<PAGE>
As filed with the Securities and Exchange Commission on August 28, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
CONCENTRIC NETWORK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------------
DELAWARE 65-0257497
- ------------------------------- ----------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
CONCENTRIC NETWORK CORPORATION
10590 NORTH TANTAU AVENUE
CUPERTINO, CA 95014
(408) 342-2800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------
1997 STOCK PLAN
(FULL TITLE OF THE PLAN)
---------------------
MICHAEL F. ANTHOFER
CHIEF FINANCIAL OFFICER
CONCENTRIC NETWORK CORPORATION
10590 NORTH TANTAU AVENUE
CUPERTINO, CA 95014
(408) 342-2800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------------
Copy to:
DAVID J. SEGRE, ESQ.
PAUL B. SHINN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
---------------------
Approximate date of commencement of proposed sale to the public: as soon
as practicable after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plan, please check the following
line: __________
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
line: X
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value.. 750,000 shares(1) $19.07(2) $14,296,875 $4,217.58(2)
===============================================================================
</TABLE>
(1) This total represents the increase in the number of shares authorized to be
issued under the 1997 Stock Plan.
(2) Estimated in accordance with Rule 457(c) and (h) under the Securities Act
of 1933, as amended, solely for the purpose of calculating the total
registration fee. Computation based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
August 27, 1998.
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<PAGE>
CONCENTRIC NETWORK CORPORATION.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, this Registration Statement
is filed solely to register an additional 750,000 shares of the $0.001 par value
common stock of the Registrant reserved for issuance under the Registrant's 1997
Stock Plan, which increase was approved by a majority vote of the stockholders
of the Registrant on May 20, 1998. Pursuant to General Instruction E, the
contents of the Registrant's Registration Statement on Form S-8, File No. 333-
33271, is hereby incorporated by reference.
The following additional exhibits are enclosed for filing:
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- ----------------------------------------------------------------
<S> <C>
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Ernst & Young, L.L.P., Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-2).
</TABLE>
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Concentric Network Corporation, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Cupertino, State of
California, on the 28th day of August 1998.
CONCENTRIC NETWORK CORPORATION
By: /s/ Henry R. Nothhaft
-----------------------------------------
Henry R. Nothhaft
Chairman, President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry R. Nothhaft and Michael F.
Anthofer and each of them, acting individually, as his attorney-in-fact, with
full power of substitution, for him and in any and all capacities, to sign any
and all amendments to this Registration Statement (including post-effective
amendments) on Form S-8, and to file the same, with all exhibits thereto and
other documents in connection there with, with the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorney to any and all amendments to the Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, as amended this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------- --------------------------------------- ---------------
<S> <C> <C>
/s/ Henry R. Nothhaft Chairman, President and Chief August 28, 1998
- --------------------- Executive Officer (Principal Executive
Henry R. Nothhaft Officer), Director
/s/ Michael F. Anthofer Chief Financial Officer (Principal August 28, 1998
- --------------------- Financial and Accounting Officer)
Michael F. Anthofer
Director
- ---------------------
Vinod Khosla
Director
- ---------------------
Franco Regis
/s/ Gary E. Rieschel Director August 28, 1998
- ---------------------
Gary E. Rieschel
/s/ Gordon Martin Director August 28, 1998
- ---------------------
Gordon Martin
</TABLE>
II-2
<PAGE>
CONCENTRIC NETWORK CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- ---------------------------------------------------------------------
<S> <C>
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Ernst & Young, L.L.P., Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-2).
___________
</TABLE>
<PAGE>
Exhibit 5.1
Wilson Sonsini Goodrich & Rosati
Palo Alto, California
August 28, 1998
Concentric Network Corporation
10590 N. Tantau Avenue
Cupertino, CA 95014
Ladies and Gentlemen:
We have acted as your counsel in connection with the filing of the
Registration Statement on Form S-8 (the "Registration Statement") of Concentric
Network Corporation, a Delaware corporation (the "Company") executed by you on
August 28, 1998, and to be filed with the Securities and Exchange Commission
(the "SEC") in connection with the registration under the Securities Act of
1933, as amended, of an additional 750,000 shares ("Shares") of the Company's
common stock, $0.001 par value, which will be issuable from time to time under
the Company's 1997 Stock Plan, as amended (the "Plan").
In connection therewith, we have reviewed such Registration Statement,
certain of the Company's corporate records and proceedings taken in connection
with the adoption of the Plan and the authorization of the issuance of the
Shares and such other factual and legal matters as we have considered necessary
for purposes of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized and, when issued and delivered in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati
Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 1997 Stock Plan of Concentric Network Corporation
of our report dated January 27, 1998, except for the Note 12 as to which the
date is March 31, 1998, with respect to the financial statements and schedule of
Concentric Network Corporation included in its Annual Report (Form 10-K) for the
year ended December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
August 24, 1998
