Amendment No. 4 to the Schedule TO-I
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 4 to
SCHEDULE TO
 
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
 
VeriSign, Inc.
(Name of Subject Company (issuer))
 
VeriSign, Inc.
(Names of Filing Persons (offeror))
 
Options to purchase common stock, par value $0.001 per share,
under the VeriSign, Inc. 2001 Stock Incentive Plan
(Title of Class of Securities)
 
92343E102
(CUSIP Number of Class of Securities (underlying common stock, par value $0.001 per share))
 
James M. Ulam, Esq.
Senior Vice President, General Counsel
VeriSign, Inc.
487 East Middlefield Road
Mountain View, California 94043
(650) 961-7500
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
 
Copies to:
 
Jeffrey R. Vetter, Esq.
R. Gregory Roussel, Esq.
FENWICK & WEST LLP
Two Palo Alto Square
Palo Alto, California 94306
 
Calculation of Filing Fee
Transaction valuation
  
Amount of filing fee
$127,379,078*
  
$11,719**
*
 
Calculated solely for the purpose of determining the amount of filing fee. This amount assumes that options to purchase 14,144,587 shares of common stock of VeriSign, Inc. having an aggregate value of $127,379,078 as of November 20, 2002 will be cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals .000092 times the transaction valuation.
 
**
 
Previously paid.
 
¨
 
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:    Not applicable.
Form or Registration No.:    Not applicable.
Filing Party:    Not applicable.
Date Filed:    Not applicable.
 
¨
 
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
 
¨
 
third-party tender offer subject to Rule 14d-1.
 
x
 
issuer tender offer subject to Rule 13e-4.
 
¨
 
going-private transaction subject to Rule 13e-3.
 
¨
 
amendment to Schedule 13D under Rule 13d-2.
 
Check the following box if the filing is a final amendment reporting the results of the tender offer:  x

 
This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO filed by VeriSign, Inc. (the “Company”) with the Securities and Exchange Commission on November 27, 2002 (the “Schedule TO”), to report the results of the offer by the Company to eligible option holders to exchange options that were granted and were outstanding under the VeriSign, Inc. 2001 Stock Incentive Plan, for new options to purchase shares of common stock to be granted by the Company upon the terms and subject to the conditions described in the Offer to Exchange and related letter of transmittal, filed as exhibits to the Schedule TO. This Amendment No. 4 is the final amendment to the Schedule TO. The Company hereby amends and supplements the Schedule TO to add the following information to Item 4 of the Schedule TO.
 
 
ITEM 4.    TERMS OF THE TRANSACTION
 
The offer made by the Company pursuant to the Schedule TO expired at 9:00 p.m. Pacific Time on December 26, 2002. Pursuant to the Offer to Exchange, the Company accepted for exchange options to purchase an aggregate of 11,387,343 shares of the Company’s common stock, representing approximately 81% of the shares subject to options that were eligible to be exchanged under the Offer to Exchange. Subject to the terms and conditions of the Offer to Exchange, the Company will issue new options to purchase up to an aggregate of approximately 7.7 million shares of the Company’s common stock to an aggregate of approximately 2,000 option holders.

 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
 
Date:    December 30, 2002
VERISIGN, INC.
By:
  
/s/    James M. Ulam
   
James M. Ulam
Senior Vice President, General Counsel and Secretary