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As filed with the Securities and Exchange Commission on October 28, 1999
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
NETWORK SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 52-1146119
- ------------------------------------------ --------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
505 Huntmar Park Drive
Herndon, VA 20170
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(Address of Principal Executive Offices) (Zip Code)
</TABLE>
NETWORK SOLUTIONS, INC. 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
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<S> <C>
Copy to:
JAMES P. RUTT 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)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Amount to be Proposed Proposed Amount of
Securities Registered (1) Maximum Offering Maximum Registration
to be Registered Price per Share (2) Aggregate Offering Price (2) Fee (3)
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<S> <C> <C> <C> <C>
Common Stock 659,808 shares $91.44 $60,156,040 $16,723.38
par value $.001 under
1996 Stock Incentive Plan
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</TABLE>
(1) Calculated pursuant to General Instruction E on Form S-8. This amount
covers shares of the Registrant's Common Stock which became issuable
pursuant to an evergreen provision under the Network Solutions, Inc. 1996
Stock Incentive Plan. This Registration Statement shall also cover any
additional shares of Registrant's Common Stock which become issuable under
the Network Solutions, Inc. 1996 Stock Incentive Plan by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the Registrant's receipt of consideration which results in
an increase in the number of the Registrant's outstanding shares of Common
Stock, including shares of the Registrant's Common Stock which became
issuable pursuant to a two-for-one stock split effected in the form of a
dividend on the Registrant's Common Stock, which was paid on March 23,
1999.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices as reported on the Nasdaq
National Market on October 22, 1999.
(3) The registration fee has been calculated pursuant to Rule 457(h) under the
Securities Act of 1933, as amended (the "1933 Act").
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The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the 1933 Act.
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INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E
TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.
The Registrant's Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the "Commission") on February 9, 1998 (File
No. 333-45873) is hereby incorporated by reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "1934 Act"), filed with the Commission on March 30, 1999 and
Quarterly Report on Form 10-Q for the period ending June 30, 1999, filed with
the Commission on August 16, 1999.
(2) The Registrant's registration statement on Form 8-A (File No.
000-22967), filed with the Commission on August 8, 1997 and Form 8-A/A (File
No. 000-22967), filed with the Commission on June 16, 1999, including the
description of Registrant's Common Stock stated therein.
(3) The Registrant's Current Reports on Form 8-K filed with the
Commission on October 9, 1998, November 20, 1998, January 15, 1999, February 9,
1999, February 11, 1999 and October 6, 1999.
In addition, all documents subsequently filed by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, 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.
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit Number Exhibit
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<S> <C>
5 Opinion regarding legality of securities to be offered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5).
24 Power of Attorney (see page 3).
99.1 Networks Solution, Inc. 1996 Stock Incentive Plan, as amended and
restated effective July 7, 1997. (Incorporated by reference to Exhibit
10.4 to Registrant's Registration Statement on Form S-1, No.
333-30705).
99.2 Network Solutions, Inc. 1996 Stock Incentive Plan Form of Nonstatutory
Stock Option Agreement. (Incorporated by reference to Exhibit 10.4 to
Registrant's Registration Statement on Form S-1, No. 333-30705).
99.3 Network Solutions, Inc. 1996 Stock Incentive Plan Form of Incentive
Stock Option Agreement. (Incorporated by reference to Exhibit 10.4 to
Registrant's Registration Statement on Form S-1, No. 333-30705).
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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, Commonwealth of Virginia, on
October 27, 1999.
NETWORK SOLUTIONS, INC.
By /s/ J. P. RUTT
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James P. Rutt
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James P. Rutt and Jonathan W. Emery, and
each of them, 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 exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 might or could do in person, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents, or their substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
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<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ J. P. RUTT
- ------------------------- Chief Executive Officer and Director October 27, 1999
James P. Rutt
/s/ MICHAEL A. DANIELS
- ------------------------- Chairman of the Board October 27, 1999
Michael A. Daniels
/s/ ROBERT J. KORZENIEWSKI
- -------------------------- Chief Financial Officer (Principal Financial October 27, 1999
Robert J. Korzeniewski Officer)
/s/ MICHAEL VOSLOW
- ------------------------- Vice President, Finance and Treasurer (Principal October 27, 1999
Michael G. Voslow Accounting Officer)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ ALAN BARATZ
- ------------------------- Director October 27, 1999
Alan Baratz
/s/ J. R. BEYSTER
- ------------------------- Director October 27, 1999
J. Robert Beyster
/s/ CRAIG FIELDS
- ------------------------- Director October 27, 1999
Craig I. Fields
/s/ JOHN E. GLANCY
- ------------------------- Director October 27, 1999
John E. Glancy
/s/ J. D. HEIPT
- ------------------------- Director October 27, 1999
J. Dennis Heipt
/s/ W. A. ROPER
- ------------------------- Director October 27, 1999
William A. Roper, Jr.
/s/ STRATTON D. SCLAVOS
- ------------------------- Director October 27, 1999
Stratton D. Sclavos
/s/ DONALD N. TELAGE
- ------------------------- Director October 27, 1999
Donald N. Telage
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
5 Opinion regarding legality of securities to be offered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5).
24 Power of Attorney (see page 3).
99.1* Network Solutions, Inc. 1996 Stock Incentive Plan, as amended
and restated effective July 7, 1997 (the "Network Solutions, Inc.
1996 Stock Incentive Plan").
99.2* Network Solutions, Inc. 1996 Stock Incentive Plan Form of Nonstatutory
Stock Option Agreement.
99.3* Network Solutions, Inc. 1996 Stock Incentive Plan Form of Incentive
Stock Option Agreement.
</TABLE>
* Incorporated by reference to Exhibit 10.4 to Registrant's Registration
Statement on Form S-1, No. 333-30705.
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EXHIBIT 5
PILLSBURY MADISON & SUTRO LLP
1100 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20005-3918
Tel: (202) 861-3000
Fax: (202) 822-0944
October 26, 1999
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 659,808 shares of the Company's common stock
(the "Stock Plan Common Stock") issuable pursuant to the Company's 1996 Stock
Incentive Plan, amended and restated effective July 7, 1997 (the "Plan"), it is
our opinion that when and if the Stock Plan Common Stock is issued and sold in
accordance with the Plan, the Stock Plan Common Stock will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement.
Very truly yours,
[05815]
/s/ PILLSBURY MADISON & SUTRO LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 5, 1999, appearing in the
Annual Report on Form 10-K of Network Solutions, Inc. for the year ended
December 31, 1998.
PricewaterhouseCoopers LLP
McLean, VA
October 22, 1999
