8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

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): February 8, 2008

 

 

VERISIGN, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

(State or Other Jurisdiction of

Incorporation)

 

000-23593   94-3221585

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

487 East Middlefield Road, Mountain View, CA   94043
(Address of Principal Executive Offices)   (Zip Code)

(650) 961-7500

(Registrant’s Telephone Number, Including Area Code)

 

                                                                                                                                                                                                     

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On February 8, 2008, VeriSign entered into an accelerated share repurchase agreement (the “ASR Agreement”) to repurchase $600 million of its common shares. Pursuant to the terms of the ASR Agreement, VeriSign will pay $600 million to J.P. Morgan Securities Inc. in exchange for a number of shares, which will be determined, subject to a cap, based on market prices during the term of the ASR Agreement. J.P. Morgan Securities Inc. may buy or sell the Company’s shares in the secondary market to hedge its position.

A copy of the press release announcing the accelerated share repurchase program is attached hereto as Exhibit 99.1

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

  

Description

99.1

   Press Release by VeriSign, Inc. dated February 8, 2008, announcing $800 million share buyback.

 

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SIGNATURE

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

 

    VERISIGN, INC.
Date: February 14, 2008     By:   /s/ Richard H. Goshorn
        Richard H. Goshorn
        Senior Vice President, General Counsel and Secretary

 

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Exhibit Index

 

Exhibit No.   

Description

Exhibit 99.1    Press Release by VeriSign, Inc. dated February 8, 2008, announcing $800 million share buyback.

 

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