S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on April 12, 2002 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VERISIGN, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 94-3221585 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) VeriSign, Inc. 487 East Middlefield Road Mountain View, California 94043 (Address of Principal Executive Offices, including Zip Code) 2001 Stock Incentive Plan (Full title of the plan) Dana L. Evan Chief Financial Officer VeriSign, Inc. 487 East Middlefield Road Mountain View, California 94043 (650) 961-7500 (Name, Address and Telephone Number of Agent for Service) Copies to: James M. Ulam, Esq. Senior Vice President, General Counsel VeriSign, Inc. 487 East Middlefield Road Mountain View, California 94043
CALCULATION OF REGISTRATION FEE ====================================================================================================================== Amount Proposed Maximum Proposed Maximum Amount of to be Offering Price Aggregate Offering Registration Title of Securities to be Registered Registered Per Share Price Fee ---------------------------------------------------------------------------------------------------------------------- Common stock, $0.001 par value per share 4,687,162 (1) $23.64 (2) $110,804,510 (2) $10,194 ------------------------------------------ ----------------------------------------------------------------------------
(1) Represents shares automatically reserved for issuance upon exercise of options granted under the Registrant's 2001 Stock Incentive Plan. Shares available for issuance under the 2001 Stock Incentive Plan were initially registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on September 21, 2001 (Registration No. 333-69818). (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act of 1933 and based upon the average of the high and low sales prices of VeriSign Common Stock reported on the Nasdaq National Market on April 10, 2002. REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E This registration statement on Form S-8 registers 4,687,162 additional shares of common stock automatically reserved for issuance under the Registrant's 2001 Stock Incentive Plan, pursuant to the terms of that plan. This registration statement on Form S-8 hereby incorporates by reference the contents of the Registrant's registration statement on Form S-8 (Registration No. 333-69818) filed with the Securities and Exchange Commission on September 21, 2001. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on this 12th day of April 2002. VERISIGN, INC. By: /s/ Stratton D. Sclavos ----------------------------------- Stratton D. Sclavos President, Chief Executive Officer and Chairman of the Board POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Stratton D. Sclavos, Dana L. Evan, and James M. Ulam, and each of them acting individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection herewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- Principal Executive Officer And Director: /s/ Stratton D. Sclavos President, Chief Executive Officer April 12, 2002 ------------------------------- and Chairman of the Board Stratton D. Sclavos (Principal Executive Officer) Principal Financial and Principal Accounting Officer: /s/ Dana L. Evan Executive Vice President of Finance April 12, 2002 ------------------------------- and Administration and Chief Dana L. Evan Financial Officer (Principal Financial Officer and Principal Accounting Officer) Additional Directors: /s/ D. James Bidzos Vice Chairman of the Board April 12, 2002 ------------------------------- D. James Bidzos /s/ William Chenevich Director April 12, 2002 ------------------------------- William Chenevich /s/ Kevin R. Compton Director April 12, 2002 ------------------------------- Kevin R. Compton /s/ David J. Cowan Director April 12, 2002 ------------------------------- David J. Cowan
----------------------------------- Director April 12, 2002 Roger H. Moore /s/ Scott G. Kriens ----------------------------------- Director April 12, 2002 Scott G. Kriens /s/ Greg Reyes ----------------------------------- Director April 12, 2002 Greg Reyes ----------------------------------- Director April 12, 2002 Timothy Tomlinson EXHIBIT INDEX Exhibit Number Exhibit Title ------ --------------------------------------------------------- 5.01 Opinion of Fenwick & West LLP. 23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01). 23.02 Consent of KPMG LLP 24.01 Power of Attorney (see page 2).