As filed with the Securities and Exchange Commission on August 3, 2004

Registration No. 333-            

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

 

VERISIGN, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		94-3221585
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

VeriSign, Inc.

487 East Middlefield Road

Mountain View, California 94043

(Address of Principal Executive Offices)

 

2001 Stock Incentive Plan

 

1998 Employee Stock Purchase Plan

(Full titles of the plans)

 

Dana L. Evan

Chief Financial Officer

VeriSign, Inc.

487 East Middlefield Road

Mountain View, California 94043

(650) 961-7500

(Name, Address and Telephone Number of Agent for Service)

 

Copies to:

 

James M. Ulam, Esq.

Senior Vice President, General Counsel

VeriSign, Inc.

487 East Middlefield Road

Mountain View, California 94043

 

CALCULATION OF REGISTRATION FEE

 

Title of each Class of Securities to be Registered		Amount to be Registered			Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common stock, $0.001 par value per share		4,839,585	(1)		$17.38(3)		$84,111,987	(3)		$10,657
Common stock, $0.001 par value per share		2,419,793	(2)		$14.7730(3)		35,747,602	(3)		4,529
Total		7,259,278								$15,186

 

(1)

Represents shares automatically reserved for issuance upon exercise of options granted under the Registrant’s 2001 Stock Incentive Plan. Shares available for issuance under the 2001 Stock Incentive Plan were initially registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on September 21, 2001 (Registration No. 333-69818).

 

(2)

Represents shares automatically reserved for issuance upon the exercise of options granted under the Registrant’s 1998 Employee Stock Purchase Plan. Shares available for issuance under the 1998 Employee Stock Purchase Plan were initially registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on January 30, 1998 (Registration No. 333-45237).

 

(3)

Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act of 1933 and based upon the average of the high and low sales prices reported on the Nasdaq National Market on July 28, 2004. For the 1998 Employee Stock Purchase Plan, this amount is multiplied by 85%, which is the percentage of the price per share applicable to purchases under such plan.

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REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

 

This registration statement on Form S-8 hereby incorporates by reference the contents of the following registration statements on Form S-8 filed by the Registrant with the Securities and Exchange Commission:

 

Registration No.		Date of Filing		Plan Registered
333-45237		January 30, 1998		1998 Employee Stock Purchase Plan
333-69818		September 21, 2001		2001 Stock Incentive Plan

 

Item 8.

Exhibits.

 

Exhibit Number		Exhibit Descriptions
4.01		Registrant’s 1998 Employee Stock Purchase Plan, as amended October 22, 2003.
5.01		Opinion of Fenwick & West LLP.
23.01		Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02		Consent of KPMG LLP.
24.01		Power of Attorney (see page 4).

 

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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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on this 3^rd day of August 2004.

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Stratton D. Sclavos, Dana L. Evan, and James Ulam, and each of them acting individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection herewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

 

Signature		Title		Date
Principal Executive Officer And Director:
/s/ Stratton D. Sclavos Stratton D. Sclavos		President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)		August 3, 2004
Principal Financial and Principal Accounting Officer:
/s/ Dana L. Evan Dana L. Evan		Executive Vice President, Finance and Administration and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		August 3, 2004

 

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Additional Directors:
/s/ D. James Bidzos D. James Bidzos		Vice Chairman of the Board		August 3, 2004
/s/ William L. Chenevich William L. Chenevich		Director		August 3, 2004
/s/ Kevin R. Compton Kevin R. Compton		Director		August 3, 2004
/s/ Scott G. Kriens Scott G. Kriens		Director		August 3, 2004
/s/ Len J. Lauer Len J. Lauer		Director		August 3, 2004
/s/ Roger H. Moore Roger H. Moore		Director		August 3, 2004
/s/ Gregory L. Reyes Gregory L. Reyes		Director		August 3, 2004
/s/ William A. Roper, Jr. William A. Roper, Jr.		Director		August 3, 2004

 

EXHIBIT INDEX

 

Exhibit Number		Description
4.01		Registrant’s 1998 Employee Stock Purchase Plan, as amended October 22, 2003.
5.01		Opinion of Fenwick & West LLP.
23.01		Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02		Consent of KPMG LLP.
24.01		Power of Attorney (see page 4).