<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERNAP NETWORK SERVICES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
WASHINGTON 7374 91-1896926
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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601 UNION STREET, SUITE 1000
SEATTLE, WASHINGTON 98101
(206) 441-8800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ANTHONY C. NAUGHTIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INTERNAP NETWORK SERVICES CORPORATION
601 UNION STREET, SUITE 1000
SEATTLE, WASHINGTON 98101
(206) 441-8800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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<S> <C>
CHRISTOPHER W. WRIGHT, ESQ. PETER E. WILLIAMS III, ESQ.
DOUGLAS H. HAEUBER, ESQ. VICTOR H. SIM, ESQ.
H. MARLOW GREEN, ESQ. MAILE Y.C. YANG, ESQ.
COOLEY GODWARD LLP MORRISON & FOERSTER LLP
5200 CARILLON POINT 755 PAGE MILL ROAD
KIRKLAND, WA 98033-7355 PALO ALTO, CA 94304-1018
(425) 893-7700 (650) 813-5652
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-84035
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
number for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1)(2) SHARE(3) PRICE(3) REGISTRATION FEE
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Common Stock, $.001 par value per
share................................ 920,000 $20.00 $18,400,000 $5,116(4)
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(1) Includes 120,000 shares which the underwriters have the option to purchase
to cover over-allotments, if any.
(2) Does not include 10,005,000 shares of Common Stock previously registered for
which the registration fee has previously been paid.
(3) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are based on the proposed offering price for the
shares of Common Stock offered hereby.
(4) Calculated pursuant to Rule 457(a).
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<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by InterNAP Network Services Corporation (the "Company") with the
Securities and Exchange Commission (the "Commission") hereby incorporates by
reference the contents of the Registration Statement on Form S-1, as amended,
(File No. 333-84035) relating to the offering of up to 10,005,000 shares of
Common Stock of the Company initially filed on July 29, 1999.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $5,116 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on September 29, 1999); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to cover
the amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on September 29, 1999.
1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereinto duly authorized, in the City of Seattle, State of
Washington, on the 29th day of September, 1999.
INTERNAP NETWORK SERVICES
CORPORATION
By: *
---------------------------------------
Anthony C. Naughtin
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Chief Executive Officer and September 29, 1999
- ----------------------------------------------------- President (Principal Executive
Anthony C. Naughtin Officer)
/s/ PAUL E. MCBRIDE Vice President and Chief September 29, 1999
- ----------------------------------------------------- Financial Officer (Principal
Paul E. McBride Finance and Accounting
Officer)
* Chairman of the Board September 29, 1999
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Eugene Eidenberg
* Director September 29, 1999
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William J. Harding
* Director September 29, 1999
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Frederic W. Harman
* Director September 29, 1999
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Robert J. Lunday, Jr.
* Director September 29, 1999
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Kevin L. Ober
* Director September 29, 1999
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Robert D. Shurtleff, Jr.
By: /s/ PAUL E. MCBRIDE
-------------------------------------------------
Paul E. McBride
(Attorney-in-Fact)
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2
<PAGE> 4
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
24.1+ Power of Attorney.
27.1 Financial Data Schedule.
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+ Incorporated by reference to the Signature Page of the Company's Registration
Statement on Form S-1 (File No. 333-84035) initially filed on July 29, 1999.
<PAGE> 1
EXHIBIT 5.1
[COOLEY GODWARD LLP LETTERHEAD]
September 29, 1999
InterNAP Network Services Corporation
601 Union Street, Suite 1000
Seattle, WA 98101
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by InterNAP Network Services Corporation (the "Company") of a
Registration Statement on Form S-1 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") covering an underwritten
public offering of up to ten million nine hundred twenty five thousand
(10,925,000) shares of Common Stock (the "Common Stock").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Articles of
Incorporation,as amended, and Bylaws, as currently in effect, and the originals
or copies certified to our satisfaction of such records, documents,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below; (ii) assumed
that the Amended and Restated Articles of Incorporation, as set forth in Exhibit
3.2 of the Registration Statement, shall have been duly approved and filed with
the office of the Washington Secretary of State; and (iii) that the shares of
Common Stock will be sold by the Underwriters at a price established by the
Pricing Committee of the Board of Directors of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold and issued in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid and
non-assessable.
We consent to the reference to our firm under the caption "Legal Matters"
in the Prospectus included in the Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ CHRISTOPHER W. WRIGHT
------------------------------
Christopher W. Wright
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use of our reports dated April 2, 1999 relating to the
financial statements and financial statement schedule of InterNAP Network
Services Corporation in this Registration Statement on Form S-1 for the
registration of 920,000 shares of common stock, which incorporates by reference
the Registration Statement on Form S-1 (No. 333-84035) and the related
prospectus of InterNAP Network Services Corporation declared effective September
29, 1999. We also consent to the reference to us under the headings "Experts"
and "Selected Financial Data" in such Registration Statement.
PricewaterhouseCoopers LLP
Seattle, Washington
September 27, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 3,301
<SECURITIES> 9,995
<RECEIVABLES> 1,655
<ALLOWANCES> 78
<INVENTORY> 0
<CURRENT-ASSETS> 15,070
<PP&E> 15,975
<DEPRECIATION> 2,310
<TOTAL-ASSETS> 30,830
<CURRENT-LIABILITIES> 6,780
<BONDS> 6,776
0
50
<COMMON> 4
<OTHER-SE> 17,220
<TOTAL-LIABILITY-AND-EQUITY> 30,830
<SALES> 3,410
<TOTAL-REVENUES> 3,410
<CGS> 0
<TOTAL-COSTS> 19,862
<OTHER-EXPENSES> (303)
<LOSS-PROVISION> 58
<INTEREST-EXPENSE> 147
<INCOME-PRETAX> (16,149)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16,149)
<EPS-BASIC> (4.78)
<EPS-DILUTED> (4.78)
</TABLE>
