VRSN » Topics » Unregistered Sales of Equity Securities

This excerpt taken from the VRSN 10-Q filed Nov 5, 2007.

Unregistered Sales of Equity Securities

In August 2007, the Registrant issued $1.25 billion aggregate principal amount of 3.25% Junior Subordinated Convertible Debentures due 2037 to J.P. Morgan Securities, Inc. and paid $25.0 million in underwriting fees and commissions. The offer and sale of these securities were effected without registration in reliance on the exemption afforded by Section 4(2) of the Securities Act promulgated thereunder.

On July 16, 2007, August 1, 2007 and August 24, 2007, the Registrant issued an aggregate of 40,595 shares of common stock to certain directors and executive officers of the Registrant in connection with the vesting of certain restricted stock units issued in 2006 under the Registrant’s 2006 Equity Incentive Plan. The offer and sale of these securities were effected without registration in reliance on the exemption afforded by Regulation D and/or Section 4(2) of the Securities Act promulgated thereunder.

 

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

Item 3.02. Unregistered Sales of Equity Securities.

The disclosures in Item 3.02 of the Form 8-K are qualified in their entirety by reference to the Indenture and Registration Rights Agreement.

This excerpt taken from the VRSN 10-Q filed Aug 9, 2005.

Unregistered Sales of Equity Securities

 

On April 6, 2005, we issued an aggregate of 9,083,074 shares of our common stock in connection with the acquisition of LightSurf Technologies, Inc. The offer and sale of these securities were effected without registration in reliance on the exemption afforded by Section 3(a)(10) of the Securities Act of 1933, as amended. The issuance was approved, after a hearing upon the fairness of the terms and conditions of the transaction, by the California Department of Corporations under authority to grant such approval as expressly authorized by the laws of the State of California.

 

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This excerpt taken from the VRSN 8-K filed Jun 1, 2005.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

 

On April 6, 2005, VeriSign, Inc., a Delaware corporation (the “Company”) issued 9,083,074 shares of its common stock for all of the outstanding capital stock of LightSurf Technologies, Inc. (“LightSurf”), in connection with the acquisition of LightSurf that was announced on January 10, 2005. Additionally, options and warrants to purchase shares of LightSurf capital stock were assumed by the Company, and represented options and warrants to purchase 1,549,150 shares of the Company’s common stock as of the closing date. The securities were issued in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to the exemption provided under Section 3(a)(10) thereof.


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: May 31, 2005

 

By:

 

/s/ James M. Ulam


       

James M. Ulam

       

Senior Vice President,
General Counsel and Secretary

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