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): September 23, 2001
VERISIGN, INC.
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware
------------------------------------------------------
(State or other jurisdiction of incorporation)
000-23593 94-3221585
---------------------------- --------------------------
(Commission (IRS Employer
File Number) 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)
Item 5: Other Events.
On September 23, 2001, VeriSign, Inc. ("VeriSign"), Illuminet Holdings,
Inc. ("Illuminet") and Illinois Acquisition Corporation, a wholly-owned
subsidiary of VeriSign ("Merger Sub") entered into an Agreement and Plan of
Merger (the "Merger Agreement"). Subject to the terms and conditions of the
Merger Agreement, Merger Sub will merge with and into Illuminet, with Illuminet
to survive the Merger and to become a wholly owned subsidiary of VeriSign (the
"Merger"). Under the terms of the agreement, VeriSign will exchange 0.93 shares
of VeriSign common stock for each outstanding share of Illuminet. VeriSign will
issue approximately 30.4 million shares for all issued and outstanding shares of
Illuminet and will assume Illuminet's outstanding employee stock options.
Illuminet is a provider of intelligent network and signalling services to
communications carriers.
The transaction will be structured to qualify as a tax-free reorganization
and will be accounted for as a purchase. In addition, VeriSign intends to add
Roger Moore, the Chief Executive Officer of Illuminet, to its board of
directors.
The Merger is subject to several conditions, including approval by
Illuminet's stockholders, the expiration of applicable waiting periods under
antitrust laws and obtaining necessary consents.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VERISIGN, INC.
Date: September 27, 2001 By: /s/ JAMES M. ULAM
----------------------------------
James M. Ulam
Senior Vice President, General Counsel
and Secretary
3