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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 31, 1998
NETWORK SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22967 52-1146119
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
505 Huntmar Park Drive, Herndon, Virginia 20170
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 742-0400
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ITEM 5. OTHER EVENTS.
On December 31, 1998, the Board of Directors of Network Solutions, Inc.,
a Delaware corporation (the "Company"), approved a two-for-one split of the
Company's Class A Common Stock and Class B Common Stock ("Common Stock") to be
effected in the form of a stock dividend. The stock split will be effected by
the distribution on March 23, 1999 to stockholders of record as of the close of
business on February 26, 1999 of one additional share of Common Stock for each
share of Common Stock issued and outstanding. The stock split will increase the
number of shares of Common Stock outstanding from approximately 16,485,000 to
approximately 32,970,000.
A copy of the Company's press release, dated January 4, 1999, announcing
the stock split is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
On January 12, 1999, the Company announced that it registered
approximately 1,911,000 net new domain names in 1998, nearly double the
approximately 960,000 net new domain names registered in 1997. Network Solutions
registers domain names in the .com, .org, .net and .edu top levels domains. A
copy of the Company's press release, dated January 12, 1999, announcing the 1998
domain name registrations is attached hereto as Exhibit 99.2 and incorporated by
reference herein.
This report and the Company's press releases attached hereto contain
forward-looking statements that involve risks and uncertainties that could cause
actual results to differ materially from those stated or implied by such
forward-looking statements. The potential risks and uncertainties include, among
others, uncertainty of Internet governance and regulation, increased competition
in the domain name registration business and customer acceptance of new products
and services offered by the Company in addition to or as enhancements of its
registration services. More information about potential factors that could
affect the Company's business and financial results is included in the Company's
annual report on Form 10-K for the year ended December 31, 1997, the Company's
quarterly reports on Form 10-Q for the periods ended March 31, 1998, June 30,
1998 and September 30, 1998, and the Company's Registration Statement on Form
S-3 filed on January 4, 1999, which are on file with the Securities and Exchange
Commission (http://www.sec.gov).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
99.1 Text of Press Release dated January 4, 1999
99.2 Text of Press Release dated January 12, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NETWORK SOLUTIONS, INC.
Date: January 15, 1999 By: /s/ Robert J. Korzeniewski
-----------------------------
Robert J. Korzeniewski
Chief Financial Officer, Acting Chief
Operating Officer and Authorized
Signatory
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NETWORK SOLUTIONS, INC.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
99.1 Text of Press Release dated January 4, 1999
99.2 Text of Press Release dated January 12, 1999
</TABLE>
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Network Solutions Announces
Two-for-One Stock Split
Herndon, Va., January 4, 1999 - Network Solutions, Inc. (NASDAQ:
NSOL) today announced that its board of directors has approved a
two-for-one stock split to be effected in the form of a stock
dividend on its Common Stock.
Network Solutions' stockholders of record at the close of business
on February 26, 1999 will receive one additional share for each
share of Common Stock held at that time. The new shares are
expected to be mailed from the Company's transfer agent,
ChaseMellon Shareholder Services, L.L.C, on March 23, 1999. The
stock split will increase the number of shares of Common Stock
currently outstanding from approximately 16,485,000 to 32,970,000.
Founded in 1979, Network Solutions, Inc. (Nasdaq:NSOL) is an
Internet leader and pioneered the development of registering Web
addresses ending in com, .net, .org, and .edu. Network Solutions
also provides enterprise network services that focus on assisting
large commercial organizations in the evolution and management of
their enterprise networks. For more information, see
networksolutions.com web site.
For Network Solutions:
Media: Christopher Clough, [email protected], (703) 742-4706
Investor Relations: Sean McClorey, [email protected], 703/326-6090
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Network Solutions Registers Record Number
of Web Addresses In 1998
U.S., Canada and U.K. Lead Globally; California, New York and Florida Top U.S.
Herndon, Va., January 12, 1998 - Network Solutions, Inc. (NASDAQ: NSOL) today
announced that it registered approximately 1,911,000 net new domain names (Web
addresses) in 1998, nearly double the 1997 total of 960,000 net new
registrations. Network Solutions registers Web addresses ending in .com, .net,
.org and .edu. Among these top-level domain names, .com is the most sought
after, accounting for nearly 84 percent of Network Solutions' cumulative total
registrations.
"In 1998 dot com became a household name across the globe as more
Internet users came online to communicate and set up shop," said Robert
Korzeniewski, chief financial officer and acting chief operating officer,
Network Solutions. "Net new Internet registrations nearly doubled for the second
consecutive year and were up almost 300 percent from 1996 figures. Network
Solutions achieved this growth in part through strategic relationships with
leading Internet service providers. At the same time Network Solutions
introduced several complementary services including dot com mail.(TM)"
Approximately 70 percent of net new registrations in 1998 were completed
for U.S. businesses and individuals, compared to international registrations of
approximately 30 percent -- virtually unchanged from 1997 levels. In 1998,
Network Solutions registered the greatest number of Web addresses in the
following countries:
1. United States 7. Spain
2. Canada 8. Italy
3. United Kingdom 9. Netherlands
4. Germany 10. China
5. France 11. Japan
6. Sweden 12. Australia
A state-by-state breakdown shows Network Solutions had the highest number
of registrations in 1998 in California. The top 12 states by number of
registrations are:
1. California 7. Massachusetts
2. New York 8. Pennsylvania
3. Florida 9. Washington
4. Texas 10. Ohio
5. New Jersey 11. Virginia
6. Illinois 12. Maryland
Network Solutions, Inc. (NASDAQ: NSOL) is an Internet leader and pioneered
the development of registering Web addresses ending in .com, .net, .org
and .edu. Web addresses provide a unique Internet identity for communications,
marketing and e-commerce. Network Solutions also facilitates registration of
Web addresses in more than 200 country-code TLDs. Marketed as the dot com
people,(TM) Network Solutions offers a package of registration services to the
growing numbers of small businesses coming online who want to establish a
unique identity and build their brand online including: RegistrationPlus,(TM) a
real-time, online registration or reservation service; and dot com mail,(TM) a
portable, personal Web or POP-
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based e-mail service to help small businesses maximize their brand names on the
Internet. Network Solutions also provides enterprise network services that
focus on assisting large commercial organizations in the evolution and
management of their enterprise networks. For more information, see the
www.networksolutions.com Web site.
For Network Solutions, Media: Cheryl Regan, [email protected] 703/742-4847
Investor Relations: Sean McClorey, [email protected] 703/326-6090
Statements in this announcement other than historical data and information
constitute forward looking statements that involve risks and uncertainties that
could cause actual results to differ materially from those stated or implied by
such forward-looking statements. The potential risks and uncertainties include,
among others, the company's limited operating history in its subscription-based
model, uncertainty of Internet governance and regulation, increased competition
in the domain name registration business and customer acceptance of new products
and services offered by the company in addition to or as enhancements of its
registration services. More information about potential factors that could
affect the company's business and financial results is included in the company's
filings with the Securities and Exchange Commission, especially in the company's
Annual Report on Form 10-K for the year ended December 31, 1997 and Quarterly
Reports on Form 10-Q for the periods ended March 31, 1998, June 30, 1998 and
September 30, 1998.
