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Verisign Annual Report (Amendment), Year Ended Dec 31, 1999

Filing Date
Filed April 27, 2000
Period End
December 31, 1999
Security
VRSN
In the record · 2016–202610-K1110-Q338-K94

VRSN filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 94 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Oct ’16Oct ’16
  2. FY2018 annual report10-K · Feb ’19Feb ’19
  3. Leadership change8-K · Jun ’21Jun ’21
  4. Leadership change8-K · Nov ’25Nov ’25

01—Abstract

Summary

Summary of the 10-K/A filed April 27, 2000. Cited figures are marked; the original filing is the authoritative source.

This filing amends Part III (Items 10 through 13) of VeriSign, Inc.'s Annual Report on Form 10-K, which was filed on March 22, 2000.

It covers directors and executive officers as of December 31, 1999, executive and director compensation, beneficial ownership as of March 3, 2000, and related-party transactions. The filing does not include financial statements or operating results. The filing reports 114,820,683 shares of common stock outstanding at March 3, 2000.

Putnam Investments Inc. (8.5%a), Janus Capital Corporation (7.9%), and Chairman D. James Bidzos (4.6%) are the largest holders listed. All officers and directors as a group (11 persons) held 6.2%.

Chief Executive Officer Stratton D. Sclavos received a 1999 salary of $250,000,b a bonus of $78,125, and options on 400,000 shares. VeriSign granted options on 6,869,950 shares to employees during 1999 at an exercise price of $37.06 per share.

The closing price on December 31, 1999 was $190.94c per share. The filing also discloses that VeriSign paid approximately $738,000 in 1999 to Tomlinson Zisko Morosoli & Maser LLP, a law firm in which director and Secretary Timothy Tomlinson is a partner.

It reports several late Section 16(a) filings by Mr. Bidzos, Mr. Sclavos, and Mr. Cowan. The Directors Stock Option Plan had 200,000 shares available for grant at December 31, 1999, and a proposal to add 250,000 shares was pending.

02—Key points

Key Highlights

  1. Stock ownership: Putnam Investments Inc. held 9,738,266 shares (8.5%) and Janus Capital Corporation held 9,055,055 shares (7.9%), based on 114,820,683 shares outstanding at March 3, 2000.
  2. Insider ownership: All officers and directors as a group (11 persons) beneficially owned 7,129,728 shares, or 6.2%. Chairman D. James Bidzos held 5,255,300 shares (4.6%).
  3. CEO compensation: Stratton D. Sclavos earned a 1999 salary of $250,000 and a bonus of $78,125, and received options on 400,000 shares.
  4. Option grants: VeriSign granted options on 6,869,950 shares to employees in 1999 at $37.06 per share, with seven-year terms and vesting over four years, accelerating by 50% of unvested shares upon specified changes in control.
  5. Stock price: The closing price of VeriSign common stock on The Nasdaq National Market was $190.94 on December 31, 1999.
  6. Related-party payments: VeriSign paid approximately $738,000 in 1999 to a law firm in which director Timothy Tomlinson is a partner.
  7. Governance: Directors receive no cash fees. Outside directors receive automatic option grants under the Directors Stock Option Plan, and a proposal to add 250,000 shares to that plan was pending.

03—Questions

Frequently Asked Questions

  1. Who are VeriSign's directors and executive officers?

    As of December 31, 1999, the executive officers included Stratton D. Sclavos (President and CEO, age 38), Dana L. Evan (EVP of Finance and Administration and CFO, age 40), Quentin P. Gallivan (EVP of Worldwide Sales, age 42), Arnold Schaeffer (EVP of Engineering, age 36), Richard A. Yanowitch (EVP of Worldwide Marketing, age 43), and Diana S. Keith (VP of Customer Services, age 40). D. James Bidzos serves as Chairman of the Board.

  2. How much were the top executives paid in 1999?

    Sclavos received a salary of $250,000 and a bonus of $78,125. Gallivan received $150,000 in salary and a $150,000 bonus. Yanowitch and Evan each received $165,000 in salary and a bonus of $49,840. Keith received $150,000 in salary and a bonus of $47,630. Options granted in 1999 were 400,000 for Sclavos, 300,000 for Gallivan, 200,000 each for Yanowitch and Evan, and 150,000 for Keith. Schaeffer received no 1999 option grant.

  3. Who are the largest shareholders?

    Putnam Investments Inc. held 8.5% and Janus Capital Corporation held 7.9% of common stock, based on Schedule 13G filings in February 2000. Chairman D. James Bidzos held 4.6%, mostly through shares held by RSA Security, Inc. and its subsidiaries. No other individual holder is listed above 1%.

  4. Did insiders comply with Section 16(a) reporting requirements?

    VeriSign reported that all filings were made on time except for a few late filings. Bidzos filed one Form 4 for July one day late, Sclavos filed one Form 4 for December one day late, and Cowan filed a Form 5 for 1999 one day late. Three Forms 5 submitted by fax were filed late because the faxed copies were illegible when printed at the SEC.

04—Continue

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