Network Solutions Inc/DE – ‘425’ on 3/7/00 re: Verisign Inc/CA

On:  Tuesday, 3/7/00   ·   Accession #:  950103-0-362   ·   File #:  0-23593

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Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Business-Combination Transaction Communication         5±    22K 


                                                Filed by Network Solutions, Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933

                                                Subject Company:  VeriSign, Inc.
                                                   Commission File No. 000-23593

 VERISIGN ACQUIRES NETWORK
 SOLUTIONS TO FORM WORLD'S
LARGEST PROVIDER OF INTERNET
TRUST SERVICES
Combined Trust Infrastructure to Accelerate E-Commerce for
Millions of Businesses and Consumers across the Internet

Mountain View, CA & Herndon, VA, March 7, 2000 --                               
VeriSign, Inc. (Nasdaq:VRSN), the leading provider of Internet trust services,  
and Network Solutions, Inc. (Nasdaq: NSOL), the world's leading provider of     
Internet domain name registration and global registry services, today announced 
the signing of a definitive agreement for VeriSign to acquire Network Solutions 
in an all-stock purchase transaction. This transaction combines two             
infrastructure leaders whose trust services support businesses and consumers    
from the moment they first establish an Internet presence through the entire    
lifecycle of e-commerce activities.                                             

Under the agreement, VeriSign will issue 2.15 shares of VeriSign common stock   
for each share of Network Solutions stock as constituted prior to the 2-for-1   
split of Network Solutions stock to be completed on March 10, 2000. The         
transaction, valued at approximately $21 billion based on yesterday's closing   
price of VeriSign common stock, has been approved by both companies' Boards of  
Directors and is subject to approval by VeriSign and Network Solutions          
stockholders. The acquisition is expected to close in the third quarter of 2000,
subject to customary conditions, including obtaining necessary regulatory       
approvals. The resulting company expects to add to its existing employee base to
exploit new market opportunities. At closing, Network Solutions will become a   
subsidiary of VeriSign with Jim Rutt continuing to serve as Network Solutions'  
CEO, reporting to Stratton Sclavos, president and CEO of VeriSign.              

"With one of the largest subscriber bases on the Internet, VeriSign and Network 
Solutions will have the scale and range of services to take e-commerce to the   
next level," said Stratton Sclavos, president and CEO of VeriSign. "With Network
Solutions as the gateway to establishing online identity and Web presence, and  
VeriSign as the provider of Internet authentication, validation and payment     
services, our combined company will serve as the trust utility that will power  
the Internet economy."                                                          

"VeriSign and Network Solutions have a longstanding partnership, which makes    
this combination a natural evolution for our business and for the Internet,"    
said Jim Rutt, CEO of Network Solutions. "Combining the two most trusted brands 
in Internet infrastructure provides millions of businesses and consumers with   
the confidence to conduct a broad range of e-commerce activities, from their    
first online experience to high value transactions and advanced communications."

VeriSign and Network Solutions together will deliver businesses and consumers an
unparalleled range of services that cover the four key stages of the e-commerce 
lifecycle. These include:                                                       

o    Establishing Online Presence - domain name registration, global  
   directory listings, DNS distribution, e-mail and basic Web site
creation                                                    

     o    Basic E-Commerce - digital certificate-based authentication for secure
      Web site transactions and e-mail, credit card payment services and
global domain name management                               

   o    Customer/Supply-Chain Management - secure extranet services, virtual
          private networks (VPNs), secure messaging, wireless communications and
real-time validation                                        

 o    Global Trading - buyer and supplier credentials for B2B Exchanges,
         trusted directories, purchase card and automated clearing house (ACH)
payments, digital receipts and archiving                    

Network Solutions, the leading registrar and exclusive registry of domain names 
in .com, .net, and .org, provides a broad range of services that allow          
businesses and individuals to establish and enhance their Web presence. The     
company's Registry business is the sole provider of .com, .net, and .org.       
registration services to 34 domain name registrars worldwide, and serves as the 
Internet's trusted "master directory" for those domain names. Network Solutions 
also serves as the leading domain name registrar, with more than 8.1million     
registrations and 240 major partners worldwide. The company's Registrar services
include domain name registration, idNames TM corporate services, ImageCafeTM Web
sites, the dot com directoryTM "Internet find engine" and other Web value-added 
services, and counts AltaVista, AOL Netcenter, EarthLink, Interliant, Microsoft 
and Yahoo! among its strategic alliances.                                       

VeriSign, a leader in Internet trust services, provides authentication, payment,
and validation services that secure e-commerce transactions and communications  
for more than 1,000 enterprises, 215,000 Web servers and millions of consumers  
around the world. VeriSign's services are fundamental to mission-critical       
e-commerce applications such as online retailing and financial services, supply 
chain management and virtual private networking. The company's offerings include
Secure SiteSM services for Web sites, Go Secure!SM services for enterprises and 
SignioTM payment services for merchants and B2B exchanges - in both the wired   
and wireless worlds. The company's blue-chip customers include leaders such as  
Bank of America, Ford Motor Company and Texas Instruments. VeriSign also offers 
global distribution of its services through an extensive network of over 3,500  
ISPs and ASPs and 25 international affiliates, such as British                  
Telecommunications, eSign Australia, KPN Telecom and Telia, and has strategic   
alliances with AOL/Netscape, Dun & Bradstreet, Microsoft, Motorola and VISA     
among others.                                                                   

About VeriSign                                                                  
VeriSign, Inc. is the leading provider of Internet trust services including     
authentication, validation and payment - needed by Web sites, enterprises and   
e-commerce service providers to conduct trusted and secure electronic commerce  
and communications over IP networks. VeriSign's trust services for Web sites,   
developers and individuals are available through www.verisign.com and through a 
growing number of ISPs and Web hosting companies. The company's digital         
certificate services for enterprises and electronic commerce service providers  
are available through regional account representatives, resellers, and global   
affiliates. VeriSign is a registered trademark exclusively licensed to VeriSign,
Inc. Go Secure! and Secure Site are service marks of VeriSign, Inc. and Signio  
is a trademark of Signio, Inc.                                                  

About Network Solutions                                                         
Founded in 1979, Network Solutions, Inc. (NASDAQ: NSOL) pioneered the           
development of registering Web addresses ending in .com, .net, .org and .edu and
is the world's leading Registrar with more than 8.1 million net registrations.  
To meet the needs of corporations worldwide, Network Solutions also provides    
domain name registration services for all available country-code Top-Level      
Domains, for example, .de (Germany), .fr (France) and .uk (United Kingdom).     
Network Solutions additionally plays a critical role in the infrastructure of   
the Internet through its Registry services. Network Solutions' Registry         
customers include all the Registrars of domain names ending in .com, .net and   
.org. Network Solutions also provides Internet Technology Services that assist
large commercial organizations in the evolution and management of their Internet
technologies. For more information, see the www.netsol.com/nsi Web site. Network
Solutions registers the majority of Web addresses worldwide through various     
channels, including nearly 240 companies in over 30 countries in its Premier    
Program and over 41,000 companies in the Affiliate Program. Network Solutions   
has created value-added small business solutions through agreements with leading
companies such as American Express (NYSE: AXP), IBM (NYSE: IBM) and Microsoft   
(Nasdaq: MSFT). Through its Alliance Program, Network Solutions works closely   
with EarthLink (Nasdaq: ELNK), Interland, Inc. and Interliant, Inc. (Nasdaq:    
INIT). Network Solutions also has entered into marketing agreements with        
companies like AltaVista, Netscape and Yahoo! Inc. (Nasdaq: YHOO).              

Morgan Stanley Dean Witter served as financial advisors to VeriSign, Inc., and  
JP Morgan and Chase H&Q served as financial advisors to Network Solutions, Inc.,
during this transaction.                                                        

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. 
Such statements are based on the current expectations and beliefs of managements
of VeriSign and Network Solutions and are subject to a number of factors and    
uncertainties that could cause actual results to differ materially from those   
described in the forward-looking statements. In particular, the following       
factors, among others, could cause actual results to differ materially from     
those described in the forward-looking statements: failure of the transaction to
close due to the failure to obtain regulatory or other approvals; failure of the
VeriSign or Network Solutions stockholders to approve the merger; the risk that 
the VeriSign and Network Solutions businesses will not be integrated            
successfully and unanticipated costs of such integration; failure of the        
combined company to retain and hire key executives, technical personnel and     
other employees; failure of the combined company to manage its growth and the   
difficulty of successfully managing a larger, more geographically dispersed     
organization; failure of the combined company to successfully manage its        
changing relationships with customers, suppliers and strategic customers;       
failure of the combined company's customers to accept the new service offerings 
and, in particular, the risk that businesses and consumers may not adopt the    
Internet for electronic commerce as rapidly as anticipated; the risk that       
security breakdowns on the Internet might adversely affect the growth of        
electronic commerce; and competition in the various markets serviced by the     
combined company.                                                               

For a detailed discussion of these and other cautionary statements, please refer
to the joint proxy statement/prospectus to be filed by both companies as        
described below, as well as the companies' filings with the Securities and      
Exchange Commission, especially in the "Factors That May Affect Future Results  
of Operations" section of the Management's Discussion and Analysis section of   
VeriSign's Form 10-K for 1999, Form 10-Q for the quarter ended September 30,    
1999, the "Risk Factors" section of VeriSign's S-3 Registration Statement filed 
with the Securities and Exchange Commission on January 11, 2000, the "Factors   
Affecting Operating Results" section of the Management's Discussion and Analysis
section of Network Solutions' Form 10-Q for the quarter ended September 30, 1999
that was filed with the Securities and Exchange Commission on November 15, 1999 
and the "Risk Factors" section of Network Solutions' S-3 Registration Statement 
filed with the Securities and Exchange Commission on December 22, 1999 and      
subsequently amended.                                                           

 WHERE YOU CAN FIND ADDITIONAL INFORMATION

INVESTORS AND SECURITY HOLDERS OF BOTH VERISIGN AND NETWORK SOLUTIONS ARE       
ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE BUSINESS     
COMBINATION TRANSACTION REFERENCED IN THE FOREGOING INFORMATION, WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. VeriSign and Network  
Solutions expect to mail a joint proxy statement/prospectus about the merger to 
their respective stockholders. Such joint proxy statement/prospectus will be    
filed with the Securities and Exchange Commission by both companies. Investors  
and security holders may obtain a free copy of the joint proxy                  
statement/prospectus (when available) and other documents filed by the companies
at the Securities and Exchange Commission's web site at http://www.sec.gov. The 
joint proxy statement/prospectus and such other documents may also be obtained  
from VeriSign or Network Solutions by directing such requests to the respective 
addresses listed below. VeriSign and its officers and directors may be deemed to
be participants in the solicitation of proxies from VeriSign's stockholders with
respect to the transactions contemplated by the merger agreement. Information   
regarding such officers and directors is included in VeriSign's Proxy Statement 
for its 1999 Annual Meeting of Stockholders filed with the Securities and       
Exchange Commission on April 22,1999. This document is available free of charge 
at the Securities and Exchange Commission's Web site at http://www.sec.gov and  
from the VeriSign contact listed below. Network Solutions and its officers and  
directors may be deemed to be participants in the solicitation of proxies from  
stockholders of Network Solutions with respect to the transactions contemplated 
by the merger agreement. Information regarding such officers and directors is   
included in Network Solutions' S-3 Registration Statement filed with the        
Securities and Exchange Commission on December 22, 1999, and subsequently       
amended. This document is available free of charge at the Securities and        
Exchange Commission's Web site at http://www.sec.gov and from the Network       
Solutions contact listed below.                                                 

EDITOR CONTACTS:                                                                

For Network Solutions:                                                          
Corporate Media: Christopher Clough, chrisc@netsol.com,                         
+1-703/742-4706 or                                                              
Cheryl Regan, cherylr@netsol.com, +1-703/742-4847.                              
Investor Relations: Sean McClorey, smcclorey@netsol.com,                        
+1-703/326-6090.                                                                
Customer Service:                                                               
http://www.netsol.com/nsi/contact-corporate.html,                               
+1-703/742-4777                                                                 

Edelman Public Relations Worldwide                                              
Jeff Wenker 650-429-2768                                                        
Email: jeff_wenker@edelman.com                                                  

VeriSign Investor Relations                                                     
Kathleen Ochsner 650-429-3512                                                   
Email: kochsner@verisign.com                                                    

--------------------------------------------------------------------------------
Copyright (C) 2000, VeriSign, Inc. All Rights Reserved                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘425’ Filing		Date		Other Filings
		3/10/00		8-K/A,  S-3/A,  SC 13D/A,  SC 13G
Filed on:		3/7/00		425,  8-K
		1/11/00		S-3
		12/22/99		S-3
		11/15/99		10-Q
		9/30/99		10-Q,  10-Q/A
				List all Filings