<PAGE>
As filed with the Securities and Exchange Commission on June 14, 2000
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)
1400 Parkmoor Ave.
San Jose, CA 95126
(408) 817-2800
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
1997 Stock Plan
1997 Employee Stock Purchase Plan
The Concentric Networks United Kingdom Limited Share Option Scheme
The Concentric Network Corporation Netherlands
Share Option Scheme
--------------------
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:
Aaron J. Alter, 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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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value issuable under:
1997 Employee Stock Purchase Plan 800,000(2) $41,93(2) $33,544,000.00(3) $8,855.62 (3)
1997 Stock Plan 1,817,083(2) $49.34(4) $89,654,875.22(4) $23,668.89(4)
The Concentric Network Corporation United 1,000,000 $49.34(4) $49,340,000.00(4) $13,025.76(4)
Kingdom Limited Share Option Scheme
The Concentric Network Corporation 500,000 $49.34(4) $24,670,000.00(4) $6,512.88 (4)
Netherlands Share Option Scheme
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Total 4,117,083 $197,208,875.22 $52,063.15
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</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the plans being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
(2) The shares to be registered under this Registration Statement reprent
additional shares authorized to be issued under the 1997 Employee Stock
Purchase Plan and the 1997 Stock Plan. An aggregate of 500,000 shares under
the 1997 Stock Purchase Plan and 1,500,000 shares under the 1997 Stock Plan
were previously registered on Registrant's Registration Statement on
Form S-8 (SEC File No. 333-33271) filed with the Securities and Exchange
Commission on August 8, 1997.
(3) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Act") soely for the purpose of calculating the total
registration fee. Because the price at which shares will be issued in the
future is not currently determinable, computation is based upon 85% of the
per share price of the average between the ask and bid price as reported on
the Nasdaq National Market on June 8, 2000, which average was $49.34.
(4) Estimated pursuant to Rule 457(c) under the Act solely for the purpose of
calculating the total registration fee. Because the price at which share to
be granted in the future is not currently determinable, computation is
based pursuant to Rule 457(c) whereby the per share price is the average
between the ask and bid price of as reported on the Nasdaq National Market
on June 8, 2000, which average was $49.34.
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CONCENTRIC NETWORK CORPORATION.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
The following documents and information filed with the Securities and
Exchange Commission (the "Commission") by the registrant are incorporated herein
by reference:
(a) The registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (File No. 000-22575) pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(b) The Company's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1999 (File No. 000-22575) pursuant to Section
13(a) of the Exchange Act.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the latest fiscal year covered by
the document referred to in (a) above.
(c) The description of the Company's Common Stock which is contained
in the Company's Registration Statement on Form 8-A filed with
the Commission pursuant to Section 12 of the Exchange Act, and
any description of any securities of the Registrant which is
contained in any registration statement filed after the date
hereof under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating any such
description.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description Of Securities.
The class of securities to be offered is registered under Section 12
of the Exchange Act.
Item 5. Interests Of Named Experts And Counsel.
None.
Item 6. Indemnification Of Directors And Officers.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933.
The registrants Bylaws provide for indemnification of its directors, officers,
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employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. In addition, the registrant maintains liability
insurance for its directors and principal executive officers, including
insurance against liabilities under the Securities Act of 1933 pursuant to a
written agreement with each such director and officer.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 June be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 June 13, 2000.
By: /s/ Henry R. Nothhaft
---------------------------------------
Henry R. Nothhaft
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, jointly and severally, as his true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully and to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, June lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, 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 Director and Chairman of the Board June 13, 2000
-----------------------------------
Henry R. Nothhaft
s/ Henry R. Nothhaft President, Chief Executive Officer and June 13, 2000
----------------------------------- Director (Principal Executive Officer)
Henry R. Nothhaft
/s/ Michael F. Anthofer Chief Financial (Principal Financial and June 13, 2000
----------------------------------- Accounting Officer)
Michael F. Anthofer
/s/ Vinod Khosla Director June 13, 2000
-----------------------------------
Vinod Khosla
June 13, 2000
/s/ Peter Waal Director
-----------------------------------
Peter Waal
/s/ Randy Katz Director June 13, 2000
-----------------------------------
Randy Katz
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
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<S> <C>
4.1 The Concentric Networks United Kingdom Limited Share Option Scheme
4.2 The Concentric Network Corporation Netherlands Share Option Scheme
4.3* 1997 Stock Plan
4.4* 1997 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati
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-4)
</TABLE>
* Incorporated by reference to exhibits filed with the Company's Amendment No.
2 to Registration Statement on Form S-1 (File No. 333-27241), as filed on
June 23, 1997.
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