|
Quotes & Info
|
| VRSN > SEC Filings for VRSN > Form 8-K on 30-Nov-2012 | All Recent SEC Filings |
30-Nov-2012
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
(a) On November 29, 2012, VeriSign, Inc. ("Verisign" or the "Company") entered
into a Registry Agreement for the .com top-level domain (the "2012 .com Registry
Agreement" or the "Agreement") with Internet Corporation for Assigned Names and
Numbers ("ICANN"), pursuant to which the Company will continue to serve as the
authoritative registry operator for the .com registry. The 2012 .com Registry
Agreement renews the .com Registry Agreement entered into by the Company and
ICANN in 2006 (the "existing agreement") and provides new provisions regarding
pricing, indemnification, audit rights, and service levels ("SLAs"), through
November 30, 2018.
The 2012 .com Registry Agreement provides that the Company will continue as the
exclusive registry of domain names within the .com generic top-level domain
through November 30, 2018. The 2012 .com Registry Agreement provides that it
shall be renewed for later terms unless it has been finally determined by an
arbitrator or court that the Company has failed to cure a fundamental and
material breach of certain provisions of the 2012 .com Registry Agreement and,
following the decision of such arbitrator or court, the Company fails to comply
with such decision.
The 2012 .com Registry Agreement revised the pricing provisions for .com domain
name registrations contained in the existing agreement to provide that the price
of a .com domain name shall not exceed $7.85 for the term of the Agreement
except that the Company will continue to have the right to increase the price of
a .com domain name during the term of the 2012 .com Registry Agreement due to
the imposition of any new Consensus Policy or documented extraordinary expense
resulting from an attack or threat of attack on the Security or Stability (each
as defined in the 2012 .com Registry Agreement) of the Domain Name System
("DNS") not to exceed 7% above the price in the prior year.
The 2012 .com Registry Agreement also revised the service levels in the existing
agreement to match the more stringent SLAs currently offered with respect to the
.net registry.
The 2012 .com Registry Agreement added to the existing agreement an obligation
by Verisign to indemnify ICANN for certain third party claims, primarily those
arising out of the operation of the .com registry.
As compared to the existing agreement, the 2012 .com Registry Agreement expands
ICANN's rights to audit Verisign's compliance with Verisign's representations,
warranties and covenants contained in Articles II and III of the 2012 .com
Registry Agreement. Also pursuant to the 2012 .com Registry Agreement, the
Company and ICANN have agreed to regularly review and engage in good faith
negotiations about the implementation of any such new technical standards and
consensus policies.
The 2012 .com Registry Agreement revised the fees the Company is required to pay
ICANN. The Company is required to pay for each initial or renewal registration
that occurs during a calendar quarter a fee equal to the number of years in the
term of such registration or renewal, multiplied by $0.25. The Company may also
be required to collect variable registry fees on ICANN's behalf in fiscal
quarters in which ICANN does not collect a variable accreditation fee from all
registrars.
As in the existing agreement, the 2012 .com Registry Agreement provides that the
Company may not acquire, directly or indirectly, a greater than fifteen percent
ownership interest in any ICANN-accredited registrar. The Company is also
required to comply with and implement temporary specifications or policies and
consensus policies, as well as other provisions in the 2012 .com Registry
Agreement relating to handling of data and other registry operations. The 2012
.com Registry Agreement also continues restrictions on ICANN's ability to adopt
temporary specifications or policies and consensus policies that can impact the
operation of the .com registry and existing processes for the introduction by
Verisign of new registry services.
(b) On November 29, 2012, Verisign and the Department of Commerce (the "DOC")
entered into Amendment Number Thirty-Two (32) ("Amendment 32") to the
Cooperative Agreement between Verisign and the DOC (the "Cooperative
Agreement"). Except as modified by Amendment 32, the terms and conditions of the
Cooperative Agreement, including Amendment Thirty (30) to the Cooperative
Agreement which was entered into on November 29, 2006 by the Company and the
DOC, remain unchanged. Amendment 32 provides that the Maximum Price (as defined
in the 2012 .com Registry Agreement) of a .com domain name shall not exceed
$7.85 for the term of the 2012 .com Registry Agreement, except that the Company
is entitled to increase the Maximum Price of a .com domain name due to the
imposition of any new Consensus Policy or documented extraordinary expense
resulting from an attack or threat of attack on the Security or Stability of the
DNS as described in the 2012 .com Registry Agreement, provided that the Company
may not exercise such right unless the DOC provides prior written approval that
the exercise of such right will serve the public interest, such approval not to
be unreasonably withheld. Amendment 32 further provides that the Company shall
be entitled at any time during the term of the 2012 .com Registry Agreement to
seek to remove the pricing restrictions contained in the 2012 .com Registry
Agreement if the Company demonstrates to the DOC that market conditions no
longer warrant pricing restrictions in the 2012 .com Registry Agreement, as
determined by the DOC. Amendment 32 also provides that the DOC's approval of the
2012 .com Registry
Agreement is not intended to confer federal antitrust immunity on the Company
with respect to the 2012 .com Registry Agreement and extends the term of the
Cooperative Agreement through November 30, 2018.
The descriptions of the 2012 .com Registry Agreement and Amendment 32 contained
herein are qualified in their entirety by reference to those agreements, copies
of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are
incorporated herein by reference.
(d) Exhibits
Exhibit
Number Description
10.1 Registry Agreement between VeriSign, Inc. and the Internet Corporation
for Assigned Names and Numbers, entered into on November 29, 2012.
10.2 Amendment Number Thirty-Two (32) to the Cooperative Agreement between
VeriSign, Inc. and Department of Commerce, entered into on November 29,
2012
99.1 Text of press release of VeriSign, Inc. issued on November 30, 2012.
|
|
|