VeriSign Announces Expected Restatement of
Previously Issued Financial Statements
MOUNTAIN VIEW, CA, Nov. 21, 2006 – As previously announced
by VeriSign, Inc. (Nasdaq: VRSN), an ad hoc group of independent Directors
of VeriSign’s Board of Directors has been reviewing VeriSign’s historical
stock option grant practices. Although the review is not complete, on
November 15, 2006, the Board concluded that the company must restate
its historical financial statements for the years and interim periods
from 2001-2005 and for the first quarter of 2006 to record additional
non-cash, stock-based compensation expense related to past stock option
grants having incorrect measurement dates and other administrative inconsistencies
related to certain stock option grant dates and prices. Based
on the findings to date, the non-cash charge to the financial statements
for the periods 2001 - 2005 is not expected to exceed $250 million,
however the investigation is still on-going.
Accordingly, the financial statements and all earnings
press releases and similar communications issued by the company relating
to those periods should not be relied upon pending completion of the
restatements. The amount of additional non-cash stock-based compensation
expense to be recorded in any specific period or in any future period
and the resulting tax and accounting impact have not been determined.
The ad hoc group of independent Directors anticipates
its review of VeriSign's historical stock option grant practices will
be completed by the end of the year. As soon as practicable following
the completion of the review, VeriSign intends to prepare restated financial
statements for all affected periods and thereafter become current on
the filing of its periodic reports required under the Securities Exchange
Act of 1934, as amended. VeriSign is evaluating the impact of this matter
on its internal controls over financial reporting and on its disclosure
controls and procedures.
VeriSign has discussed the above matters with KPMG
LLP, the company's independent registered public accounting firm.
About VeriSign
VeriSign, Inc. (Nasdaq: VRSN), operates intelligent infrastructure services
that enable and protect billions of interactions every day across the
world’s voice and data networks. Additional news and information about
the company is available at www.verisign.com.
VRSNF
For more information, contact:
Media Relations: Lisa Malloy, emalloy@verisign.com,
202-270-7600
Investor Relations: Nancy Fazioli, ir@verisign.com,
650-426-5146
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Statements in this announcement other than historical
data and information constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These statements involve risks
and uncertainties that could cause VeriSign's actual results to differ
materially from those stated or implied by such forward-looking statements.
The potential risks and uncertainties include, among others, the fact
that the Board’s independent review and Securities and Exchange Commission
(SEC) inquiry relating to the Company’s historical stock option grants
and practices are ongoing, that the independent review and SEC inquiry
may require further adjustments to the Company’s financial statements
and that VeriSign cannot predict with certainty when it may be able
to file any future SEC reports; the risk that proper accounting of any
adjustments to the Company’s financial statements resulting from the
independent review and SEC inquiry as finally determined by the Board,
KPMG LLP and/or the SEC may differ from the accounting treatment upon
which the assumptions and forward looking statements in this announcement
are based; uncertainty regarding the tax treatment of any adjustments
to the Company’s financial statements as a result of the independent
review and SEC inquiry; uncertainty that the Nasdaq Listing Qualifications
Panel will grant a favorable decision regarding a possible delisting
of the Company’s common stock, and, if an unfavorable decision is rendered,
VeriSign’s common stock will no longer continue to remain listed on
the Nasdaq Global Market; the risk that the matters described in this
press release could divert management's attention from operations; and
the fact that expenses arising from the independent review and SEC inquiry,
the restatement, related litigation and other associated activities
are expected to be significant.
More information about potential factors that
could affect the Company's business and financial results is included
in VeriSign's filings with the Securities and Exchange Commission, including
in the company's Annual Report on Form 10-K for the year ended December
31, 2005 and quarterly reports on Form 10-Q. VeriSign undertakes no
obligation to update any of the forward-looking statements after the
date of this press release.