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As filed with the Securities and Exchange Commission on May ___, 2000
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 Identification No.)
incorporation or organization)
505 HUNTMAR PARK DRIVE
HERNDON, VIRGINIA 20170-5139
(Address of principal executive offices) (Zip Code)
NETWORK SOLUTIONS, INC. 1996 STOCK INCENTIVE PLAN
(AMENDED AND RESTATED EFFECTIVE JULY 7, 1997)
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
JAMES P. RUTT JONATHAN W. EMERY
NETWORK SOLUTIONS, INC. NETWORK SOLUTIONS, INC.
505 HUNTMAR PARK DRIVE 505 HUNTMAR PARK DRIVE
HERNDON, VIRGINIA 20170-5139 HERNDON, VIRGINIA 20170-5139
(703) 742-0400 (703) 742-0400
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED UNIT(2) PRICE(2) FEE (2)
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<S> <C> <C> <C> <C>
Common Stock, par value 4,677,917(1) $125.875 $588,832,802 $155,452
$0.001 per share
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(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Act"), this
amount covers 677,917 shares of the Registrant's Common Stock which
became issuable pursuant to an evergreen provision under the Network
Solutions, Inc. 1996 Stock Incentive Plan and also covers 4,000,000
shares of the Registrant's Common Stock which shall be reserved for
Awards granted under the 1996 Stock Incentive Plan to Key Employees who
are not officers or directors within the meaning of the National
Association of Securities Dealers (NASD) Marketplace Rule
4310(c)(25)(H). 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 (the "Plan")
by reason of any stock dividend, stock split, recapitalization or other
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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.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act. The proposed
maximum offering price per share, proposed maximum aggregate offering
price and the amount of the registration fee are based on the average of
the high and low prices of Network Solutions, Inc. Common Stock reported
on the Nasdaq National Market on May 22, 2000.
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INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTIONS E TO FORM S-8
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which
Registration Statements of Network Solutions, Inc. (the "Registrant") on Form
S-8 relating to the same employee benefit plan are effective.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statements filed on Forms S-8 by the Registrant on February 9, 1998
(file number 333-45873) and October 28, 1999 (file number 333-89859), with
respect to securities offered pursuant to the Plan are incorporated herein by
reference.
In addition, the following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (filed on March 30, 2000), and Quarterly
Reports on Forms 10-Q for the quarters ended March 31, 1999
(filed on May 17, 1999), June 30, 1999 (filed on August 16, 1999)
and September 30, 1999 (filed on November 15, 1999);
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since December 31, 1999; and
(c) The description of Common Stock of the Registrant contained 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.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.
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ITEM 8. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Network Solutions, Inc. 1996 Stock Incentive Plan (Amended and
Restated Effective July 7, 1997) (incorporated by reference to
Exhibit 10.4 of Registrant's Registration Statement on Form
S-1, No. 333-30705)
4.2 Amendment to the Network Solutions, Inc. 1996 Stock Incentive
Plan
4.3 Network Solutions, Inc. 1996 Stock Incentive Plan Form of
Nonstatutory Stock Option Agreement (incorporated by reference
to Exhibit 10.4 of Registrant's Registration Statement on Form
S-1, No. 333-30705)
4.4 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)
5.0 Opinion of Piper Marbury Rudnick & Wolfe LLP, as to the
legality of the securities being offered
23.1 Consent of Piper Marbury Rudnick & Wolfe LLP (included in the
opinion filed as Exhibit 5.0 to this Registration Statement)
23.2 Consent of PricewaterhouseCoopers LLP
24.0 Power of Attorney (included on Signature Page)
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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 the 22nd
day of May, 2000.
NETWORK SOLUTIONS, INC.
By: /s/ James P. Rutt
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James P. Rutt
Chief Executive Officer
POWERS 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, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, to sign any or all further 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
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Form S-8 Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
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Signature Title Date
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/s/ James P. Rutt
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James P. Rutt Chief Executive Officer and Director May 22, 2000
(principal executive officer)
/s/ Michael A. Daniels
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Michael A. Daniels Chairman of the Board May 22, 2000
/s/Robert J. Korzeniewski
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Robert J. Korzeniewski Chief Financial Officer May 22, 2000
(principal financial officer)
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<S> <C> <C>
/s/ Michael G. Voslow
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Michael G. Voslow Vice President, Finance and Treasurer May 22, 2000
(principal accounting officer)
/s/ Alan E. Baratz
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Alan E. Baratz Director May 22, 2000
/s/ J. Robert Beyster
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J. Robert Beyster Director May 22, 2000
/s/ Craig I. Fields
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Craig I. Fields Director May 22, 2000
/s/ J. Dennis Heipt
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J. Dennis Heipt Director May 22, 2000
/s/ Stratton D. Sclavos
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Stratton D. Sclavos Director May 22, 2000
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
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<S> <C> <C>
4.1 Network Solutions, Inc. 1996 Stock Incentive Plan (Amended and
Restated Effective July 7, 1997) (incorporated by reference to
Exhibit 10.4 of Registrant's Registration Statement on Form
S-1, No. 333-30705) N/A
4.2 Amendment to the Network Solutions, Inc. 1996 Stock Incentive
Plan 8
4.3 Network Solutions, Inc. 1996 Stock Incentive Plan Form of
Nonstatutory Stock Option Agreement (incorporated by reference
to Exhibit 10.4 of Registrant's Registration Statement on Form
S-1, No. 333-30705) N/A
4.4 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) N/A
5.0 Opinion of Piper Marbury Rudnick & Wolfe LLP, as to the
legality of the securities being offered 9
23.1 Consent of Piper Marbury Rudnick & Wolfe LLP (included in the
opinion filed as Exhibit 5.0 to this Registration Statement) 9
23.2 Consent of PricewaterhouseCoopers LLP 10
24.0 Power of Attorney (included on Signature Page) 5
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EXHIBIT 4.2
AMENDMENT TO THE
NETWORK SOLUTIONS, INC.
1996 STOCK INCENTIVE PLAN
W I T N E S S E T H:
WHEREAS, Section 17.2 of the Network Solutions, Inc. 1996 Stock
Incentive Plan (the "Plan") authorizes the Board of Directors (the "Board") of
Network Solutions, Inc. (the "Company") to amend the Plan at any time and from
time to time; and
WHEREAS, the Board has determined that it is desirable and in the best
interest of the Company to authorize the issuance of a limited number of
additional shares under the Plan to meet the Company's immediate needs in hiring
and retaining qualified employees who are not officers and directors of the
Company.
NOW, THEREFORE, the Plan is amended as follows:
The following Section 3.4 is added to the Plan:
Section 3.4. Additional Shares. In addition to Common Shares
reserved under Section 3.1 of the Plan, 2,000,000 Common Shares
[subsequently increased to 4,000,000 based on a 2 for 1 stock split
effected in the form of a dividend on the Registrant's Common Stock,
which was distributed on March 10, 2000] shall be reserved for Awards
granted under the Plan to Key Employees who are not officers or
directors within the meaning of the National Association of Securities
Dealers (NASD) Marketplace Rule 4310(c)(25)(H), during the period
commencing October 27, 1999, and ending on the date of the first annual
meeting of the Company's shareholders which occurs after such date,
provided, however, that no Award with respect to such shares shall be
deemed to be an ISO. The provision of this Section 3.4 shall be subject
to adjustment pursuant to Section 10. Awards with respect to Common
Shares received and authorized pursuant to this Section 3.4 shall not be
taken into account for purposes of the limitations of Section 3.1.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
by its duly authorized officers this 27th day of October, 1999.
ATTEST: NETWORK SOLUTIONS, INC.
By: /s/ James M. Ulam By: /s/ Jonathan W. Emery
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EXHIBIT 5.0
[LETTERHEAD OF PIPER MARBURY RUDNICK & WOLFE LLP]
May 23, 2000
Network Solutions, Inc.
505 Huntmar Park Drive
Herndon, Virginia 20170
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Network Solutions, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a registration statement on Form S-8
(the "Registration Statement") registering 4,677,917 additional shares of
Common Stock, par value $0.001 per share (the "Plan Shares"), issuable pursuant
to the exercise of stock options and other awards granted under the Network
Solutions, Inc. 1996 Stock Incentive Plan (Amended and Restated Effective July
7, 1997), as amended (the "Plan").
In this capacity, we have examined copies of the Company's Second
Amended and Restated Certificate of Incorporation, Second Amended and Restated
By-Laws (as amended May 1, 1998), the Plan, the proceedings of the Company's
Board of Directors relating to the reservation and issuance of the Plan Shares
to be issued pursuant to the Plan, a certificate of an officer of the Company
(the "Certificate") and such other statutes, certificates, instruments and
documents relating to the Company and matters of law as we have deemed
necessary to the issuance of this opinion. In our examination, we have assumed,
without independent investigation, the genuineness of all signatures, the legal
capacity of all individuals who have executed any of the aforesaid documents,
the authenticity of all documents submitted to us as originals, and the
conformity with originals of all documents submitted to us as copies (and the
authenticity of the originals of such copies), and that all public records
reviewed are accurate and complete. As to various questions of fact material to
this opinion, we have relied on the Certificate and have not independently
verified the matters stated therein. We assume that the Company will have at
the time of issuance of any Plan Shares at least that number of authorized but
unissued shares of common stock of the Company equal to the number of shares to
be issued pursuant to the Plan.
Based upon the foregoing, we are of the opinion that the issuance of
the Plan Shares pursuant to the Plan has been duly authorized and, when issued,
delivered and paid for in accordance with the terms and conditions of the Plan
and the awards granted thereunder, the Plan Shares will be validly issued,
fully paid and non-assessable.
The opinion set forth herein is limited to matters governed by the laws
of the State of Delaware and the Federal laws of the United States of America,
and we express no opinion as to any other laws.
We hereby consent to the filing of this opinion as Exhibit 5.0 to the
Registration Statement.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 2, 2000, except for Note 13
for which the date is March 15, 2000 relating to the financial statements and
financial statement schedule, which appears in Network Solutions, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1999.
/s/PricewaterhouseCoopers LLP
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McLean, Virginia
May 22nd, 2000
