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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Network Solutions, Inc.
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(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 52-1146119
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
505 Huntmar Park Drive, Herndon, Virginia 20170
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. box. X
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Securities Act registration statement file number to which this form
relates: 333-30705
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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<S> <C>
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
This amendment is being filed to change the title of registrant's
registered security from Class A Common Stock, par value $0.001 per share (the
"Class A Common Stock") to common stock, par value $0.001 per share (the "Common
Stock"). The title of the Class A Common Stock was changed to Common Stock in
the registrant's Certificate of Amendment of Second Amended and Restated
Certificate of Incorporation which was filed with the Secretary of State of
Delaware on June 17, 1999. The description of the Class A Common Stock that is
contained under the caption "Description of Capital Stock" in the Registrant's
Registration Statement on Form S-1(File No. 333-30705) (the "Registration
Statement") is incorporated herein by reference as the description of the Common
Stock.
Item 2. Exhibits.
The following exhibits are filed as a part of this Registration
Statement:
1. Certificate of Amendment of Second Amended and Restated
Certificate of Incorporation of Network Solutions, Inc. filed with
the Delaware Secretary of State on June 17, 1999.
2. Form of stock certificate for Common Stock of Registrant
(incorporated herein by reference to Exhibit 4.1 of the
Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Network Solutions, Inc.
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(Registrant)
Dated: June 17, 1999 By: /s/ JAMES P. RUTT
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James P. Rutt
Chief Executive Officer
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit Numbered
Number Exhibit Page
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<C> <S> <C>
1. Certificate of Amendment of Second Amended
and Restated Certificate of Incorporation of
Network Solutions, Inc.
2. Form of stock certificate for Common Stock
of Registrant (incorporated herein by reference
to Exhibit 4.1 of the Registration Statement.)
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CERTIFICATE OF AMENDMENT
OF
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NETWORK SOLUTIONS, INC.
NETWORK SOLUTIONS, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors (the "Board") of said corporation, at
a meeting of the Board held on February 16, 1999, adopted a resolution proposing
and declaring advisable the following amendment to the Second Amended and
Restated Certificate of Incorporation (the "Certificate of Incorporation") of
said corporation:
RESOLVED, that upon the approval of the stockholders of this
Corporation, the Corporation amend its Certificate of Incorporation by
deleting in its entirety Section A of Article IV of the Certificate of
Incorporation and substituting in lieu thereof the following:
A. The total number of shares of stock that the Corporation
shall have authority to issue is two hundred twenty million
(220,000,000) of which (i) two hundred ten million (210,000,000)
shares shall be shares of common stock, $0.001 par value per share
(the "Common Stock"), and (ii) ten million (10,000,000) shares
shall be shares of preferred stock, $0.001 par value per share
(the "Preferred Stock"). On the effective date of this Amendment,
each outstanding share of the Corporation's Class A common stock,
par value $0.001 per share, and Class B common stock par value
$0.001 per share, shall be automatically reclassified and
converted into one share of Common Stock.
SECOND: That the stockholders of said corporation have approved said
amendment in accordance with the provisions of Section 242 of the Delaware
General Corporation Law at a meeting of the stockholders held on May 18, 1999.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the provisions of Section 242 of the Delaware General Corporation Law.
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IN WITNESS WHEREOF, said NETWORK SOLUTIONS, INC., has caused this
certificate to be signed by James P. Rutt, Chief Executive Officer, this 15th
day of June, 1999.
/s/ JAMES P. RUTT
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James P. Rutt
Chief Executive Officer
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