As filed with the Securities and Exchange Commission on January __, 2002
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
VERISIGN, INC.
(Exact name of registrant as specified in its charter)
487 East Middlefield Road
Mountain View, California 94043
(650) 961-7500
(Address of principal executive offices)
Delaware 94-3221585
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
---------------
Stratton D. Sclavos
President and Chief Executive Officer
VeriSign, Inc.
487 East Middlefield Road
Mountain View, California 94043
(650) 961-7500
(Name, address, including zip code and telephone number, including area
code of agent for service)
---------------
Copies to:
Edwin M. Martin, Jr., Esq.
Piper Marbury Rudnick & Wolfe LLP
1200 19/th/ Street, NW
Washington, DC 20036
(202) 861-3900
---------------
Approximate date of commencement of proposed sale to the public: From time to
time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]___________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]___________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
======================================================================================================
Title of Each Class of Securities To Be Registered Proposed Maximum Aggregate Amount of
Offering Price (1)(2) Registration Fee
-------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001 per share
$340,000,000 $81,260
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(1) The Registrant is registering for resale shares of its common stock to
be issued in connection with an acquisition.
(2) Estimated pursuant to Rule 457(o) solely for the purpose of calculating
the registration fee.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS
January __, 2002
_____________ SHARES
VERISIGN, INC.
COMMON STOCK
____________
This prospectus relates to the resale, from time to time, of up to
_______________ shares of our common stock by the selling shareholders, listed
on page 25. Information on the selling shareholders and the times and manner in
which they may offer and sell shares of our common stock under this prospectus
is provided under "Selling Shareholders" and "Plan of Distribution" in this
prospectus. We will not receive any of the proceeds from the sale of these
shares by the selling shareholders.
Our common stock is traded on the Nasdaq National Market under the symbol
"VRSN". On January __, 2002, the closing price of one share of our common stock
was $____.
Investing in our common stock involves a high degree of risk. You should
carefully read and consider the risk factors beginning on page 3.
____________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
TABLE OF CONTENTS
Page
----
VeriSign ................................................................. 2
Risk Factors ............................................................. 3
Forward-Looking Statements ............................................... 24
Use of Proceeds .......................................................... 25
Selling Shareholders ..................................................... 25
Plan of Distribution ..................................................... 26
Legal Matters ............................................................ 28
Experts .................................................................. 28
Where You Can Find More Information ...................................... 28
1
VERISIGN
VeriSign is a leading provider of trusted infrastructure services to
website owners, enterprises, electronic commerce service providers and
individuals. Our domain name registration, digital certificate, global registry
and payment services provide the critical web identity, authentication and
transaction infrastructure that online businesses need to establish their web
identities and to conduct secure e-commerce and communications. Our services
support businesses and consumers from the moment they first establish an
Internet presence through the entire lifecycle of e-commerce activities. Our
core authentication service offerings were established as the cornerstone of the
business in 1995 with the introduction of website digital certificates. Through
our secure online infrastructure we sell our website digital certificates to
online businesses, large enterprises, government agencies and other
organizations. We also offer VeriSign OnSite, a managed service that allows an
organization to leverage our trusted data processing infrastructure to develop
and deploy customized digital certificate services for use by employees,
customers and business partners.
We market our payment services worldwide through multiple distribution
channels, including the Internet, direct sales, telesales, value added
resellers, and systems integrators. A significant portion of our payment
services revenues to date has been generated through sales from our website, but
we intend to continue to expand our direct sales force, both in the United
States and abroad, and to continue to expand our other distribution channels.
Our registry business, now VeriSign Global Registry Service, is the
exclusive registry for second level domain names within the .com, .net and .org
top-level domains under agreements with the Internet Corporation for Assigned
Names and Numbers, or ICANN, and the Department of Commerce, or DOC. Internet
domain names are unique identities that enable businesses, other organizations
and individuals to communicate and conduct commerce on the Internet. As a
registry, VeriSign Global Registry Service maintains the master directory of all
second level domain names in the .com, .net and .org top-level domains. VeriSign
Global Registry Service owns and maintains the shared registration system that
allows all registrars, including our own, to enter new second level domain names
into the master directory and to submit modifications, transfers,
re-registrations and deletions for existing second level domain names. As of
September 30, 2001, the VeriSign Global Registry Service had over 32 million
domain names under management in its authoritative database of domain names
ending in .com, .net and .org.
Our web presence services business markets second level domain name
registration services, through our registrar, and other value-added services
that enable our customers to establish their identities on the web. As of
September 30, 2001, our registrar had approximately 14.5 million domain names
under management in the .com, .net and .org top-level domains.
We were incorporated in Delaware in April 1995. Our principal executive
offices are located at 487 East Middlefield Road, Mountain View, California
94043. Our telephone number is (650) 961-7500. VeriSign and the VeriSign logo
are registered trademarks of VeriSign, Inc. On December 12, 2001, we completed
our acquisition of Illuminet Holdings, Inc., a leading provider of advanced
nationwide signaling and intelligent network services to the communications
industry. This prospectus also contains trademarks of other companies and
organizations. Our website is located at verisign.com. Information contained in
our website is not part of this prospectus.
2
RISK FACTORS
This offering involves a high degree of risk. You should carefully
consider the risks described below and the other information in this prospectus,
including the information incorporated by reference, before deciding to invest
in our common stock. If any of the risks described below materializes, our
operating results and financial condition could be adversely affected and the
trading price of our common stock could decline. References to "we", "us" or
"our" refer to VeriSign, Inc. on a consolidated basis unless the context
suggests otherwise.
Our limited operating history and dependence on our current business structure
may result in significant fluctuations of our financial results.
We were incorporated in April 1995, and began introducing our trusted
infrastructure services in June 1995. In addition, we completed several
acquisitions in 2000 and 2001. Therefore, we have only a limited operating
history on which to base an evaluation of our consolidated business and
prospects. Our success will depend on many factors, including, but not limited
to, the following:
. the successful integration of the acquired companies;
. the rate and timing of the growth and use of Internet protocol, or
IP, networks for electronic commerce and communications;
. the timing and execution of individual contracts, particularly large
contracts;
. the extent to which digital certificates and domain names are used
for these communications or electronic commerce;
. the continued growth in the number of web sites;
. the growth in demand for our payment services;
. the continued evolution of electronic commerce as a viable means of
conducting business;
. the demand for our Internet infrastructure services, digital
certificates and web presence services;
. the competition for any of our services;
. the perceived security of electronic commerce and communications over
IP networks;
. the perceived security of our services, technology, infrastructure
and practices;
. the significant lead times before a product or service begins
generating revenues;
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. the varying rates at which telecommunications companies, telephony
resellers and Internet service providers use our services;
. the loss of customers through industry consolidation, or customer
decisions to deploy in-house technology; and
. our continued ability to maintain our current, and enter into
additional, strategic relationships.
To address these risks we must, among other things:
. successfully market our Internet infrastructure services, digital
certificates and our web presence services to new and existing
customers;
. attract, integrate, train, retain and motivate qualified personnel;
. respond to competitive developments;
. successfully introduce new Internet infrastructure services and web
presence services; and
. successfully introduce enhancements to our existing Internet
infrastructure services, digital certificates and web presence
services to address new technologies and standards and changing
market conditions.
Our business depends on the future growth of the Internet and adoption and
continued use of IP networks.
Our future success substantially depends on the continued growth in the
use of the Internet and IP networks. If the use of and interest in the Internet
and IP networks does not continue to grow, our business would be harmed. To
date, many businesses and consumers have been deterred from utilizing the
Internet and IP networks for a number of reasons, including, but not limited to:
. potentially inadequate development of network infrastructure;
. security concerns, particularly for online payments, including the
potential for merchant or user impersonation and fraud or theft of
stored data and information communicated over IP networks;
. privacy concerns, including the potential for third parties obtaining
personally identifiable information about users to disclose or sell
data without notice to or the consent of such users;
. other security concerns such as attacks on popular websites by
"hackers";
. inconsistent quality of service;
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. lack of availability of cost-effective, high-speed systems and
service;
. limited number of local access points for corporate users;
. inability to integrate business applications on IP networks;
. the need to operate with multiple and frequently incompatible
products;
. government regulation; and
. a lack of tools to simplify access to and use of IP networks.
The widespread acceptance of the Internet and IP networks will require
a broad acceptance of new methods of conducting business and exchanging
information. Organizations that already have invested substantial resources in
other methods of conducting business may be reluctant to adopt new methods.
Also, individuals with established patterns of purchasing goods and services and
effecting payments may be reluctant to change.
We may not be able to sustain our revenue growth and our near-term success
depends, in part, on the growth of the web presence services business.
We may not be able to sustain the revenue growth we have experienced in
recent periods. In addition, past revenue growth may not be indicative of future
operating results. If we do not successfully maintain our current position as a
leading provider of domain name registration services or develop or market
additional value-added web presence services and products, our business could be
harmed.
Our web presence services will account for a significant portion of our
revenue in at least the near term. Our future success will depend largely on:
. continued new domain name registrations;
. re-registration rates of our customers;
. our ability to maintain our current position as a leading registrar
of domain names;
. the successful development, introduction and market acceptance of new
web presence services that address the demands of Internet users;
. our ability to provide robust domain name registration systems; and
. our ability to provide a superior customer service infrastructure for
our web presence services.
5
Our failure to achieve or sustain market acceptance of our signaling and
intelligent network services business at desired pricing levels could impact our
ability to maintain profitability or positive cash flow.
Competition and industry consolidation could result in significant
pricing pressure and an erosion in our market share. Pricing pressure from
competition could cause large reductions in the selling price of our services.
For example, our competitors may provide customers with reduced communications
costs for Internet access or private network services, reducing the overall cost
of solutions and significantly increasing pricing pressures on us. We may not be
able to offset the effects of any price reductions by increasing the number of
our customers, generating higher revenues from enhanced services or reducing our
costs. We believe that the business of providing network connectivity and
related network services will likely see increased consolidation in the future.
Consolidation could decrease selling prices and increase competition in these
industries, which could erode our market share, revenues and operating margins.
Issues arising from implementing agreements with ICANN and the Department of
Commerce could harm our registration business.
The Department of Commerce, or DOC, has adopted a plan for a phased
transition of the DOC's responsibilities for the domain name system to the
Internet Corporation for Assigned Names and Numbers, or ICANN. We face risks
from this transition, including the following:
. ICANN could adopt or promote policies, procedures or programs that
are unfavorable to our role in the registration of domain names or
that are inconsistent with our current or future plans;
. the DOC or ICANN could terminate our agreements to be the registry or
a registrar in the .com, .net and .org top-level domains if they find
that we are in violation of our agreements with them;
. if our agreements to be the registry for the .com, .org or .net
top-level domains, or a registrar for existing and new top-level
domains are terminated, we may not be able to sustain the revenue
growth we experienced in recent periods;
. the terms of the registrar accreditation contract could change, as a
result of an ICANN-adopted policy, in a manner that is unfavorable to
us;
. the DOC's or ICANN's interpretation of provisions of our agreements
with either of them could differ from ours;
. the DOC could revoke its recognition of ICANN, as a result of which
the DOC would take the place of ICANN for purposes of the various
agreements described above, and could take actions that are harmful
to us;
6
. ICANN has approved new top-level domains and we may not be permitted
to act as a registrar with respect to some of those top-level
domains;
. the U.S. Government could refuse to transfer certain responsibilities
for domain name system administration to ICANN due to security,
stability or other reasons, resulting in fragmentation or other
instability in domain name system administration; and
. our registry business could face legal or other challenges resulting
from the activities of registrars.
Challenges to ongoing privatization of Internet administration could harm our
web presence services business.
Risks we face from challenges by third parties, including other
domestic and foreign governmental authorities, to our role in the ongoing
privatization of the Internet include:
. legal, regulatory or other challenges could be brought, including
challenges to the agreements governing our relationship with the DOC
or ICANN, or to the legal authority underlying the roles and actions
of the DOC, ICANN or us;
. Congress has held several hearings in which various issues about the
domain name system and ICANN's practices have been raised and
Congress could take action that is unfavorable to us;
. Congress has issued a Conference Report directing the General
Accounting Office to review the relationship between the DOC and
ICANN and the adequacy of security arrangements under existing DOC
cooperative agreements. An adverse report could cause Congress to
take action that is unfavorable to us or the stability of the domain
name system;
. ICANN could fail to maintain its role, potentially resulting in
instability in domain name system administration; and
. some foreign governments and governmental authorities have in the
past disagreed with, and may in the future disagree with, the
actions, policies or programs of ICANN, the U.S. Government and us
relating to the domain name system. These foreign governments or
governmental authorities may take actions or adopt policies or
programs that are harmful to our business.
7
Our quarterly operating results may fluctuate and our future revenues and
profitability are uncertain.
Our quarterly operating results have varied and may fluctuate significantly
in the future as a result of a variety of factors, many of which are outside our
control. These factors include the following:
. continued market acceptance of our trusted infrastructure services;
. the long sales and implementation cycles for, and potentially large
order sizes of, some of our Internet trust services and the timing and
execution of individual contracts;
. volume of domain name registrations through our web presence services
business and our Global Registry Service business;
. customer renewal rates for our Internet infrastructure services and web
presence services;
. competition in the web presence services business from competing
registrars and registries;
. the introduction of additional alternative Internet naming systems;
. the timing of releases of new versions of Internet browsers or other
third-party software products and networking equipment that include our
digital certificate service interface technology;
. the mix of all our offered services sold during a quarter;
. our success in marketing other Internet infrastructure services and
web presence value-added services to our existing customers and to new
customers;
. continued development of our direct and indirect distribution channels,
both in the U.S. and abroad;
. market acceptance of our Internet infrastructure services and new
service offerings or our competitors' products and services;
. a decrease in the level of spending for IT related products and services
by enterprise customers;
. our ability to expand operations;
. our success in assimilating the operations and personnel of and acquired
businesses;
. the amount and timing of expenditures related to expansion of our
operations;
8
. the seasonal fluctuations in consumer use of telecommunications network
services;
. the impact of price changes in our Internet infrastructure services and
web presence services or our competitors' products and services; and
. general economic and market conditions as well as economic and market
conditions specific to IP network and Internet industries.
In addition, we expect a significant increase in our operating expenses
as we:
. increase our sales and marketing operations and activities; and
. continue to update our systems and infrastructure.
If the increase in our expenses is not accompanied by a corresponding
increase in our revenues, our operating results will suffer, particularly as
revenues from many of our services are recognized ratably over the term of the
service, rather than immediately when the customer pays for them, unlike our
sales and marketing expenditures, which are expensed in full when incurred.
Due to all of the above factors, our quarterly revenues and operating
results are difficult to forecast. Therefore, we believe that period-to-period
comparisons of our operating results will not necessarily be meaningful, and you
should not rely upon them as an indication of future performance. Also,
operating results may fall below our expectations and the expectations of
securities analysts or investors in one or more future quarters. If this were to
occur, the market price of our common stock would likely decline.
In addition, the terrorist acts of September 11, 2001 have created an
uncertain economic environment and we cannot predict the impact of these events,
any subsequent terrorist acts or of any related military action, on our
customers or business. We believe that, in light of these events, some
businesses may curtail spending on information technology, which could also
affect our quarterly results in the future.
Our industry is highly competitive and, if we do not compete effectively, we may
suffer price reductions, reduced gross margins and loss of market share.
We anticipate that the market for services that enable trusted and secure
electronic commerce and communications over IP networks will remain intensely
competitive. We compete with larger and smaller companies that provide products
and services that are similar to some aspects of our Internet infrastructure
services. Our competitors may develop new technologies in the future that are
perceived as being more secure, effective or cost efficient than the technology
underlying our trust services. We expect that competition will increase in the
near term, and that our primary long-term competitors may not yet have entered
the market.
Increased competition could result in pricing pressures, reduced margins or
the failure of our Internet trust services to achieve or maintain market
acceptance, any of which could harm our business.
9
Several of our current and potential competitors have longer operating histories
and significantly greater financial, technical, marketing and other resources.
As a result, we may not be able to compete effectively.
We face competition from large, well-funded regional providers of SS7
network services and related products, such as regional Bell operating
companies, TSI and Southern New England Telephone, a unit of SBC Communication.
The prepaid wireless account management and unregistered user services of
National Telemanagement Corporation, a subsidiary of ours, faces competition
from Boston Communications Group, Priority Call, InterVoice-Brite and TSI. We
are also aware of major Internet service providers, software developers and
smaller entrepreneurial companies that are focusing significant resources on
developing and marketing products and services that will compete directly with
ours.
In connection with our first round of financing, RSA contributed certain
technology to us and entered into a non-competition agreement with us under
which RSA agreed that it would not compete with our certificate authority
business for a period of five years. This non-competition agreement expired in
April 2000. We believe that, because RSA, which is now a wholly-owned subsidiary
of RSA Security, has already developed expertise in the area of cryptography,
its barriers to entry would be lower than those that would be encountered by our
other potential competitors should RSA choose to enter the digital certificate
market. If RSA were to enter into the digital certificate market, our business
could be materially harmed.
Seven new top-level domain registries, .aero, .biz, .coop, .info, .museum,
.name and .pro, are expected to begin accepting domain name registrations in the
near future. Since we will not serve as a registry for these new top-level
domains, we will not receive the annual registry fee for domain name
registrations under these top-level domains. The commencement of registrations
in these new top-level domains could have the effect of reduced demand for .com
and .net domain name registrations. If the new top-level domains do reduce the
demand for domain name registrations in .com and .net, our business could be
materially harmed.
The agreements among ICANN, the DOC, us and other registrars permit
flexibility in pricing for and term of registrations. Our revenues, therefore,
could be reduced due to pricing pressures, bundled service offerings and
variable terms from our competitors. Some registrars and resellers in the .com,
.net and .org top-level domains are already charging lower prices for web
presence services in those domains. In addition, other entities are bundling,
and may in the future bundle, domain name registrations with other products or
services at reduced rates or for free.
We may face difficulties assimilating and may incur costs associated with our
acquisition of Illuminet Holdings, Inc. and any other future acquisitions.
We made several acquisitions in 2000 and 2001. We recently acquired
Illuminet Holdings, Inc., which recently completed several acquisitions of its
own. We could experience difficulty in integrating the personnel, products,
technologies or operations of these companies and these difficulties could be
compounded by the fact that Illuminet is facing similar integration issues.
Assimilating acquired businesses involves a number of other risks, including,
but not limited to:
10
. the potential disruption of our ongoing business;
. the potential impairment of relationships with our employees,
customers and strategic partners;
. unanticipated costs or the incurrence of unknown liabilities;
. the need to manage more geographically-dispersed operations, such as
our offices in Virginia, North Carolina, South Africa and Europe;
. greater than expected costs and the diversion of management's
resources from other business concerns involved in identifying,
completing and integrating acquisitions;
. the inability to retain the employees of the acquired businesses;
. adverse effects on existing customer relationships of acquired
companies;
. the difficulty of assimilating the operations and personnel of the
acquired businesses;
. the potential incompatibility of business cultures;
. any perceived adverse changes in business focus;
. entering into markets and acquiring technologies in areas in which we
have little experience;
. our inability to incorporate acquired technologies successfully into
our Internet infrastructure and network services;
. the need to incur debt, which may reduce our cash available for
operations and other uses, or issue equity securities, which may
dilute the ownership interests of our existing shareholders; and
. the inability to maintain uniform standards, controls, procedures and
policies.
If we are unable to successfully address any of these risks for future
acquisitions, our business could be harmed. Additionally, we are required under
generally accepted accounting principles to review our intangible assets for
impairment when events or changes in circumstances indicate the carrying value
may not be recoverable. For example, there is risk that we may incur additional
expenses associated with a write-off of a portion of goodwill and other
intangible assets due to changes in market conditions, as was the case when we
recorded a non-cash charge of $9.9 billion related to write downs of goodwill
for stock-based acquisitions in the second quarter of 2001.
11
Our signaling and intelligent network services business depends on the
acceptance of our SS7 network and the telecommunications market's continuing use
of SS7 technology.
Our future growth depends, in part, on the commercial success and
reliability of our SS7 network, we recently acquired through our merger with
Illuminet Holdings, Inc. Our SS7 network is a vital component of our intelligent
network services, which have been an increasing source of revenue for Illuminet.
Our signaling and intelligent network services business will suffer if our
target customers do not use our SS7 network. Our future financial performance
will also depend on the successful development, introduction and customer
acceptance of new and enhanced SS7-based products and services. We are not
certain that our target customers will choose our particular SS7 network
solution or continue to use our SS7 network. In the future, we may not be
successful in marketing our SS7 network or any new or enhanced products or
services.
Our industry markets are new and evolving, and if these markets fail to develop
or if our products are not widely accepted in these markets, our business could
suffer.
We target our Internet infrastructure services at the market for trusted
and secure electronic commerce and communications over IP networks. This is a
new and rapidly evolving market that may not continue to grow.
Accordingly, the demand for our Internet infrastructure services is very
uncertain. Even if the market for electronic commerce and communications over IP
networks grows, our Internet infrastructure services may not be widely accepted.
The factors that may affect the level of market acceptance of digital
certificates and, consequently, our Internet infrastructure services include the
following:
. market acceptance of products and services based upon authentication
technologies other than those we use;
. public perception of the security of digital certificates and IP
networks;
. the ability of the Internet infrastructure to accommodate increased
levels of usage; and
. government regulations affecting electronic commerce and
communications over IP networks.
Even if digital certificates achieve market acceptance, our Internet
infrastructure services may fail to address the market's requirements
adequately. If digital certificates do not sustain or increase their acceptance,
or if our Internet infrastructure services in particular do not achieve or
sustain market acceptance, our business would be materially harmed.
The network services industry is also characterized by rapid technological
change and frequent new product and service announcements. Significant
technological changes could make our technology obsolete. We must adapt to our
rapidly changing market by continually improving the responsiveness, reliability
and features of our network and by developing new network features, services and
12
applications to meet changing customer needs. We cannot assure you that we will
be able to adapt to these challenges or respond successfully or in a
cost-effective way to adequately meet them. Our failure to do so would adversely
affect our ability to compete and retain customers or market share. We sell our
SS7 network products and services primarily to traditional telecommunications
companies. Many emerging companies are providing convergent Internet
protocol-based network services. Our future revenues and profits, if any, could
depend upon our ability to provide products and services to these Internet
protocol-based telephony providers.
If we encounter system interruptions or security breaches, we could be exposed
to liability and our reputation and business could suffer.
We depend on the uninterrupted operation of our various domain name
registration systems, secure data centers and other computer and communication
networks. Our systems and operations are vulnerable to damage or interruption
from:
. power loss, transmission cable cuts and other telecommunications
failures;
. damage or interruption caused by fire, earthquake, and other natural
disasters;
. computer viruses or software defects; and
. physical or electronic break-ins, sabotage, intentional acts of
vandalism and other events beyond our control.
Most of our systems are located at, and most of our customer information is
stored in, our facilities in Mountain View, California and Kawasaki, Japan, both
of which are susceptible to earthquakes, and Dulles and Herndon, Virginia.
Though we have back-up power resources, our California locations are susceptible
to electric power shortages similar to those experienced recently. All of our
web presence services systems, including those used in our domain name registry
and registrar business are located at our Dulles and Herndon, Virginia
facilities. Any damage or failure that causes interruptions in any of these
facilities or our other computer and communications systems could materially
harm our business.
In addition, our ability to issue digital certificates and register domain
names depends on the efficient operation of the Internet connections from
customers to our secure data centers and our various registration systems as
well as from customers to our registrar and from our registrar and other
registrars to the shared registration system. These connections depend upon
efficient operation of web browsers, Internet service providers and Internet
backbone service providers, all of which have had periodic operational problems
or experienced outages in the past. Any of these problems or outages could
decrease customer satisfaction.
A failure in the operation of our various registration systems, our domain
name zone servers, the domain name root servers or other events could result in
deletion of one or more domain names from the Internet for a period of time. A
failure in the operation of our shared registration system could result in the
inability of one or more other registrars to register and maintain domain names
for a period of time.
13
A failure in the operation or update of the master database that we maintain
could result in deletion of one or more top-level domains from the Internet and
the discontinuation of second-level domain names in those top-level domains for
a period of time. The inability of our registrar systems, including our back
office billing and collections infrastructure, and telecommunications systems to
meet the demands of a large number of domain name registration requests and
corresponding customer e-mails and telephone calls, including speculative,
otherwise abusive and repetitive e-mail domain name registration and
modification requests, could result in substantial degradation in our customer
support service and our ability to process, bill and collect registration
requests in a timely manner.
We retain certain confidential customer information in our secure data
centers and various registration systems. It is critical to our business
strategy that our facilities and infrastructure remain secure and are perceived
by the marketplace to be secure. Our domain name registration operations also
depend on our ability to maintain our computer and telecommunications equipment
in effective working order and to reasonably protect our systems against
interruption and potentially depends on protection by other registrars in the
shared registration system. The root zone servers and top-level domain name zone
servers that we operate are critical hardware to our web presence operations.
Therefore, we may have to expend significant time and money to maintain or
increase the security of our facilities and infrastructure.
Despite our security measures, our infrastructure may be vulnerable to
physical break-ins, computer viruses, and attacks by hackers or similar
disruptive problems. It is possible that we may have to expend additional
financial and other resources to address such problems. Any physical or
electronic break-ins or other security breaches or compromises of the
information stored at our secure data centers and domain name registration
systems may jeopardize the security of information stored on our premises or in
the computer systems and networks of our customers. In such an event, we could
face significant liability and customers could be reluctant to use our Internet
infrastructure services and web presence services. Such an occurrence could also
result in adverse publicity and therefore adversely affect the market's
perception of the security of electronic commerce and communications over IP
networks as well as of the security or reliability of our services.
We rely on a continuous power supply to conduct our operations, and California's
recent energy crisis could disrupt our operations and increase our expenses.
California has experienced an energy crisis that could disrupt our
operations and increase our expenses. In the event of an acute power shortage,
that is, when power reserves for the State of California fall below 1.5%,
California has on some occasions implemented, and may in the future continue to
implement, rolling blackouts throughout the state. If blackouts interrupt our
power supply, we may be temporarily unable to operate. Any such interruption in
our ability to continue operations could delay the development of our products.
Future interruptions could damage our reputation, harm our ability to
retain existing customers and to obtain new customers, and could result in lost
revenue, any of which could substantially harm our business and results of
operations.
Furthermore, the deregulation of the energy industry instituted in 1996 by
the California government and shortages in wholesale electricity supplies have
caused power prices to increase. If
14
wholesale prices continue to increase, our operating expenses will likely
increase, as our headquarters and many of our employees are based in California.
Some of our investments in other companies resulted in losses and may result in
losses in the future.
We have equity and debt investments in a number of companies. In most
instances, these investments are in the form of equity and debt securities of
private companies for which there is no public market. These companies are
typically in the early stage of development and may be expected to incur
substantial losses. Therefore, these companies may never become publicly traded
companies. Even if they do, an active trading market for their securities may
never develop and we may never realize any return on these investments. Further,
if these companies are not successful, we could incur charges related to
write-downs or write-offs of these types of assets. Due to the recent volatility
in the stock market in general, and the market prices of securities of
technology companies in particular, in the first quarter of 2001, we determined
that the decline in value of some of our public and private equity security
investments was other than temporary and recognized a loss of $74.7 million
related to the decline in value of these investments. Due to the inherent risk
associated with some of our investments, and in light of current stock market
conditions, we may incur future losses on the sales, write-downs or write-offs
of our investments.
The inability of our customers to successfully implement our signaling and
network services with their existing systems could adversely affect our
business.
Significant technical challenges exist in our signaling and network
services business because many of our customers:
. purchase and implement SS7 network services in phases;
. deploy SS7 connectivity across a variety of telecommunication switches
and routes; and
. integrate our SS7 network with a number of legacy systems, third-party
software applications and engineering tools.
Customer implementation currently requires participation by our order
management and our engineering and operations groups, each of which has limited
resources. Some customers may also require us to develop costly customized
features or capabilities, which increase our costs and consume a
disproportionate share of our limited customer service and support resources.
Also, we typically charge one-time flat rate fees for initially connecting a
customer to our SS7 network and a monthly recurring flat rate fee after the
connection is established. If new or existing customers have difficulty
deploying our products or require significant amounts of our engineering service
support, we may experience reduced operating margins. Our customers' ability to
deploy our network services to their own customers and integrate them
successfully within their systems depends on our customers' capabilities and the
complexity involved. Difficulty in deploying those services could reduce our
operating margins due to increased customer support and could cause potential
delays in recognizing revenue until the services are implemented.
15
Our inability to introduce and implement technological changes in our industry
could harm our business.
The emerging nature of the Internet, digital certificate business, the
domain name registration business and payment services business, and their rapid
evolution, require us continually to improve the performance, features and
reliability of our Internet infrastructure services and web presence services,
particularly in response to competitive offerings. We must also introduce any
new Internet infrastructure services and web presence services, as quickly as
possible. The success of new Internet infrastructure services and web presence
services depends on several factors, including proper new service definition and
timely completion, introduction and market acceptance. We may not succeed in
developing and marketing new Internet infrastructure services and web presence
services that respond to competitive and technological developments and changing
customer needs. This could harm our business.
Capacity limits on our technology and network hardware and software may be
difficult to project and we may not be able to expand and upgrade our systems to
meet increased use.
As traffic from our telecommunication customers through our network
increases, we will need to expand and upgrade our technology and network
hardware and software. We may not be able to accurately project the rate of
increase in usage on our network. In addition, we may not be able to expand and
upgrade, in a timely manner, our systems and network hardware and software
capabilities to accommodate increased traffic on our network. If we do not
appropriately expand and upgrade our systems and network hardware and software,
we may lose customers and revenues.
We have experienced significant growth in our business and our failure to manage
this growth or any future growth could harm our business.
Our historical growth has placed, and any further growth is likely to
continue to place, a significant strain on our resources. We have grown from 26
employees at December 31, 1995 to over 2,500 employees at September 30, 2001,
not including those from our non-wholly owned subsidiaries. In addition to
internal growth, our employee base grew through acquisitions. We have also
opened additional sales offices and have significantly expanded our operations,
both in the U.S. and abroad, during this time period. To be successful, we will
need to implement additional management information systems, continue the
development of our operating, administrative, financial and accounting systems
and controls and maintain close coordination among our executive, engineering,
accounting, finance, marketing, sales and operations organizations. Any failure
to manage growth effectively could harm our business.
We depend on key personnel to manage our business effectively.
We depend on the performance of our senior management team and other key
employees. Our success will also depend on our ability to attract, integrate,
train, retain and motivate these individuals and additional highly skilled
technical and sales and marketing personnel, both in the U.S. and abroad. There
is intense competition for these personnel. In addition, our stringent hiring
practices for some of
16
our key personnel, which consist of background checks into prospective
employees' criminal and financial histories, further limit the number of
qualified persons for these positions.
We have no employment agreements with any of our key executives that
prevent them from leaving VeriSign at any time. In addition, we do not maintain
key person life insurance for any of our officers or key employees other than
our president and chief executive officer. The loss of the services of any of
our senior management team or other key employees or failure to attract,
integrate, train, retain and motivate additional key employees could harm our
business.
We rely on third parties who maintain and control root zone servers and route
Internet communications.
We currently administer and operate only two of the 13 root zone
servers. The others are administered and operated by independent operators on a
volunteer basis. Because of the importance to the functioning of the Internet of
these root zone servers, our global registry services business could be harmed
if these volunteer operators fail to maintain these servers properly or abandon
these servers, which would place additional capacity demands on the two root
zone servers we operate.
Further, our global registry services business could be harmed if any
of these volunteer operators fails to include or provide accessibility to the
data that it maintains in the root zone servers that it controls. In the event
and to the extent that ICANN is authorized to set policy with regard to an
authoritative root server system, as provided in our registry agreement with
ICANN, it is required to ensure that the authoritative root will point to the
top-level domain zone servers designated by it. If ICANN does not do this, our
business could be harmed.
Our web presence services and registry services businesses also could
be harmed if a significant number of Internet service providers decided not to
route Internet communications to or from domain names registered by us or if a
significant number of Internet service providers decided to provide routing to a
set of domain name servers that did not point to our domain name zone servers.
Our signaling and network services reliance on third party communications
infrastructure, hardware and software exposes us to a variety of risks we cannot
control.
Our signaling and network services success will depend on our network
infrastructure, including the capacity leased from telecommunications suppliers.
In particular, we rely on AT&T, WorldCom, Sprint and other telecommunications
providers for leased long-haul and local loop transmission capacity. These
companies provide the dedicated links that connect our network components to
each other and to our customers. Our business also depends upon the capacity,
reliability and security of the infrastructure owned by third parties that is
used to connect telephone calls. Specifically, we currently lease capacity from
regional partners on seven of the fourteen mated pairs of SS7 signal transfer
points that comprise our network. We have no control over the operation, quality
or maintenance of a significant portion of that infrastructure and whether or
not those third parties will upgrade or improve their equipment. We depend on
these companies to maintain the operational integrity of our connections. If one
or more of these companies is unable or unwilling to supply or expand its levels
of service to us in the future, our operations could be severely interrupted. In
addition, rapid changes in the telecommunications industry have led to the
merging of many companies. These mergers may cause the
17
availability, pricing and quality of the services we use to vary and could cause
the length of time it takes to deliver the services that we use to increase
significantly. We rely on links, equipment and software provided to us from our
vendors, the most important of which are gateway equipment and software from
Tekelec and Agilent Technologies, Inc. We cannot assure you that we will be able
to continue to purchase equipment from these vendors on acceptable terms, if at
all. If we are unable to maintain current purchasing terms or ensure product
availability with these vendors, we may lose customers and experience an
increase in costs in seeking alternative suppliers of products and services.
We must establish and maintain strategic and other relationships.
One of our significant business strategies has been to enter into
strategic or other similar collaborative relationships in order to reach a
larger customer base than we could reach through our direct sales and marketing
efforts. We may need to enter into additional relationships to execute our
business plan. We may not be able to enter into additional, or maintain our
existing, strategic relationships on commercially reasonable terms. If we fail
to enter into additional relationships, we would have to devote substantially
more resources to the distribution, sale and marketing of our Internet
infrastructure services, telecommunications-related services and web presence
services than we would otherwise.
Our success in obtaining results from these relationships will depend
both on the ultimate success of the other parties to these relationships,
particularly in the use and promotion of IP networks for trusted and secure
electronic commerce and communications, and on the ability of these parties to
market our Internet infrastructure services successfully.
Furthermore, our ability to achieve future growth will also depend on
our ability to continue to establish direct seller channels and to develop
multiple distribution channels, particularly with respect to our web presence
services business. To do this we must maintain relationships with Internet
access providers and other third parties. Failure of one or more of our
strategic relationships to result in the development and maintenance of a market
for our Internet infrastructure services or web presence services could harm our
business. Many of our existing relationships do not, and any future
relationships may not, afford us any exclusive marketing or distribution rights.
In addition, the other parties may not view their relationships with us as
significant for their own businesses. Therefore, they could reduce their
commitment to us at any time in the future. These parties could also pursue
alternative technologies or develop alternative products and services either on
their own or in collaboration with others, including our competitors. If we are
unable to maintain our relationships or to enter into additional relationships,
this could harm our business.
Some of our Internet trust services have lengthy sales and implementation
cycles.
We market many of our Internet infrastructure services directly to
large companies and government agencies. The sale and implementation of our
services to these entities typically involves a lengthy education process and a
significant technical evaluation and commitment of capital and other resources.
This process is also subject to the risk of delays associated with customers'
internal budgeting and other procedures for approving large capital
expenditures, deploying new technologies within their networks and testing and
accepting new technologies that affect key operations. As a result, the sales
and implementation cycles associated with certain of our Internet trust services
can be lengthy,
18
potentially lasting from three to six months. Our quarterly and annual operating
results could be materially harmed if orders forecasted for a specific customer
for a particular quarter are not realized.
Undetected or unknown defects in our services could harm our business and future
operating results.
Services as complex as those we offer or develop frequently contain
undetected defects or errors. Despite testing, defects or errors may occur in
our existing or new services, which could result in loss of or delay in
revenues, loss of market share, failure to achieve market acceptance, diversion
of development resources, injury to our reputation, tort or warranty claims,
increased insurance costs or increased service and warranty costs, any of which
could harm our business. Furthermore, we often provide implementation,
customization, consulting and other technical services in connection with the
implementation and ongoing maintenance of our services, which typically involves
working with sophisticated software, computing and communications systems. Our
failure or inability to meet customer expectations in a timely manner could also
result in loss of or delay in revenues, loss of market share, failure to achieve
market acceptance, injury to our reputation and increased costs.
Our Internet infrastructure services rely on public key cryptography technology
which may compromise our system's security.
Our Internet infrastructure services depend on public key cryptography
technology. With public key cryptography technology, a user is given a public
key and a private key, both of which are required to perform encryption and
decryption operations. The security afforded by this technology depends on the
integrity of a user's private key and that it is not lost, stolen or otherwise
compromised. The integrity of private keys also depends in part on the
application of specific mathematical principles known as "factoring." This
integrity is predicated on the assumption that the factoring of large numbers
into their prime number components is difficult. Should an easy factoring method
be developed, the security of encryption products utilizing public key
cryptography technology would be reduced or eliminated. Furthermore, any
significant advance in techniques for attacking cryptographic systems could also
render some or all of our existing Internet trust services obsolete or
unmarketable. If improved techniques for attacking cryptographic systems were
ever developed, we would likely have to reissue digital certificates to some or
all of our customers, which could damage our reputation and brand or otherwise
harm our business. In the past there have been public announcements of the
successful attack upon cryptographic keys of certain kinds and lengths and of
the potential misappropriation of private keys and other activation data. This
type of publicity could also hurt the public perception as to the safety of the
public key cryptography technology included in our digital certificates. This
negative public perception could harm our business.
The expansion of our international operations subjects our business to
additional economic risks which could have an adverse impact on our revenue and
business.
Revenues from international subsidiaries and affiliates accounted for
approximately 15% of our revenues in the third quarter of 2001 and approximately
13% of our revenues in the first nine months of 2001. We intend to expand our
international operations and international sales and marketing activities. For
example, with our acquisition of THAWTE we have additional operations in South
Africa and with our acquisition of Network Solutions, we have additional
operations in Asia and Europe. Expansion
19
into these markets has required and will continue to require significant
management attention and resources. We may also need to tailor our Internet
infrastructure trust services and web presence services for a particular market
and to enter into international distribution and operating relationships. We
have limited experience in localizing our services and in developing
international distribution or operating relationships. We may not succeed in
expanding our services into international markets. Failure to do so could harm
our business. In addition, there are risks inherent in doing business on an
international basis, including, among others:
. competition with foreign companies or other domestic companies entering
the foreign markets in which we operate;
. regulatory requirements;
. legal uncertainty regarding liability and compliance with foreign laws;
. export and import restrictions on cryptographic technology and products
incorporating that technology;
. tariffs and other trade barriers and restrictions;
. difficulties in staffing and managing foreign operations;
. longer sales and payment cycles;
. problems in collecting accounts receivable;
. currency fluctuations, as all of our international revenues from
VeriSign Japan, K.K. and THAWTE (South Africa) are not denominated in
U.S. dollars;
. difficulty of authenticating customer information;
. political instability;
. failure of foreign laws to protect our U.S. proprietary rights
adequately;
. more stringent privacy policies in foreign countries;
. additional vulnerability from terrorist groups targeting American
interests abroad;
. seasonal reductions in business activity; and
. potentially adverse tax consequences.
20
We have licensed to our affiliates the VeriSign Processing Center platform,
which is designed to replicate our own secure data centers and allows the
affiliate to offer back-end processing of Internet infrastructure services. The
VeriSign Processing Center platform provides an affiliate with the knowledge and
technology to offer Internet infrastructure services similar to those offered by
us. It is critical to our business strategy that the facilities and
infrastructure used in issuing and marketing digital certificates remain secure
and we are perceived by the marketplace to be secure. Although we provide the
affiliate with training in security and trust practices, network management and
customer service and support, these practices are performed by the affiliate and
are outside of our control.
Any failure of an affiliate to maintain the privacy of confidential
customer information could result in negative publicity and therefore adversely
affect the market's perception of the security of our services as well as the
security of electronic commerce and communication over IP networks generally.
Our Internet infrastructure services and our signaling and network services
customers could be affected by government regulation.
Exports of software products utilizing encryption technology are generally
restricted by the United States and various non-United States governments.
Although we have obtained approval to export our Global Server digital
certificate service, and none of our other Internet infrastructure services are
currently subject to export controls under United States law, the list of
products and countries for which export approval is required could be revised in
the future to include more digital certificate products and related services. It
is possible that the terrorist acts of September 11, 2001 will increase the
scrutiny of, and further government restrictions on, exportation of software
products utilizing encryption technology. If we do not obtain required
approvals, we may not be able to sell specific Internet infrastructure services
in international markets. There are currently no federal laws or regulations
that specifically control certificate authorities, but a limited number of
states have enacted legislation or regulations with respect to certificate
authorities. If our market for digital certificates grows, the United States
federal or state or non-United States governments may choose to enact further
regulations governing certificate authorities or other providers of digital
certificate products and related services. These regulations or the costs of
complying with these regulations could harm our business.
In addition, one service provided by Illuminet's NTC subsidiary is
currently subject to Federal Communications Commission regulation, and the
business of its customers is subject to regulation that indirectly affects its
business. The U.S. telecommunications industry has been subject to continuing
deregulation since 1984, when AT&T was required to divest ownership of the Bell
telephone system. We cannot predict when, or upon what terms and conditions,
further regulation or deregulation might occur or the effect of regulation or
deregulation on our business. Several services that we offer may be indirectly
affected by regulations imposed upon potential users of those services, which
may increase our costs of operations. In addition, future services we may
provide could be subject to direct regulation.
We rely on our intellectual property, and any failure by us to protect, or any
misappropriation of, our intellectual property could harm our business.
Our success depends on our internally developed technologies and other
intellectual property. Despite our precautions, it may be possible for a third
party to copy or otherwise obtain and use our
21
trade secrets or other forms of our intellectual property without authorization.
In addition, it is possible that others may independently develop substantially
equivalent intellectual property. If we do not effectively protect our
intellectual property, our business could suffer. In the future, we may have to
resort to litigation to enforce our intellectual property rights, to protect our
trade secrets or to determine the validity and scope of the proprietary rights
of others. This type of litigation, regardless of its outcome, could result in
substantial costs and diversion of management and technical resources.
We also license third-party technology, such as public key cryptography
technology licensed from RSA and other technology that is used in our products,
to perform key functions. These third-party technology licenses may not continue
to be available to us on commercially reasonable terms or at all. Our business
could suffer if we lost the rights to use these technologies. A third party
could claim that the licensed software infringes a patent or other proprietary
right. Litigation between the licensor and a third party or between us and a
third party could lead to royalty obligations for which we are not indemnified
or for which indemnification is insufficient, or we may not be able to obtain
any additional license on commercially reasonable terms or at all. The loss of,
or our inability to obtain or maintain, any of these technology licenses could
delay the introduction of our Internet infrastructure services until equivalent
technology, if available, is identified, licensed and integrated. This could
harm our business.
Our services employ technology that may infringe the proprietary rights of
others, and we may be liable for significant damages as a result.
Infringement or other claims could be made against us in the future. Any
claims, with or without merit, could be time-consuming, result in costly
litigation and diversion of technical and management personnel, cause delays or
require us to develop non-infringing technology or enter into royalty or
licensing agreements. Royalty or licensing agreements, if required, may not be
available on acceptable terms or at all. If a successful claim of infringement
were made against us and it could not develop non-infringing technology or
license the infringed or similar technology on a timely and cost-effective
basis, our business could be harmed.
In addition, legal standards relating to the validity, enforceability, and
scope of protection of intellectual property rights in Internet-related
businesses are uncertain and still evolving. Because of the growth of the
Internet and Internet-related businesses, patent applications are continuously
and simultaneously being filed in connection with Internet-related technology.
There are a significant number of U.S. and foreign patents and patent
applications in our areas of interest, and we believe that there has been, and
is likely to continue to be, significant litigation in the industry regarding
patent and other intellectual property rights. For example, we recently had a
complaint filed against us alleging patent infringement.
We have anti-takeover protections that may delay or prevent a change in control
that could benefit our stockholders.
Our amended and restated certificate of incorporation and bylaws, contain
provisions that could make it more difficult for a third party to acquire us
without the consent of our board of directors. These provisions include:
. our stockholders may take action only at a meeting and not by written
consent;
22
. our board must be given advance notice regarding stockholder-sponsored
proposals for consideration at annual meetings and for stockholder
nominations for the election of directors;
. we have a classified board of directors, with the board being divided
into three classes that serve staggered three-year terms;
. vacancies on our board may be filled until the next annual meeting of
stockholders only by majority vote of the directors then in office;
and
. special meetings of our stockholders may be called only by the
chairman of the board, the president or the board, not by our
stockholders.
While we believe these provisions provide for an opportunity to receive a
higher bid by requiring potential acquirors to negotiate with our board of
directors, these provisions may apply even if the offer may be considered
beneficial by some stockholders.
23
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that are and will be
incorporated by reference into this prospectus, contains forward-looking
statements within the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995 with respect to our plans, expectations, estimates
and beliefs. Words such as "anticipates," "expects," "intends," "plans,"
"believes," "seeks," "estimates" and similar expressions identify
forward-looking statements. These forward-looking statements are not guarantees
of future performance and are subject to risks and uncertainties that could
cause actual results to differ materially from the results contemplated by the
forward-looking statements. The important factors that could cause our results
to differ include those discussed under the section entitled "Risk Factors", as
well as the section entitled "Factors That May Affect Future Results of
Operations" in item 2 of our Form 10-Q for the quarterly period ended September
30, 2001 and similar sections in the other documents incorporated into this
prospectus by reference. We encourage you to read these sections carefully. We
may not update information in this prospectus or incorporated by reference into
this prospectus if any forward-looking statement later turns out to be
inaccurate.
24
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of our
common stock by the selling shareholders.
SELLING SHAREHOLDERS
Each of the selling shareholders was a shareholder of LiveWire
Corporation, parent company of H.O. Systems, Inc. ("LiveWire"). On January __,
2002, ___________________________ our wholly owned subsidiary ("Merger Sub"),
merged with and into LiveWire under the terms of an Agreement and Plan of Merger
dated December 22, 2001 (the "Merger"). In connection with the Merger, shares of
capital stock of LiveWire owned by the selling shareholders were converted, into
shares of our common stock, and LiveWire became our wholly owned subsidiary. The
selling shareholders received, in the aggregate, _____________ shares of common
stock in the Merger, all of which may be offered for resale from time to time by
the selling shareholders pursuant to the registration statement of which this
prospectus is a part.
The table below sets forth the beneficial ownership of our common stock
by the selling shareholders as of January __, 2002. As of January __, 2002,
_________________ shares of our common stock were outstanding. In compliance
with the SEC rules, for purposes of calculating the percentage of common stock
outstanding, any securities not outstanding which are subject to options,
warrants or conversion privileges are deemed outstanding for the purposes of
computing the percentage of outstanding securities owned by the selling
shareholders. Beneficial ownership includes shares of outstanding common stock
and shares of common stock that a person has the right to acquire within 60 days
from January __, 2002. Unless otherwise indicated, the selling shareholders have
the sole power to direct the voting and investment over the shares owned by
them.
The number of shares that may be actually sold by any selling
shareholder will be determined by the selling shareholder. Because the selling
shareholders may sell all, some or none of the shares of common stock which they
hold, no estimate can be given as to the number of shares of common stock that
will be held by the selling shareholders upon termination of the offering.
Total Common
Stock Owned Number of Shares of
Before the Common Stock to be Common Stock Owned After
Name Offering /(1)/ Offered Offering /(1)/
------------------------------------------- ------------------- ---------------------- -------------------------------
Number Percent
------ -------
TOTAL
-------------------------------------------------------------------------------------------------------------------------------
-----------------------
25
PLAN OF DISTRIBUTION
We are registering for resale the shares on behalf of the selling
shareholders. The selling shareholders, as used in this prospectus, includes
donees, pledgees, transferees or other successors in interest who may receive
shares from the selling shareholders after the date of this prospectus. The
selling shareholders may offer their shares of our common stock at various times
in one or more of the following transactions:
. in ordinary broker's transactions on Nasdaq or any national securities
exchange or quotation service on which our common stock may be listed
or quoted at the time of sale;
. in the over-the-counter market;
. in private transactions other than in the over-the-counter market;
. in connection with short sales of other shares of our common stock in
which shares are redelivered to close out positioning;
. by pledge to secure debts and other obligations;
. in connection with the writing of non-traded and exchange-traded call
options, in put options, in hedge transactions and in settlement of
other transactions in standardized or over-the-counter options; or
. in a combination of any of the above transactions.
The selling shareholders may sell their shares at market prices prevailing
at the time of sale, at prices related to the prevailing market prices, at
negotiated prices or at fixed prices. The selling shareholders may sell the
shares described in this prospectus directly to purchasers or to or through
broker-dealers, which may act as agents or principals. If the selling
shareholders use broker-dealers to sell their shares, broker-dealers will either
receive discounts or commissions from the selling shareholders, or they will
receive commissions from purchasers of shares for whom they acted as agents. The
selling shareholders may also transfer, devise or gift these shares by other
means not described in this prospectus.
The selling shareholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act. The
shareholders must meet the criteria and conform to the requirements of that
rule. The selling shareholders and the broker-dealers to or through whom sale of
the shares may be made could be deemed to be underwriters within the meaning of
the Securities Act, and their commissions or discounts and other compensation
received in connection with the sale of the shares may be regarded as
underwriters' compensation, if the SEC determines that they purchased the shares
in order to resell them to the public.
The selling shareholders have not advised us of any specific plans for the
distribution of the shares covered by this prospectus. When and if we are
notified by the selling shareholders that any material arrangement has been
entered into with a broker-dealer or underwriter for the sale of a material
portion of the shares covered by this prospectus, we will file a prospectus
supplement or post-effective amendment to the registration statement with the
SEC. This supplement or amendment will include the following information:
. the name of the participating broker-dealer(s) or underwriters;
. the number of shares involved;
26
. the price or prices at which the shares were sold by the selling
shareholder;
. the commissions paid or discounts or concessions allowed by the
selling shareholders to the broker-dealers or underwriters; and
. other material information.
The selling shareholders shall have sole and absolute discretion not to
accept any purchase, offer or make any sale if they deem the purchase price to
be unsatisfactory at any particular time.
The selling shareholders and any agent, broker or dealer that participates
in sales of common stock offered by this prospectus may be deemed "underwriters"
under the Securities Act of 1933 and any commissions or other consideration
received by any agent, broker or dealer may be considered underwriting discounts
or commissions under the Securities Act. Selling shareholders may agree to
indemnify any agent, broker or dealer that participates in sales of common stock
against liabilities arising under the Securities Act from sales of common stock.
Because selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling shareholders will be
subject to the prospectus delivery requirements of the Securities Act. We have
advised the selling shareholders that the anti-manipulation rules promulgated
under the Securities Exchange Act, including Regulation M, may apply to sales of
the shares offered by the selling shareholders. We have agreed to pay all costs
relating to the registration of the shares. Any commissions or other fees
payable to broker-dealers in connection with any sale of the shares will be paid
by the selling shareholders or other party selling the shares.
27
LEGAL MATTERS
The validity of the shares of common stock offered was passed upon for us
by Piper Marbury Rudnick & Wolfe LLP.
EXPERTS
The consolidated financial statements of VeriSign, Inc. and subsidiaries
appearing in our annual report on Form 10-K as of December 31, 2000 and 1999,
and for each of the years in the three-year period ended December 31, 2000, have
been incorporated by reference herein in reliance upon the report of KPMG LLP,
independent certified public accountants and are incorporated by reference
herein and upon the authority of said firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
VeriSign is subject to the informational requirements of the Securities
Exchange Act of 1934. We file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference room at the SEC's principal
office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You
may obtain information on the operation of this public reference room by calling
1-800-SEC-0330. Our SEC filings are also available to the public from the SEC's
web site at http://www.sec.gov. In addition, any of our SEC filings may also be
inspected and copied at the offices of The Nasdaq Stock Market, Inc., 9801
Washingtonian Blvd., Gaithersburg, MD 20878.
We have filed with the SEC a registration statement on Form S-3 covering
the securities offered by this prospectus. You should be aware that this
prospectus does not contain all of the information contained or incorporated by
reference in that registration statement and its exhibits and schedules,
particular portions of which have been omitted as permitted by the SEC rules.
For further information about VeriSign and our securities, we refer you to the
registration statement and its exhibits and schedules. You may inspect and
obtain the registration statement, including exhibits, schedules, reports and
other information filed by VeriSign with the SEC, as described in the preceding
paragraph. Statements contained in this prospectus concerning the contents of
any document we refer you to are not necessarily complete and in each instance
we refer you to the applicable document filed with the SEC for more complete
information.
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
to those documents. The information incorporated by reference is considered to
be part of this prospectus, and the information that we file at a later date
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below as well as any future
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 prior to the termination of the offering:
. Our annual report on Form 10-K for the fiscal year ended December 31,
2000;
. Our quarterly report on Form 10-Q for the fiscal quarter ended March
31, 2001;
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. Our quarterly report on Form 10-Q for the fiscal quarter ended June
30, 2001;
. Our quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 2001;
. Our current reports on Form 8-K filed June 1, September 27 and
December 27, 2001; and
. the description of our common stock which is contained in our
registration statement on Form 8-A filed under the Securities Exchange
Act on January 6, 1998, including any amendment or reports filed for
the purpose of updating this description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: VeriSign, Inc., 487 East Middlefield
Road, Mountain View, California 94043, Attention: Investor Relations, (650)
961-7500.
You should rely only upon information contained in this prospectus. We have
not authorized anyone to provide you with information or to represent anything
to you not contained in this prospectus. We are offering to sell, and seeking
offers to buy, our securities only in jurisdictions where offers and sales are
permitted.
29
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses payable by us in
connection with the sale and distribution of the securities offered in this
offering. All of the amounts shown are estimated except the Securities and
Exchange Commission registration fee.
Securities and Exchange Commission
registration fee $ 81,260
Printing expenses 10,000
Legal fees and expenses 5,000
Accounting fees and expenses 8,000
Miscellaneous expenses 5,000
--------
Total $109,260
--------
15. Indemnification of Officers and Directors
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933.
As permitted by the Delaware General Corporation Law, the Registrant's
Third Amended and Restated Certificate of Incorporation includes a provision
that eliminates the personal liability of its directors for monetary damages for
breach of fiduciary duty as a director, except for liability: (i) for any breach
of the director's duty of loyalty to the Registrant or its stockholders; (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law; (iii) under section 174 of the Delaware General
Corporation Law (regarding unlawful dividends and stock purchases); or (iv) for
any transaction from which the director derived an improper personal benefit.
As permitted by the Delaware General Corporation Law, the Registrant's
Amended and Restated Bylaws provide that: (i) the Registrant is required to
indemnify its directors and officers to the fullest extent permitted by the
Delaware General Corporation Law, subject to certain very limited exceptions;
(ii) the Registrant may indemnify its other employees and agents to the extent
that it indemnifies its officers and directors, unless otherwise required by
law, its Certificate of Incorporation, its Amended and Restated Bylaws, or
agreement; (iii) the Registrant is required to advance expenses, as incurred, to
its directors and executive officers in connection with a legal proceeding to
the fullest extent permitted
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by the Delaware General Corporation Law, subject to certain very limited
exceptions; and (iv) the rights conferred in the Amended and Restated Bylaws are
not exclusive.
The Registrant has entered into Indemnification Agreements with each of its
current directors and certain of its executive officers and intends to enter
into such Indemnification Agreements with each of its other executive officers
to give such directors and executive officers additional contractual assurances
regarding the scope of the indemnification set forth in the Registrant's
Certificate of Incorporation and to provide additional procedural protections.
At present, there is no pending litigation or proceeding involving a director,
officer or employee of the Registrant regarding which indemnification is sought,
nor is the Registrant aware of any threatened litigation that may result in
claims for indemnification.
The Registrant has obtained directors' and officers' liability
insurance with a per claim and annual aggregate coverage limit of $25 million.
16. Exhibits
The following exhibits are filed or incorporated by reference, as stated below:
Exhibit No. Description
5.1* Opinion of Piper Marbury Rudnick & Wolfe LLP regarding legality.
23.1 Consent of KPMG LLP
23.2 Consent of Piper Marbury Rudnick & Wolfe LLP (included in
Exhibit 5.1).
24.1 Powers of Attorney (included in signature page).
--------
* To be filed by amendment.
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17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in the registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions or otherwise, the
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registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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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-3 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 January 4,
2002.
VERISIGN, INC.
By: /s/ Stratton D. Sclavos
-------------------
Stratton D. Sclavos
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
constitutes and appoints Stratton D. Sclavos, Dana L. Evan and James M. Ulam and
each of them acting alone, his or her true and lawful attorney-in-fact and
agent, each with full power of substitution, for him or her and in his or her
name, place and stead in any and all capacities to execute in the name of each
such person who is then an officer or director of the registrant any and all
amendments (including post-effective amendments) to this registration statement
and to file the same therewith with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing required or necessary could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
In accordance with the requirements of the Securities Exchange Act of 1933,
this registration statement has been signed by the following persons on behalf
of the registrant and in the capacities listed on the dates indicated.
Name Title Date
---- ----- ----
President, Chief January 4, 2002
/s/ Stratton D. Sclavos Executive Officer and
----------------------- Director (Principal
Stratton D. Sclavos Executive Officer)
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/s/ Dana L. Evan Executive Vice President of January 4, 2002
--------------------------- of Finance and
Dana L. Evan Administration and Chief
Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ James Bidzos Chairman of the Board January 4, 2002
---------------------------
James Bidzos
/s/ William Chenevich Director January 4, 2002
---------------------------
William Chenevich
/s/ Kevin R. Compton Director January 4, 2002
---------------------------
Kevin R. Compton
/s/ Scott G. Kriens Director January 4, 2002
---------------------------
Scott G. Kriens
/s/ Greg Reyes Director January 4, 2002
---------------------------
Greg Reyes
/s/ Timothy Tomlinson Director January 4, 2002
---------------------------
Timothy Tomlinson
/s/ David Cowan Director January 4, 2002
---------------------------
David Cowan
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