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This excerpt taken from the VRSN 10-Q filed May 12, 2008. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Share Repurchases On January 31, 2008, our Board of Directors authorized the 2008 Stock Repurchase Program having an aggregate purchase price of up to $600.0 million of our common stock. On February 8, 2008, we entered into an ASR agreement to repurchase $600.0 million of our common stock under the 2008 Stock Repurchase Program. We paid $600.0 million to a financial institution in exchange for an initial purchase of 15.1 million shares. The final number of shares that we may repurchase pursuant to the ASR will not be known until conclusion of the transaction, which is expected to occur no later than our third quarter of 2008, but the number of shares will not be less than the 15.1 million shares delivered to date. The price per share to be paid by us will be determined by reference to the volume weighted average price per share during the repurchase period, subject to a cap. The ASR agreement includes the option to settle the contract in cash or shares of our common stock and, accordingly, the contract is classified in Stockholders’ equity. In 2006, our Board of Directors authorized the 2006 Stock Repurchase Program with no expiration date to repurchase up to $1.0 billion of our common stock. During the three months ended March 31, 2008, we repurchased approximately 15.9 million shares of our common stock for an approximately aggregate cost of $544.7 million under the 2006 Stock Repurchase Program. As of March 31, 2008, approximately $440.0 million is available under the 2006 Stock Repurchase Program.
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Table of ContentsThis excerpt taken from the VRSN 10-Q filed Nov 5, 2007. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 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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Table of ContentsShare Repurchases On May 16, 2006, the Board of Directors of VeriSign authorized a new stock repurchase program (“2006 stock repurchase program”) to repurchase up to $1.0 billion of our common stock on the open market, or in negotiated or block trades. As of September 30, 2007, we have approximately $984.7 million available under our 2006 stock repurchase program. On August 7, 2007, the Board of Directors of VeriSign authorized the use of the net proceeds from the issuance of the convertible debentures as described in Note 10, “Junior Subordinated Convertible Debentures,” to repurchase shares of our common stock in addition to the previously approved 2006 stock repurchase program. During the three months ended September 30, 2007, we used proceeds from the issuance of the convertible debentures to repurchase 12.2 million shares of our common stock for an aggregate of approximately $350.0 million. Additionally, we entered into a $600.0 million Accelerated Share Repurchase (“ASR”) agreement and a $200.0 million Guaranteed Share Repurchase (“GSR”) agreement with two independent financial institutions. Under the terms of the ASR agreement, the actual purchase price per share of the common stock repurchased under the agreement is determined and adjusted based on a discount to the volume-weighted average price of the common stock during a period following the execution of the ASR Agreement. The exact number of shares repurchased pursuant to the accelerated share repurchase program is determined based on such adjusted price. The counterparty to the agreement may buy or sell the common stock in the secondary market to hedge its position. On August 20, 2007, 12.9 million shares of our common stock were delivered to us, and we expect to receive delivery of up to 6.6 million additional shares of our common stock no later than December 2007. Under the terms of the GSR agreement, on September 26, 2007, 6.3 million shares of our common stock were settled and delivered to us. This excerpt taken from the VRSN 10-Q filed Jul 12, 2007. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Share Repurchases ISSUER PURCHASES OF EQUITY SECURITIES
On May 16, 2006, the Board of Directors of VeriSign authorized a new stock repurchase program to repurchase up to $1 billion of VeriSign’s common stock on the open market, or in negotiated or block trades. During the nine months ended September 30, 2006, VeriSign settled its $250 million and $75 million Accelerated Share Repurchase (“ASR”) agreements. As a result of settling the respective ASR agreements, VeriSign received an additional 482,459 shares and 10,609 shares of its common stock. During the nine months ended September 30, 2006, VeriSign entered into a new $60.0 million ASR agreement to purchase approximately 2.8 million shares of its common stock at a price per share of approximately $21.75. On July 25, 2006, VeriSign settled this ASR and received an additional 7,338 shares of its common stock. This excerpt taken from the VRSN 10-Q filed May 10, 2006. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Share Repurchases ISSUER PURCHASES OF EQUITY SECURITIES
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Table of ContentsOn August 2, 2005, the Board of Directors of VeriSign authorized a new stock repurchase program to repurchase up to $500 million of the Company’s common stock in open market, negotiated or block transactions. During the three months ended March 31, 2006, VeriSign settled its Accelerated Share Repurchase (“ASR”) agreement executed in the fourth quarter of 2005. As a result of settling the ASR, VeriSign received an additional 482,459 shares of its common stock. During the three months ended March 31, 2006, VeriSign entered into a new $75.0 million ASR agreement to purchase approximately 3.2 million shares of its common stock at a price per share of approximately $23.70.
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Table of ContentsThis excerpt taken from the VRSN 10-Q filed Nov 9, 2005. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Share Repurchases
ISSUER PURCHASES OF EQUITY SECURITIES
On April 26, 2001, VeriSign announced that the Board of Directors authorized the repurchase of up to $350 million of the Company’s common stock in open market, negotiated or block transactions. This stock repurchase program was completed in the third quarter of 2005.
On August 2, 2005, the Board of Directors of VeriSign authorized a new stock repurchase program to repurchase up to $500 million of the Company’s common stock in open market, negotiated or block transactions.
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