UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 25, 2003

VERISIGN, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-23593	94-3221585
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

487 East Middlefield Road, Mountain View, CA	94043
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 961-7500

ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS.

On November 25, 2003, VeriSign Inc. completed the sale of its Network Solutions domain name registrar business to Pivotal Private Equity. VeriSign received approximately $100 million of consideration, consisting of $60 million in cash and a $40 million senior subordinated note that bears interest at 7% per annum for the first three years and 9% per annum thereafter and matures five years from the date of closing. The principal amount of this senior subordinated note will be reduced to the extent of Verisign’s indemnification obligations under the Purchase Agreement, if any. The principal and interest are due upon maturity. This note is subordinated to a term loan made by ABLECO Finance to the Network Solutions business in the principal amount of approximately $40 million as of the closing date. VeriSign will retain a 15% equity stake in the Network Solutions business.

The Network Solutions business provides domain name registrations, and value added services such as business e-mail, websites, hosting and other web presence services. Approximately 580 former VeriSign employees are now employed by the Network Solutions business as a result of the transaction. In connection with the sale, VeriSign assigned the lease for its facility located in Drums, Pennsylvania to the purchaser and will sublease some facilities located in Herndon, Virginia to the purchaser.

ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial statements of business acquired:

Not Applicable

(b) Pro forma financial information:

The following unaudited pro forma consolidated financial information is being filed herewith:

• Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2003.

• Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2003.

• Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2002.

• Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2003 gives effect to the sale as if it had occurred as of September 30, 2003 and removes the assets sold and liabilities assumed of the Network Solutions business of VeriSign.

The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2003, and the year ended December 31, 2002, give effect to the sale as if it had occurred at the beginning of each period presented. The unaudited pro forma condensed consolidated statements of operations were prepared based on the unaudited condensed consolidated statements of operations for the nine months ended September 30, 2003, and the audited consolidated statements of operations of VeriSign for the year ended December 31, 2002.

The unaudited pro forma condensed consolidated financial information is based on estimates and assumptions. These estimates and assumptions have been made solely for purposes of developing this pro forma information. Unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the consolidated financial position or results of operations of future periods or the results that actually would have been realized had the Network Solutions business been sold during this period. This unaudited pro forma condensed consolidated financial information is based upon the historical consolidated financial statements of VeriSign, Inc.

VERISIGN, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2003

(In thousands, except share data)

	VeriSign, Inc.			Network Solutions (1)		Adjustments			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	380,824		$	—	$	60,000	(2)	$	440,824
Short-term investments		218,014			—		—			218,014
Accounts receivable, net		99,660			—		—			99,660
Prepaid expenses and other current assets		56,121			87,455		78,557	(3)		47,223
Deferred tax assets		6,537			—		—			6,537
Total current assets		761,156			87,455		138,557			812,258
Property and equipment, net		578,692			59,840		—			518,852
Goodwill and other intangible assets, net		820,225			194,979		—			625,246
Restricted cash		18,371			—		—			18,371
Long-term investments		23,249			—		—			23,249
Other assets, net		13,235			7,959		—			5,276
Notes receivable		—			—		40,000	(2)		40,000
Total long-term assets		1,453,772			262,778		40,000			1,230,994
Total assets	$	2,214,928		$	350,233	$	178,557		$	2,043,252
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	287,028		$	—	$	4,185	(5)	$	291,213
Accrued restructuring costs		27,272			—		—			27,272
Deferred revenue		321,042			114,181		33,162	(4)		240,023
Total current liabilities		635,342			114,181		37,347			558,508
Long-term deferred revenue		185,532			140,444		45,395	(4)		90,483
Other long-term liabilities		13,732			—		—			13,732
Total long-term liabilities		199,264			140,444		45,395			104,215
Total liabilities		834,606			254,625		82,742			662,723
Stockholders’ equity:
Preferred stock — par value $.001 per share
Authorized shares: 5,000,000
Issued and outstanding shares: none		—			—		—			—
Common stock — par value $.001 per share
Authorized shares: 1,000,000,000
Issued and outstanding shares: 241,081,385 (excluding 1,690,000 shares held in treasury )		241			—		—			241
Additional paid-in capital		23,096,408			—		—			23,096,408
Unearned compensation		(3,254	)		—		—			(3,254	)
Accumulated deficit		(21,707,764	)		—		207	(6)		(21,707,557	)
Accumulated other comprehensive loss		(5,309	)		—		—			(5,309	)
Total stockholders’ equity		1,380,322			—		207			1,380,529
Total liabilities and stockholders’ equity	$	2,214,928		$	254,625	$	82,949		$	2,043,252

See accompanying notes to unaudited pro forma condensed consolidated financial information

VERISIGN, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003

(In thousands, except per share data)

	VeriSign, Inc.			Network Solutions (7)			Adjustments			Pro Forma
Revenues	$	803,180		$	180,256		$	40,508	(4)	$	663,432
Costs and expenses:
Cost of revenues		345,831			105,463			40,508	(3)		280,876
Sales and marketing		153,125			33,666			—			119,459
Research and development		40,850			—			—			40,850
General and administrative		130,156			29,160			—			100,996
Restructuring and other charges		31,416			9,687			—			21,729
Amortization and write-down of other intangible assets and goodwill		309,762			59,787			—			249,975
Total costs and expenses		1,011,140			237,763			40,508			813,885
Operating loss		(207,960	)		(57,507	)		—			(150,453	)
Other income (expense), net		(10,510	)		(283	)		—			(10,227	)
Loss before income taxes		(218,470	)		(57,790	)		—			(160,680	)
Income tax expense		(9,119	)		(54	)		—			(9,065	)
Net loss	$	(227,589	)	$	(57,844	)	$	—		$	(169,745	)
Net loss per share:
Basic and diluted	$	(0.95	)							$	(0.71	)
Shares used in per share computation:
Basic and diluted		239,167									239,167

See accompanying notes to unaudited pro forma condensed consolidated financial information

VERISIGN, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2002

(In thousands, except per share data)

	VeriSign, Inc.			Network Solutions (7)			Adjustments			Pro Forma
Revenues	$	1,221,668		$	311,169		$	88,257	(4)	$	998,756
Costs and expenses:
Cost of revenues		571,367			191,715			88,257	(3)		467,909
Sales and marketing		248,170			67,217			—			180,953
Research and development		48,353			—			—			48,353
General and administrative		172,123			51,001			—			121,122
Restructuring and other charges		88,574			27,297			—			61,277
Amortization and write-down of other intangible assets and goodwill		4,894,714			2,051,670			—			2,843,044
Total costs and expenses		6,023,301			2,388,900			88,257			3,722,658
Operating loss		(4,801,633	)		(2,077,731	)		—			(2,723,902	)
Other income (expense), net		(149,289	)		55			—			(149,344	)
Loss before income taxes		(4,950,922	)		(2,077,676	)		—			(2,873,246	)
Income tax expense		(10,375	)		(71	)		—			(10,304	)
Net loss	$	(4,961,297	)	$	(2,077,747	)	$	—		$	(2,883,550	)
Net loss per share:
Basic and diluted	$	(20.97	)							$	(12.19	)
Shares used in per share computation:
Basic and diluted		236,552									236,552

See accompanying notes to unaudited pro forma condensed consolidated financial information

VERISIGN, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

(1) Represents the removal of assets sold and liabilities assumed related to VeriSign’s sale of its Network Solutions business.

(2) Represents consideration for VeriSign’s sale of its Network Solutions domain name registrar business to Pivotal Private Equity. VeriSign received approximately $100 million of consideration, consisting of $60 million in cash and a $40 million senior subordinated note that bears interest at 7% per annum for the first three years and 9% per annum thereafter and matures five years from the date of closing. The principal amount of this senior subordinated note will be reduced to the extent of VeriSign’s indemnification obligations under the Purchase Agreement, if any. The principal and interest are due upon maturity. This note is subordinated to a term loan made by ABLECO Finance to the Network Solutions business in the principal amount of approximately $40 million as of the closing date.

(3) Represents prepaid registry fees, which were a cost of goods sold for the Network Solutions business and revenue for the VeriSign registry, which were previously eliminated in VeriSign’s consolidated financial statements.

(4) Represents VeriSign registry deferred revenue and revenue from the Network Solutions business, which was previously eliminated in VeriSign’s consolidated financial statements.

(5) Represents the accrual of transaction costs related to VeriSign’s sale of its Network Solutions business for investment banking fees and related transaction commissions.

(6) Represents the estimated gain on VeriSign’s sale of its Network Solutions business as if sold on September 30, 2003.

(7) Represents removal of results of operations of the Network Solutions business for the respective periods. Network Solutions costs were based on charges made directly to the business unit. Other general corporate charges directly attributable to Network Solutions support were allocated.

(c) Exhibits

The following exhibit is filed herewith:

2.1 Purchase Agreement, dated as of October 14, 2003, as amended

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VERISIGN, INC.
Date: December 10, 2003	By:	/s/    James M. Ulam
		James M. Ulam Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Exhibit Description	Filed Herewith
2.1	Purchase Agreement dated as of October 14, 2003, as amended	X