasers for three years following the closing. Upon closing of the Transaction, VeriSign and the Purchasers will also enter a license agreement for certain technology to be exchanged between the parties related to the transaction and a transaction services agreement whereby VeriSign will provide transition services to the Purchasers for up to one year following the closing to assist with the transition of the payment gateway business to the Purchasers.

 

This excerpt taken from the VRSN 8-K filed Jun 10, 2005.

ITEM 8.01. OTHER EVENTS.

 

VeriSign, Inc., a Delaware corporation (“VeriSign” or the “Company”), announced today that it has been informed by its President and Chief Executive Officer, Stratton D. Sclavos, that on May 31, 2005 he adopted a pre-arranged stock trading plan to, over time, exercise VeriSign stock options that are set to expire at various dates through December 18, 2005 and sell a portion of the acquired VeriSign stock. This plan was established as part of his individual long-term strategy for asset diversification and liquidity. The stock trading plan was adopted in accordance with guidelines specified under Rule 10b5-1 of the Securities and Exchange Act of 1934 and the Company’s policies regarding securities transactions.

 

Mr. Sclavos has provided the following information regarding the terms of the plan: Beginning in August of 2005, Mr. Sclavos may sell up to 1,281,697 shares of VeriSign common stock. The plan is scheduled to terminate on December 18, 2005. The shares will be acquired solely upon exercise of outstanding stock options that are set to expire during the term of the plan. Pursuant to the terms of the plan, on each sale date, underlying shares of VeriSign stock having a value equal to approximately 25 percent of Mr. Sclavos’ net cash proceeds will be retained upon exercise and will not be sold. The transactions under the plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission.

 

Rule 10b5-1 allows corporate officers and directors to adopt written, pre-arranged stock trading plans when they do not have material, non-public information. Using these plans, insiders can gradually diversify their investment portfolios, can spread stock trades out over an extended period of time to reduce any market impact and can avoid concerns about whether they had material, non-public information when they sold their stock.


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: June 10, 2005   By:  

/s/ James M. Ulam


        James M. Ulam
        Senior Vice President,
        General Counsel and Secretary
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