content: <PAGE>
  
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                 -----------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): January 15, 2002
  
  
                                   VALICERT, INC.
               (Exact name of registrant as specified in its charter)
  
                                 -----------------
  
  
               Delaware                       000-31109           94-3297861
  ---------------------------------- ------------------------- -------------------
    (State or other jurisdiction of   (Commission File Number)  (IRS Employer
            incorporation)                                     Identification No.)
  
                                 -----------------
  
  
                              339 North Bernardo Avenue
                           Mountain View, California 94043
                 (Address of principal executive offices) (Zip Code)
  
                                 -----------------
  
         Registrant's telephone number, including area code: (650) 567-5400
  
  
  
  
                                   Not Applicable
            (Former name or former address, if changed since last report)
  
  <PAGE>
  
  Item 5.  Other Matters.
  
       a) The information set forth in our press releases dated November 15, 2001,
  December 24, 2001, and January 8, 2002, which are attached as Exhibits 99.1,
  99.2, and 99.3, respectively, to this Current Report on Form 8-K, are
  incorporated herein by reference.
  
       b) A class action lawsuit was filed on December 3, 2001 in the United
  States District Court for the Southern District of New York on behalf of
  purchasers of ValiCert common stock alleging violations of federal securities
  laws. Lachance v. ValiCert, Inc. et al., No. 01-CV-10889 (SAS) (S.D.N.Y.),
  related to In re Initial Public Offerings Securities Litigation, No. 21 MC 92
  (SAS). The case is brought purportedly on behalf of all persons who purchased
  common stock of ValiCert (the "Company") from July 27, 2000 through December 6,
  2000. The complaint names as defendants the Company; Joseph (Yosi) Amram,
  President, Chief Executive Officer, and member of the Board of Directors;
  Timothy Conley, Vice President, Finance and Chief Financial Officer; and an
  investment banking firm that served as an underwriter for the Company's initial
  public offering in July 2000.
  
          The complaint alleges violations of Section 11 and 15 of the Securities
  Act of 1933 against all defendants, and Section 10(b) of the Securities Exchange
  Act of 1934 against the underwriter, on the grounds that the prospectus
  incorporated in the registration statement for the offering failed to disclose,
  among other things, that (i) the underwriter had solicited and received
  excessive and undisclosed commissions from certain investors in exchange for
  which the underwriter allocated to those investors material portions of the
  shares of the Company's stock sold in the initial public offering, and (ii) the
  underwriter had entered into agreements with customers whereby the underwriter
  agreed to allocate shares of the Company's stock sold in the initial public
  offering to those customers in exchange for which the customers agreed to
  purchase additional shares of the Company's stock in the aftermarket at
  pre-determined prices. No specific damages are claimed.
  
          We are aware that similar allegations have been made in lawsuits
  relating to more than 300 other initial public offerings conducted in 1999 and
  2000. Those cases have been consolidated for pretrial purposes before the
  Honorable Judge Shira A. Scheindlin. Defendants' time to respond to the
  complaints has been stayed pending a plan for further coordination. Management
  believe that the allegations against the Company and its officers and directors
  are without merit and intend to contest them vigorously. However, the litigation
  is in the preliminary stage, and its outcome cannot be predicted. The litigation
  process is inherently uncertain. If the outcome of the litigation is adverse to
  the Company and if, in addition, the Company was required to pay significant
  monetary damages, its business would be significantly harmed.
  
  <PAGE>
  
  Item 7.  Financial Statements and Exhibits.
  
           (c) Exhibits.
  
  Exhibit No.      Description
  -----------      -----------
  
     99.1          Press Release dated November 15, 2001 regarding closing of
                   $5,000,000 equity financing.
  
     99.2          Press Release dated December 24, 2001 regarding acquisition of
                   certain assets of Tradenable Inc.
  
     99.3          Press Release dated January 8, 2002 regarding preliminary
                   fourth quarter results and restructuring of the company's
                   business.
  
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                        VALICERT, INC.
  
  Date:  January 15, 2002               By:  /s/ Timothy G. Conley
                                             -------------------------------------
                                             Timothy G. Conley
                                             Chief Financial Officer
  
  <PAGE>
  
                                    EXHIBIT INDEX
                                    -------------
  
  Exhibit No.        Description
  -----------        -----------
  
     99.1            Press Release dated November 15, 2001 regarding closing of
                     $5,000,000 equity financing.
  
     99.2            Press Release dated December 24, 2001 regarding acquisition
                     of certain assets of Tradenable Inc.
  
     99.3            Press Release dated January 8, 2002 regarding preliminary
                     fourth quarter results and restructuring of the company's
                     business.
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metadata_filer: {"company-data": {"conformed-name": "VALICERT INC", "cik": "0001114040", "assigned-sic": "7371", "irs-number": "943297861", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-31109", "film-number": "2509917"}, "business-address": {"street1": "339 N BERNARDO AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "6505675400"}, "mail-address": {"street1": "339 N BERNARDO AVENUE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                 -----------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): January 15, 2002
  
                                   VALICERT, INC.
               (Exact name of registrant as specified in its charter)
  
                                 -----------------
  
               Delaware                       000-31109           94-3297861
  ---------------------------------- ------------------------- -------------------
    (State or other jurisdiction of   (Commission File Number)  (IRS Employer
            incorporation)                                     Identification No.)
  
                                 -----------------
  
                              339 North Bernardo Avenue
                           Mountain View, California 94043
                 (Address of principal executive offices) (Zip Code)
  
                                 -----------------
  
         Registrant's telephone number, including area code: (650) 567-5400
  
                                   Not Applicable
            (Former name or former address, if changed since last report)
  Item 5.  Other Matters.
  
       a) The information set forth in our press releases dated November 15, 2001,
  December 24, 2001, and January 8, 2002, which are attached as Exhibits 99.1,
  99.2, and 99.3, respectively, to this Current Report on Form 8-K, are
  incorporated herein by reference.
  
       b) A class action lawsuit was filed on December 3, 2001 in the United
  States District Court for the Southern District of New York on behalf of
  purchasers of ValiCert common stock alleging violations of federal securities
  laws. Lachance v. ValiCert, Inc. et al., No. 01-CV-10889 (SAS) (S.D.N.Y.),
  related to In re Initial Public Offerings Securities Litigation, No. 21 MC 92
  (SAS). The case is brought purportedly on behalf of all persons who purchased
  common stock of ValiCert (the "Company") from July 27, 2000 through December 6,
  2000. The complaint names as defendants the Company; Joseph (Yosi) Amram,
  President, Chief Executive Officer, and member of the Board of Directors;
  Timothy Conley, Vice President, Finance and Chief Financial Officer; and an
  investment banking firm that served as an underwriter for the Company's initial
  public offering in July 2000.
  
          The complaint alleges violations of Section 11 and 15 of the Securities
  Act of 1933 against all defendants, and Section 10(b) of the Securities Exchange
  Act of 1934 against the underwriter, on the grounds that the prospectus
  incorporated in the registration statement for the offering failed to disclose,
  among other things, that (i) the underwriter had solicited and received
  excessive and undisclosed commissions from certain investors in exchange for
  which the underwriter allocated to those investors material portions of the
  shares of the Company's stock sold in the initial public offering, and (ii) the
  underwriter had entered into agreements with customers whereby the underwriter
  agreed to allocate shares of the Company's stock sold in the initial public
  offering to those customers in exchange for which the customers agreed to
  purchase additional shares of the Company's stock in the aftermarket at
  pre-determined prices. No specific damages are claimed.
  
          We are aware that similar allegations have been made in lawsuits
  relating to more than 300 other initial public offerings conducted in 1999 and
  2000. Those cases have been consolidated for pretrial purposes before the
  Honorable Judge Shira A. Scheindlin. Defendants' time to respond to the
  complaints has been stayed pending a plan for further coordination. Management
  believe that the allegations against the Company and its officers and directors
  are without merit and intend to contest them vigorously. However, the litigation
  is in the preliminary stage, and its outcome cannot be predicted. The litigation
  process is inherently uncertain. If the outcome of the litigation is adverse to
  the Company and if, in addition, the Company was required to pay significant
  monetary damages, its business would be significantly harmed.
  Item 7.  Financial Statements and Exhibits.
  
           (c) Exhibits.
  
  Exhibit No.      Description
  -----------      -----------
  
     99.1          Press Release dated November 15, 2001 regarding closing of
                   $5,000,000 equity financing.
  
     99.2          Press Release dated December 24, 2001 regarding acquisition of
                   certain assets of Tradenable Inc.
  
     99.3          Press Release dated January 8, 2002 regarding preliminary
                   fourth quarter results and restructuring of the company's
                   business.
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                        VALICERT, INC.
  
  Date:  January 15, 2002               By:  /s/ Timothy G. Conley
                                             -------------------------------------
                                             Timothy G. Conley
                                             Chief Financial Officer
  EXHIBIT INDEX
                                    -------------
  
  Exhibit No.        Description
  -----------        -----------
  
     99.1            Press Release dated November 15, 2001 regarding closing of
                     $5,000,000 equity financing.
  
     99.2            Press Release dated December 24, 2001 regarding acquisition
                     of certain assets of Tradenable Inc.
  
     99.3            Press Release dated January 8, 2002 regarding preliminary
                     fourth quarter results and restructuring of the company's
                     business.