<PAGE>
As filed with the Securities and Exchange Commission on July 23, 1999
Registration No. 333-
================================================================================
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
1400 Parkmoor Ave.
(408) 817-2800
San Jose, CA 95126
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
----------
1999 NON STATUTORY STOCK OPTION PLAN
1997 STOCK PLAN
(Full title of the plan)
----------
Michael F. Anthofer
Chief Financial Officer
Concentric Network Corporation
1400 Parkmoor Ave.
San Jose, CA 95126
(408) 817-2800
(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
-----
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 Issuable
under:
1999 Nonstatutory Stock Option Plan 400,000 (1) $35.594 (3) $14,237,607.00 $ 3,958.05
1997 Stock Option Plan 2,000,000 (2) $35.594 (3) $71,188,000.00 $ 19,790.26
Total 2,400,000 $35.594 $85,425,600.00 $ 23,748.32 (4)
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) This total represents the increase in the number of shares authorized to be
issued under the 1999 Nonstatutory Stock Option Plan.
(2) This total represents the increase in the number of shares authorized to be
issued under the 1997 Stock Plan.
(3) 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
July 20, 1999.
(4) Amount of Registration Fee was calculated pursuant to Section 6(b) of the
Securities Act of 1933, which states that the fee shall be "$278 per $1
million" of the maximum aggregate price at which such securities are
proposed to be offered. The Registration Fees are therefore calculated by
multiplying the aggregate offering or sales amount by 0.000278.
================================================================================
<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 400,000 shares of the $0.001 par value
common stock of the Registrant reserved for issuance under the Registrant's 1999
Nonstatutory Stock Option Plan which increase was approved by the Board of
Directors of the Registrant on April 20, 1999, and 2,000,000 shares of the
$0.001 par value common stock of the Registrant's 1997 Stock Plan, which
increase was approved by a majority vote of the stockholders of the Registrant
on May 5, 1999. Pursuant to General Instruction E, the contents of the
Registrant's Registration Statement on Form S-8, File No. 333-74759 and on Form
S-8, File No. 333-33271, are hereby incorporated by reference.
The following additional exhibits are enclosed for filing:
Exhibit
Number Description
------- -----------
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-2).
- -------------------
II-1
<PAGE>
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 San Jose, State of
California, on the 20 day of July 1999.
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 therewith, 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 Executive July 20, 1999
- -------------------------------- Officer (Principal Executive Officer),
Henry R. Nothhaft Director
/s/ Michael F. Anthofer Chief Financial Officer (Principal July 20, 1999
- -------------------------------- Financial and Accounting Officer)
Michael F. Anthofer
/s/ Vinod Khosla Director July 20, 1999
- --------------------------------
Vinod Khosla
/s/ Franco Regis Director July 20, 1999
- --------------------------------
Franco Regis
/s/ Randy H. Katz Director July 20, 1999
- --------------------------------
Randy H. Katz
/s/ Peter C. Waal Director July 20, 1999
- --------------------------------
Peter C. Waal
</TABLE>
II-2
<PAGE>
CONCENTRIC NETWORK CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description
------- -----------
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-2).
- ------------------
<PAGE>
Exhibit 5.1
Wilson Sonsini Goodrich & Rosati
Palo Alto, California
July 22, 1999
Concentric Network Corporation
1400 Parkmoor Ave.
San Jose, CA 95126
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
July 20, 1999, 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 400,000 shares ("Shares") of the Company's common
stock, $0.001 par value, which will be issuable from time to time under the
Company's 1999 Nonstatutory Stock Option Plan, as amended and of an additional
2,000,000 Shares which will be issuable from time to time under the Company's
1997 Stock Plan, as amended.
In connection therewith, we have reviewed the Registration Statement,
certain of the Company's corporate records and proceedings taken in connection
with the adoption of the 1999 Nonstatutory Stock Option Plan and the 1997 Stock
Plan as well as 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 AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 1999 Non Statutory Stock Option Plan and the 1997
Stock Option Plan of Concentric Network Corporation of our report dated January
25, 1999, except for Note 15 as to which the date is February 1, 1999, with
respect to the consolidated financial statement of Concentric Network Corportion
included in its Annual Report (Form 10K/A) appearing in the Annual Report on
Form 10-K of Concentric Network Corporation for the year ended December 31, 1998
and the related financial statement schedule filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
July 22, 1999
