ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Documents filed as part of this report
1. Financial statements
•
Reports of Independent Registered Public Accounting Firm
•
Consolidated Balance Sheets As of December 31, 2005 and 2004
•
Consolidated Statements of Operations For the Years Ended December 31, 2005, 2004 and 2003
•
Consolidated Statements of Stockholders’ Equity For the Years Ended December 31, 2005, 2004 and 2003
•
Consolidated Statements of Comprehensive Income (Loss) For the Years Ended December 31, 2005, 2004 and 2003
•
Consolidated Statements of Cash Flows For the Years Ended December 31, 2005, 2004 and 2003
•
Notes to Consolidated Financial Statements
2. Financial statement schedules
•
Financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or the notes thereto.
3. Exhibits
Agreement and Plan of Merger dated as of March 6, 2000, by and among the Registrant, Nickel Acquisition Corporation and Network Solutions, Inc.
8-K
Agreement and Plan of Merger dated September 23, 2001, by and among the Registrant, Illinois Acquisition Corporation and Illuminet Holdings, Inc.
S-4
Purchase Agreement dated as of October 14, 2003, as amended, among the
Registrant and the parties indicated therein
8-K
Sale and Purchase Agreement Regarding the Sale and Purchase of All Shares In Jamba! AG dated May 23, 2004 between the Registrant and certain other
named individuals
Asset Purchase Agreement dated October 10, 2005, as amended, among the Registrant, eBay, Inc. and the other parties thereto.
8-K
Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of the Registrant dated May 27, 1999
S-8
Certificate of Amendment of Third Amended and Restated Certificate of
Incorporation of the Registrant dated June 8, 2000
S-8
Amended and Restated Article II, Section 2 of the Bylaws of Registrant, effective
May 3, 2005
Rights Agreement dated as of September 27, 2002, between the Registrant and Mellon Investor Services LLC, as Rights Agent, which includes as Exhibit A the Form of Certificate of Designations of Series A Junior Participating Preferred Stock, as Exhibit B the Summary of Stock Purchase Rights and as Exhibit C the
Form of Rights Certificate
Amendment to Rights Agreement dated as of February 11, 2003, between the Registrant and Mellon Investor Services LLC, as Rights Agent
8-A/A
Form of Revised Indemnification Agreement entered into by the Registrant with
each of its directors and executive officers
10-K
Registrant’s 1998 Directors Stock Option Plan, as amended through 5/22/03, and
form of stock option agreement
Assignment Agreement, dated as of April 18, 1995 between the Registrant and
RSA Data Security, Inc.
BSAFE/TIPEM OEM Master License Agreement, dated as of April 18, 1995, between the Registrant and RSA Data Security, Inc., as amended
S-1
Exhibit
Amendment Number Two to BSAFE/TIPEM OEM Master License Agreement dated as of December 31, 1998 between the Registrant and RSA Data Security, Inc.
S-1
Non-Compete and Non-Solicitation Agreement, dated April 18, 1995, between the
Registrant and RSA Security, Inc.
Microsoft/VeriSign Certificate Technology Preferred Provider Agreement, effective as of May 1, 1997, between the Registrant and Microsoft Corporation
S-1
Master Development and License Agreement, dated as of September 30, 1997, between the Registrant and Security Dynamics Technologies, Inc.
S-1
Amendment Number One to Master Development and License Agreement dated as of December 31, 1998 between the Registrant and Security Dynamics Technologies,
Inc.
Employment Offer Letter Agreement between the Registrant and Stratton Sclavos dated as of June 12, 1995, as amended October 4, 1995
Transaction Bonus and Retention Agreement between the Registrant and W. G.
Champion Mitchell dated May 20, 2003
Amendment No. 24 to Cooperative Agreement #NCR 92-18742 between the DOC
and Network Solutions, Inc.
Deed of Lease between TST Waterview I, L.L.C. and the Registrant, dated as of
July 19, 2001
Accelerated Share Repurchase Transaction at Discount to VWAP dated
November 21, 2005 between the Registrant and Morgan Stanley & Co. Incorporated
Certification of President, Chief Executive Officer and Chairman of the Board pursuant to Exchange Act
Certification of Executive Vice President of Finance and Administration and Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)
Exhibit Number
Exhibit Description
Incorporated by Reference
Filed Herewith
Form
Date
Number
32.01
Certification of President, Chief Executive Officer and Chairman of the Board pursuant to Exchange Act Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)**
X
32.02
Certification of Executive Vice President of Finance and Administration and Chief Financial Officer pursuant to Exchange Act Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)**
X
* Confidential treatment was received with respect to certain portions of this agreement. Such portions were omitted and filed separately with the Securities and Exchange Commission.
71
** As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of VeriSign, Inc.
under the Securities Act of 1933 or the Securities Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on the 1st day of March 2006.
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Stratton D. Sclavos, Dana L. Evan and James M. Ulam, and each of them, his or her true lawful attorneys-in-fact and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granted unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 10th day of March 2006:
President, Chief Executive Officer and Chairman of the Board
/s/ D ANA L. E VAN
Dana L. Evan
Executive Vice President of Finance and Administration and Chief Financial Officer (Principal finance and accounting officer)
/s/ D. J AMES B IDZOS
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William A. Roper, Jr.
/s/ L OUIS A. S IMPSON
Louis A. Simpson
Director