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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
InterNAP Network Services Corporation
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(Exact name of registrant as specified in its charter)
Washington 91-896926
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
601 Union Street, Suite 1000, Seattle, WA 98101
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(Address of principal executive offices) (Zip Code)
Securities Act Registration Statement and Number to which the form
relates: 333-84035
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If this Form relates to the registration of a class of If this Form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction Act and is effective pursuant to General Instruction
A.(c), please check the following box. [ ] A.(d), please check the following box. [X]
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Securities Act registration statement file number to which this form
relates: 333-84035
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
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None N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock to be registered hereunder is
contained in the section entitled "Description of Capital Stock," commencing at
page 64 of the Prospectus included in the Registrant's Form S-1 Registration
Statement, as amended, No. 333-84035 (the "Registration Statement") first filed
with the Securities and Exchange Commission (the "Commission") on July 29, 1999
and is incorporated herein by reference.
ITEM 2. EXHIBITS.
Each of the following exhibits to this registration statement has been
filed as an exhibit to the Registration Statement (as defined above) and is
incorporated herein by reference:
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Exhibit
Number Description
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3.1 Amended and Restated Articles of Incorporation of InterNAP, as amended.
3.2 Form of Amended and Restated Articles of Incorporation to be filed upon
the closing of the offering made pursuant to this Registration
Statement.
3.3 Bylaws of InterNAP, as currently in effect.
3.4 Form of Amended and Restated Bylaws of InterNAP to be filed upon the
closing of the offering made pursuant to this Registration Statement.
4.1 Specimen Common Stock Certificate.
10.12 Form of Stock Purchase Warrant.
10.13 Preferred Stock Purchase Warrant, dated December 15, 1998, between
Registrant and Bob Kingsbook.
10.14 Preferred Stock Purchase Warrant, dated September 1, 1998, between
Registrant and Phoenix Leasing Incorporated.
10.15 Preferred Stock Purchase Warrant, dated May 5, 1998, between Registrant
and First Portland Corporation.
10.16 Preferred Stock Purchase Warrant, dated December 24, 1998, between
Registrant and Robert Shurtleff, Jr.
10.17 Amended and Restated Investor Rights Agreement, dated January 28, 1999.
10.18 Shareholders Agreement, dated October 1, 1997.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
InterNAP Network Services
Corporation
(Registrant)
Date: September 3, 1999 By: /s/Paul E. McBride
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Paul E. McBride
Chief Financial Officer and
Vice President of Finance
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