VERISIGN, INC. (NASDAQ:VRSN) Files An 8-K Unregistered Sales of Equity Securities

VERISIGN, INC. (NASDAQ:VRSN) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02.

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Unregistered Sales of Equity Securities.

The information set forth in Item 3.02 is incorporated herein by reference.

As previously reported, on February 15, 2018, VeriSign, Inc. (the “Company”) called for redemption all of its outstanding 3.25% Junior Subordinated Convertible Debentures due 2037 (the “Notes”), which were issued to an Indenture dated as of August 20, 2007 (the “Indenture”), between the Company and U.S. Bank National Association, as Trustee, Paying Agent and Conversion Agent.

Upon issuance of the redemption notice, the Notes became convertible at any time before 5:00 p.m. New York City time on Monday, April 30, 2018 (the “Conversion Deadline”), the business day immediately preceding May 1, 2018 (the “Redemption Date”). The Company elected Net Share Settlement (as defined in the Indenture) with respect to conversions occurring after the date of the redemption notice and prior to the Conversion Deadline.

The Company received valid conversion notices from holders of $1,249,773,000 aggregate principal amount of the Notes prior to the Conversion Deadline. In accordance with the Indenture, the Company settled such conversions on May 1, 2018 by the payment of an aggregate of $1,249,782,048.12 in cash and the issuance of 26,079,549 shares of the Company’s common stock.

Also on May 1, 2018, the Company redeemed all $226,000 aggregate principal amount of the Notes that remained outstanding after the conversions. The applicable redemption price was an amount in cash equal to 50% of the principal amount of the Notes, plus accrued but unpaid interest up to, but not including, May 1, 2018.

The common stock issued upon the conversion of the Notes was issued in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended, provided for in Section 3(a)(9) thereof.


VeriSign, Inc. is a provider of domain name registry services and Internet security, enabling Internet navigation for domain names and providing protection for Websites and enterprises around the world (Registry Services). The Company operates in Registry Services and Security Services segment. Its product suite also includes Security Services consisting of Distributed Denial of Service (DDoS) Protection Services, Verisign iDefense Security Intelligence Services (iDefense) and Managed Domain Name System (Managed DNS) Services. The Company’s Registry Services provides the security and resiliency of Internet infrastructure and services, including the .com and .net domains, approximately two of the Internet’s root servers, and operation of the root-zone maintainer functions for the core of the Internet’s Domain Name System (DNS). The Company has operations inside, as well as outside the United States. Its operations infrastructure consists of approximately three secure data centers.

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