As filed with the Securities and Exchange Commission on January 7, 1998
Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NETWORK SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1146119
------------------------------ ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
505 Huntmar Park Drive
Herndon, VA 20170
------------------------------ ------------------------------
(Address of Principal (Zip Code)
Executive Offices)
NETWORK SOLUTIONS, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
COPY TO:
GABRIEL A. BATTISTA JONATHAN W. EMERY
Network Solutions, Inc. Network Solutions, Inc.
505 Huntmar Park Drive 505 Huntmar Park Drive
Herndon, VA 20170 Herndon, VA 20170
(703) 742-0400 (703) 742-0400
------------------------------ ------------------------------
(Name, address and telephone number,
including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered per Share(1) Offering Price(1) Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 250,000 shares $12.81 $3,202,500.00 $944.74
par value $.001
- ---------------------------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(c) for the purpose of computing
the amount of the registration fee based on the average of the high
and low prices of the Company's Common Stock as reported on the
Nasdaq National Market on December 30, 1997.
</TABLE>
-----------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933, as amended.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
- ------ ----------------
Item 2. Registrant Information and Employee Plan Annual Information.*
- ------ -----------------------------------------------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act") and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- ------ -----------------------------------------------
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) Registrant's prospectus dated September 26, 1997 filed pursuant to
Rule 424(b) under the Securities Act (in connection with Registrant's
Registration Statement on Form S-1, File No. 333-30507 (the "Form S-1
Registration Statement")), which contains the statements of financial position
of the Registrant as of December 31, 1995 and 1996 and as of June 30, 1997
(unaudited) and the related statements of operations, stockholders' equity and
cash flows for the year ended December 31, 1994, for the period from January 1,
1995 to March 10, 1995 and March 11, 1995 to December 31, 1995, for the year
ended December 31, 1996 and for the six months ended June 30, 1997 (unaudited),
together with the report thereon of Price Waterhouse LLP, independent
accountants.
(2) The description of Registrant's Class A Common Stock contained in
Registrant's registration statement on Form 8-A, filed August 8, 1997.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
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.
- ------ -------------------------
Not applicable.
-2-
<PAGE>
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
The financial statements of Network Solutions, Inc. incorporated by
reference in this registration statement have been audited by Price Waterhouse
LLP, independent auditors, to the extent indicated in its report thereon also
incorporated by reference. Such financial statements have been incorporated
herein by reference in reliance upon each of such reports given upon the
authority of said firm as experts in auditing and accounting.
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act. Article IX of the Registrant's Restated Certificate of
Incorporation (Exhibit 3.1(c) to the Form S-1 Registration Statement) limits the
liability of the Registrant's directors to the extent and under the
circumstances permitted by the Delaware General Corporation Law.
The Underwriting Agreement (Exhibit 1.1 to the Form S-1 Registration
Statement) provides for indemnification by the Underwriters of the Registrant,
its directors and officers, and by the Registrant of the Underwriters, for
certain liabilities, including liabilities arising under the Securities Act, and
affords certain rights of contribution with respect thereto.
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 prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
-3-
<PAGE>
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act 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 may 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
Securities 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 and will be governed by the final adjudication of such issue.
-4-
<PAGE>
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 Herndon, State of Virginia, on January 7, 1998.
NETWORK SOLUTIONS, INC.
By /s/ GABRIEL A. BATTISTA
------------------------------
Gabriel A. Battista
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gabriel A. Battista and Robert J.
Korzeniewski, and each of them his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him or her
and in his or her 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 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, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or her
substitute or substitutes, may 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 date indicated:
Name Title Date
---- ----- ----
/s/ GABRIEL A. BATTISTA Chief Executive Officer and January 7, 1998
- ----------------------------- Director
Gabriel A. Battista
/s/ ROBERT J. KORZENIEWSKI Chief Financial Officer December 22, 1997
- ----------------------------- (Principal Financial Officer)
Robert J. Korzeniewski
<PAGE>
Name Title Date
---- ----- ----
/s/ RUSSELL L. HELBERT* Controller (Principal December 26, 1997
- ----------------------------- Accounting Officer)
Russell L. Helbert*
/s/ MICHAEL A. DANIELS* Chairman of the Board January 6, 1998
- -----------------------------
Michael A. Daniels*
/s/ J. ROBERT BEYSTER* Director December 26, 1997
- -----------------------------
J. Robert Beyster*
/s/ CRAIG I. FIELDS* Director December 26, 1997
- -----------------------------
Craig I. Fields*
/s/ JOHN E. GLANCY* Director December 26, 1997
- -----------------------------
John E. Glancy*
/s/ WILLIAM A. ROPER, JR.* Director December 26, 1997
- -----------------------------
William A. Roper, Jr.*
/s/ STRATTON D. SCALVOS* Director December 20, 1997
- -----------------------------
Stratton D. Scalvos
/s/ DONALD N. TELAGE* Director December 19, 1997
- -----------------------------
Donald N. Telage*
*By /s/ ROBERT J. KORZENIEWSKI
------------------------------
(Robert J. Korzeniewski,
Attorney-in-Fact)
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Exhibit
- ------- -------
4.1* Specimen Common Stock Certificate
5.1 Opinion regarding legality of securities to be offered
10.1 1997 Employee Stock Purchase Plan
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Pillsbury Madison & Sutro LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (see page I)
- -----------------
* Incorporated by reference to Exhibit 4.1 to Registrant's Registration
Statement on Form S-1, No. 333-30507.
EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
2550 HANOVER STREET
PALO ALTO, CA 94305
Tel: (650) 233-4500
Fax: (650) 233-4545
January 6, 1998
Network Solutions, Inc.
505 Huntmar Park Drive
Herndon, VA 20170
Re: Registration Statement on Form S-8
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Network Solutions, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, relating to 250,000 shares of the Company's Class A Common
Stock issuable pursuant to the Company's 1997 Employee Stock Purchase Plan (the
"Plan"), it is our opinion that such shares of the Common Stock of the Company,
when issued and sold in accordance with the Plan will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
01788
NETWORK SOLUTIONS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
Section 1. Establishment of the Plan......................................1
Section 2. Definitions....................................................1
Section 3. Shares Authorized..............................................2
Section 4. Administration.................................................2
Section 5. Eligibility and Participation..................................2
Section 6. Participation Periods..........................................3
Section 7. Purchase Price.................................................3
Section 8. Employee Contributions.........................................3
Section 9. Plan Accounts; Purchase of Shares..............................3
Section 10. Withdrawal From the Plan.......................................4
Section 11. Effect of Termination of Employment or Death...................4
Section 12. Rights Not Transferable........................................5
Section 13. Recapitalization, Etc..........................................5
Section 14. Limitation on Stock Ownership..................................5
Section 15. No Rights as an Employee.......................................6
Section 16. Rights as a Stockholder........................................6
Section 17. Use of Funds...................................................6
Section 18. Amendment or Termination of the Plan...........................6
Section 19. Governing Law..................................................6
-i-
<PAGE>
NETWORK SOLUTIONS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
Section 1. Establishment of the Plan.
- --------- -------------------------
The Network Solutions, Inc. 1997 Employee Stock Purchase Plan (the
"Plan") is hereby established to provide Eligible Employees with an opportunity
to purchase the Company's Class A Common Stock so that they may increase their
equity interest in and share in the success of the Company. The Plan, which
provides for the purchase of stock through payroll withholding, is intended to
qualify under Section 423 of the Code.
Section 2. Definitions.
- --------- -----------
(a) "Board of Directors" or "Board" means the Board of Directors of the
Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Company" means Network Solutions, Inc., a Delaware corporation.
(d) "Compensation" means the base compensation paid to a Participant
during a Participation Period in cash or in kind including overtime, commissions
and shift differential. Incentive compensation, other bonuses and other forms of
compensation for work outside the regular work schedule are excluded.
(e) "Date of Participation" means the first day of a Participation
Period.
(f) "Eligible Employee" means any Employee of a Participating Company
(i) whose customary employment is for more than five months per calendar year
and for more than 20 hours per week and (ii) who is an Employee at the
commencement of a Participation Period.
(g) "Employee" means any common-law employee of a Participating
Company.
(h) "Fair Market Value" shall mean (i) the closing price of a share of
Stock on the principal exchange which the shares are trading on the first
trading day immediately preceding the date on which the Fair Market Value is
determined, or (ii) if the shares are not traded on an exchange but are quoted
on the Nasdaq National Market or a successor quotation system, the closing price
on the Nasdaq National Market or such successor quotation system on the first
trading day immediately preceding the date on which the Fair Market Value is
determined, or (iii) if the shares are not traded on an exchange or quoted on
the Nasdaq National Market or a successor quotation system, the fair market
value of a share as determined by the Plan Administrator in good faith. Such
determination shall be conclusive and binding on all persons.
(i) "Participant" means an Eligible Employee who elects to participate
in the Plan, as provided in Section 5 hereof.
(j) "Participating Company" means the Company and such present or
future Subsidiaries of the Company as the Board of Directors shall from time to
time designate.
(k) "Participation Period" means a period during which contributions
may be made toward the purchase of Stock under the Plan, as determined pursuant
to Section 6.
-1-
<PAGE>
(l) "Plan Account" means the account established for each Participant
pursuant to Section 9(a).
(m) "Purchase Price" means the price at which Participants may purchase
Stock under Section 5 of the Plan, as determined pursuant to Section 7.
(n) "Stock" means the Class A Common Stock of the Company.
(o) "Subsidiary" means a subsidiary corporation as defined in Section
424 of the Code.
Section 3. Shares Authorized.
- --------- -----------------
The maximum aggregate number of shares which may be offered under the
Plan shall be 250,000 shares of Stock, subject to adjustment as provided in
Section 13 hereof.
Section 4. Administration.
- --------- --------------
(a) The Plan shall be administered by a Plan Administrator appointed by
the Board of Directors. The interpretation and construction by the Plan
Administrator of any provision of the Plan or of any right to purchase stock
qualified hereunder shall be conclusive and binding on all persons.
(b) No member of the Board or the Plan Administrator shall be liable
for any action or determination made in good faith with respect to the Plan or
the right to purchase Stock hereunder. The Plan Administrator shall be
indemnified by the Company against the reasonable expenses, including attorney's
fees actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
he or she may be a party by reason of any action taken or failure to act under
or in connection with the Plan or any stock purchased thereunder, and against
all amounts paid by him or her in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid by him
or her in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that the Plan Administrator is liable for negligence or
misconduct in the performance of his or her duties; provided that within sixty
(60) days after institution of any such action, suit or proceeding, the Plan
Administrator shall in writing offer the Company the opportunity, at its own
expense, to handle and defend the same.
(c) All costs and expenses incurred in administering the Plan shall be
paid by the Company. The Board or the Plan Administrator may request advice for
assistance or employ such other persons as are necessary for proper
administration of the Plan. A Participant who withdraws from the Plan in
accordance with Section 10 may again become a Participant, if he or she then is
an Eligible Employee, by following the procedure described in Section 5(a).
Section 5. Eligibility and Participation.
- --------- -----------------------------
(a) Any person who qualifies or will qualify as an Eligible Employee on
the Date of Participation with respect to a Participation Period may elect to
participate in the Plan for such Participation Period. An Eligible Employee may
elect to participate by executing the participation agreement prescribed for
such purpose by the Plan Administrator. The participation agreement shall be
filed with the Plan Administrator no later than the deadline stated on the
participation agreement, and if none is stated, then no later than the first day
of the Participation Period. The Eligible Employee shall designate on the
participation agreement the percentage of his or her Compensation
-2-
<PAGE>
which he or she elects to have withheld for the purchase of Stock, which may be
any whole percentage of the Participant's Compensation specified by the Plan
Administrator.
(b) By enrolling in the Plan, a Participant shall be deemed to have
elected to purchase the maximum number of whole shares of Stock which can be
purchased with the amount of the Participant's Compensation which is withheld
during the Participation Period, subject to any limitations imposed by the Plan
Administrator pursuant to Section 6, and/or Section 14.
(c) Once enrolled, a Participant will continue to participate in the
Plan for each succeeding Participation Period until he or she terminates
participation or ceases to qualify as an Eligible Employee. A Participant who
withdraws from the Plan in accordance with Section 10 may again become a
Participant, if he or she then is an Eligible Employee, by following the
procedure described in Section 5(a).
Section 6. Participation Periods.
- --------- ---------------------
The Plan shall be implemented by one or more Participation Periods of
not more than twenty-seven (27) months each. The Plan Administrator shall
determine the commencement date and duration of each Participation Period, the
purchase dates that may occur during a Purchase Period and the maximum number of
shares that may be purchased by a Participant during the Participation Period.
Section 7. Purchase Price.
- --------- --------------
The Purchase Price for each share of Stock shall be the lesser of (i)
eighty-five percent (85%) of the Fair Market Value of such share on the Date of
Participation or (ii) eighty-five percent (85%) of the Fair Market Value of such
share on the last trading day prior to the date shares are purchased.
Section 8. Employee Contributions.
- --------- ----------------------
A Participant may purchase shares of Stock solely by means of payroll
deductions. Payroll deductions, as designated by the Participant pursuant to
Section 5(a), shall commence with the first paycheck issued during the
Participation Period and shall be deducted from each subsequent paycheck
throughout the Participation Period. If a Participant desires to decrease the
rate of payroll withholding during the Participation Period, he or she may do
so, if permitted by the Plan Administrator, by filing a new participation
agreement with the Plan Administrator. Such decrease will be effective as of the
first day of the second payroll period which begins following the receipt of the
new participation agreement. If a Participant desires to increase the rate of
payroll withholding, he or she may do so effective for the next Participation
Period by filing a new participation agreement with the Plan Administrator on or
before the date specified by the Plan Administrator, and if none is stated, then
no later than the first day of the Participation Period for which such change is
to be effective.
Section 9. Plan Accounts; Purchase of Shares.
- --------- ---------------------------------
(a) The Company will maintain a Plan Account on its books in the name
of each Participant. At the close of each pay period, the amount deducted from
the Participant's Compensation will be credited to the Participant's Plan
Account.
(b) As of the last day of each Participation Period, the amount then in
the Participant's Plan Account will be divided by the Purchase Price, and the
number of whole shares which results (subject to the limitations described in
Sections 5(b), 9(c) and 14) shall be purchased from the Company with the funds
in the Participant's Plan Account. Share certificates representing the
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<PAGE>
number of shares of Stock so purchased shall be delivered to the Plan
Administrator and kept in an account pursuant to a participation agreement
between each Participant and the Company and subject to the conditions described
therein which may include a requirement that shares of Stock be held and not
sold for certain time periods.
(c) In the event that the aggregate number of shares which all
Participants elect to purchase during a Participation Period shall exceed the
number of shares remaining available for issuance under the Plan, then the
number of shares to which each Participant shall become entitled shall be
determined by multiplying the number of shares available for issuance by a
fraction the numerator of which is the sum of the number of shares the
Participant has elected to purchase pursuant to Section 5, and the denominator
of which is the sum of the number of shares which all employees have elected to
purchase pursuant to Section 5. Any cash amount remaining in the Participant's
Plan Account under these circumstances shall be refunded to the Participant.
(d) Any amount remaining in the Participant's Plan Account caused by a
surplus due to fractional shares after deducting the amount of the Purchase
Price for the number of whole shares issued to the Participant shall be carried
over in the Participant's Plan Account for the succeeding Participation Period,
without interest. Any amount remaining in the Participant's Plan Account caused
by anything other than a surplus due to fractional shares shall be refunded to
the Participant in cash, without interest.
(e) As soon as practicable following the end of each Participation
Period, the Company shall deliver to each Participant a Plan Account statement
setting forth the amount of payroll deductions, the purchase price, the number
of shares purchased and the remaining cash balance, if any.
Section 10. Withdrawal From the Plan.
- ---------- ------------------------
A Participant may elect to withdraw from participation under the Plan at
any time up to the last day of a Participation Period by filing the prescribed
form with the Plan Administrator. As soon as practicable after a withdrawal,
payroll deductions shall cease and all amounts credited to the Participant's
Plan Account will be refunded in cash, without interest. A Participant who has
withdrawn from the Plan shall not be a Participant in future Participation
Periods, unless he or she again enrolls in accordance with the provisions of
Section 5.
Section 11. Effect of Termination of Employment or Death.
- ---------- --------------------------------------------
(a) Termination of employment as an Eligible Employee for any reason,
including death, shall be treated as an automatic withdrawal from the Plan under
Section 10. A transfer from one Participating Company to another shall not be
treated as a termination of employment.
(b) A Participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the Participant's Account under
the Plan in the event of such Participant's death subsequent to the purchase of
shares but prior to delivery to him of such shares and cash. In addition, a
Participant may file a written designation of a beneficiary who is to receive
any cash from the Participant's Account under the Plan in the event of such
Participant's death prior to the last day of a Participation Period.
(c) Such designation of beneficiary may be changed by the Participant
at any time by written notice. In the event of the death of a Participant in the
absence of a valid designation of a beneficiary who is living at the time of
such Participant's death, the Company shall deliver such shares and/or cash to
the executor or administrator of the estate of the Participant; or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in
-4-
<PAGE>
its discretion, may deliver such shares and/or cash to the spouse or to any one
or more dependents or relatives of the Participant; or if no spouse, dependent
or relative is known to the Company, then to such other person as the Company
may designate.
Section 12. Rights Not Transferable.
- ---------- -----------------------
The rights or interests of any Participant in the Plan, or in any Stock
or moneys to which he or she may be entitled under the Plan, shall not be
transferable by voluntary or involuntary assignment or by operation of law, or
by any other manner other than as permitted by the Code or by will or the laws
of descent and distribution. If a Participant in any manner attempts to
transfer, assign or otherwise encumber his or her rights or interest under the
Plan, other than as permitted by the Code or by will or the laws of descent and
distribution, such act shall be treated as an automatic withdrawal under Section
10.
Section 13. Recapitalization, Etc.
- ---------- ----------------------
(a) The aggregate number of shares of Stock offered under the Plan, the
number and price of shares which any Participant has elected to purchase
pursuant to Section 5 and the maximum number of shares which a Participant may
elect to purchase under the Plan in any Participation Period shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock resulting from a subdivision or consolidation of shares or any
other capital adjustment, the payment of a stock dividend, or other increase or
decrease in such shares effected without receipt of consideration by the
Company.
(b) In the event of a dissolution or liquidation of the Company, or a
merger or consolidation to which the Company is a constituent corporation, this
Plan shall terminate, unless the plan of merger, consolidation or reorganization
provides otherwise, and all amounts which each Participant has paid towards the
Purchase Price of Stock hereunder shall be refunded, without interest.
(c) The Plan shall in no event be construed to restrict in any way the
Company's right to undertake a dissolution, liquidation, merger, consolidation
or other reorganization.
Section 14. Limitation on Stock Ownership.
- ---------- -----------------------------
Notwithstanding any provision herein to the contrary, no Participant
shall be permitted to elect to participate in the Plan (i) if such Participant,
immediately after his or her election to participate, would own stock possessing
five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or any parent or Subsidiary of the Company, or
(ii) if under the terms of the Plan the rights of the Employee to purchase Stock
under this Plan and all other qualified employee stock purchase plans of the
Company or its Subsidiaries would accrue at a rate which exceeds twenty-five
thousand dollars ($25,000) of the Fair Market Value of such Stock (determined at
the time such right is granted) for each calendar year for which such right is
outstanding at any time. For purposes of this Section 14, ownership of stock
shall be determined by the attribution rules of Section 424(d) of the Code, and
Participants shall be considered to own any stock which they have a right to
purchase under this or any other stock plan.
Section 15. No Rights as an Employee.
- ---------- ------------------------
Nothing in the Plan shall be construed to give any person the right to
remain in the employ of a Participating Company. Each Participating Company
reserves the right to terminate the employment of any person at any time and for
any reason.
-5-
<PAGE>
Section 16. Rights as a Stockholder.
- ---------- -----------------------
A Participant shall have no rights as a stockholder with respect to any
shares he or she may have a right to purchase under the Plan until the date such
shares are actually purchased for the Participant's account, subject to the
stockholders' approval of the adoption of the Plan.
Section 17. Use of Funds.
- ---------- ------------
All payroll deductions received or held by the Company under the Plan
may be used by the Company for any corporate purpose, and the Company shall not
be obligated to segregate such payroll deductions in separate accounts.
Section 18. Amendment or Termination of the Plan.
- ---------- ------------------------------------
The Board of Directors shall have the right to amend, modify or
terminate the Plan at any time without notice. An amendment of the Plan shall be
subject to stockholder approval only to the extent required by applicable laws,
regulations or rules.
Section 19. Governing Law.
- ---------- -------------
The Plan shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Delaware.
To record the adoption of the Plan by the Board of Directors, effective
as November 11, 1997, and subject to stockholder approval, the Company has
caused its authorized officer to execute the same on ________________, 1997.
NETWORK SOLUTIONS, INC.
By
--------------------------------
Gabriel A. Battista
Chief Executive Officer
-6-
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated March 17, 1997, except
as to Note 13 which is as of June 26, 1997, which appear on pages F-2 and F-3 of
Network Solutions, Inc.'s Prospectus dated September 26, 1997. We also consent
to the reference to us under the heading "Interests of Named Experts and
Counsel" in this Registration Statement.
PRICE WATERHOUSE LLP
Falls Church, VA
December 31, 1997
