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 VeriSigns 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.
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 companys 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 companys request, it had called the January 19, 2007 decision for review and has stayed any future determinations to suspend the companys 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 Nasdaqs filing requirement, until the earlier of 60 days from the date of its decision or 180 days from the Panels 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 Companys 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 Companys January 4, 2007 8-K also reported that none of the Companys 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.
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.