UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 2008
VERISIGN, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
| (State or Other Jurisdiction of Incorporation) |
| 000-23593 | 94-3221585 | |
| (Commission File Number) |
(IRS Employer Identification No.) |
| 487 East Middlefield Road, Mountain View, CA | 94043 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(650) 961-7500
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 8, 2008, VeriSign entered into an accelerated share repurchase agreement (the “ASR Agreement”) to repurchase $600 million of its common shares. Pursuant to the terms of the ASR Agreement, VeriSign will pay $600 million to J.P. Morgan Securities Inc. in exchange for a number of shares, which will be determined, subject to a cap, based on market prices during the term of the ASR Agreement. J.P. Morgan Securities Inc. may buy or sell the Company’s shares in the secondary market to hedge its position.
A copy of the press release announcing the accelerated share repurchase program is attached hereto as Exhibit 99.1
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 |
Press Release by VeriSign, Inc. dated February 8, 2008, announcing $800 million share buyback. | |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERISIGN, INC. | ||||||||
| Date: February 14, 2008 | By: | /s/ Richard H. Goshorn | ||||||
| Richard H. Goshorn | ||||||||
| Senior Vice President, General Counsel and Secretary | ||||||||
3
Exhibit Index
| Exhibit No. | Description | |
| Exhibit 99.1 | Press Release by VeriSign, Inc. dated February 8, 2008, announcing $800 million share buyback. |
4