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 9, 2009
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 8.01 | Other Events |
On February 9, 2009, VeriSign, Inc. (the “Company”) informed Certicom Corp., a corporation continued under the laws of Canada (“Certicom”), that the Company did not intend to exercise its right to offer to amend the arrangement agreement (the “Agreement”) entered into between the parties on January 23, 2009 in response to a third-party bid that the Board of Directors of Certicom has deemed a superior proposal (as defined in the Agreement). The Company received notice of the superior proposal from Certicom on February 4, 2009. Certicom may now terminate the Agreement upon payment to the Company of a C$4 million termination fee.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERISIGN, INC. | ||||||||
| Date: February 10, 2009 | By: | /s/ Richard H. Goshorn | ||||||
| Name: | Richard H. Goshorn | |||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||
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