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As filed with the Securities and Exchange Commission on August 3, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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)
WASHINGTON 91-1896926
(State of Incorporation) (I.R.S. Employer Identification No.)
601 UNION STREET, SUITE 1000
SEATTLE, WASHINGTON 98101
(Address of principal executive offices and zip code)
1999 EQUITY INCENTIVE PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
2000 NON-OFFICER EQUITY INCENTIVE PLAN
(Full title of the plan)
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PAUL E. MCBRIDE, CHIEF FINANCIAL OFFICER COPIES TO:
THOMAS B. YOUTH, ESQ., DIRECTOR OF LEGAL AFFAIRS CHRISTOPHER W. WRIGHT, ESQ.
INTERNAP NETWORK SERVICES CORPORATION H. MARLOW GREEN, ESQ.
601 UNION STREET, SUITE 1000 COOLEY GODWARD LLP
SEATTLE, WASHINGTON 98101 5200 CARILLON POINT
(206) 441-8800 KIRKLAND WASHINGTON 98033
(Name, address, and telephone number, (425) 893-7700
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Aggregate Registration
to be Registered Registered (1) Price per Share Offering Price(2) Fee
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<S> <C> <C> <C> <C>
1999 Equity Incentive Plan 4,831,738 $33.56 $162,153,127 $42,809
1999 Employee Stock Purchase Plan 1,500,000 $33.56 $50,340,000 $13,290
2000 Non-Officer Equity Incentive Plan 3,500,000 $33.56 $117,460,000 $31,010
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to such employee benefit plans as the result of any future stock split,
stock dividend or similar adjustment of the Registrant's outstanding
Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of
1933, as amended (the "Securities Act"). The price per share is
estimated to be $33.56 based on the average of the high ($37.13) and
low ($30.00) sale prices of the Company's Common Stock as reported on
the Nasdaq Stock Market for July 28, 2000.
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PART I
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by InterNAP Network Services Corporation,
a Washington corporation (the "Company"), with the Securities and Exchange
Commission are incorporated by reference into this Registration Statement:
(a) The Registration Statement on Form S-8 (File No. 333-89369) filed
on October 20, 1999.
(b) The Registration Statement on Form S-8 (File No. 333-37400) filed
on May 19, 2000.
(c) The final prospectus filed under Rule 424(b) of the Securities Act
contained in the Company's Registration Statement on Form S-1 (File No.
333-95503), filed April 7, 2000, under the Securities Act including any
amendments or reports filed for the purpose of updating such prospectus;
(d) All other reports filed by the registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since the end of the last fiscal year covered by the
Registration Statement on Form S-1 referred to in (a) above; and
(e) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed September 7, 1999, under the
Exchange Act, including any amendments or reports filed for the purpose of
updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not required to be filed with this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Not required to be filed with this Registration Statement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
1.
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ITEM 8. EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1* Specimen Common Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page).
99.2 Registrant's 2000 Non-Officer Equity Incentive Plan, as
amended.
</TABLE>
* Incorporated by reference from the Company's Registration Statement on Form
S-1, as amended (333-95503), declared effective by the Commission on April 6,
2000.
ITEM 9. UNDERTAKINGS
Not required to be filed with this Registration Statement.
2.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 Seattle, State of Washington, on August 2,
2000.
INTERNAP NETWORK SERVICES CORPORATION
a Washington corporation
By: /s/ Paul E. Mcbride
------------------------------------------
Paul E. McBride
Title: Chief Financial Officer and Vice President
of Finance
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul E. McBride and Anthony C. Naughtin,
and each or any one of them, his true and lawful attorney-in-fact and agent,
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 all exhibits thereto, and other documents in connection
therewith, with the 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 in connection therewith, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes or substitute, may lawfully 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 by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ ANTHONY C. NAUGHTIN Chief Executive Officer and President August 2, 2000
----------------------------------- (Principal Executive Officer)
Anthony C. Naughtin
/s/ PAUL E. MCBRIDE Chief Financial Officer and Vice August 2, 2000
----------------------------------- President of Finance (Principal
Paul E. Mcbride Finance and Accounting Officer)
/s/ EUGENE EIDENBERG Chairman of the Board August 2, 2000
-----------------------------------
Eugene Eidenberg
/s/ WILLIAM J. HARDING Director August 2, 2000
-----------------------------------
William J. Harding
/s/ FREDRIC W. HARMAN Director August 2, 2000
-----------------------------------
Fredric W. Harman
/s/ KEVIN L. OBER Director August 2, 2000
-----------------------------------
Kevin L. Ober
/s/ ROBERT D. SHURTLEFF, JR Director August 2, 2000
-----------------------------------
Robert D. Shurtleff, Jr.
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3.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1* Specimen Common Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page).
99.2 Registrant's 2000 Non-Officer Equity Incentive Plan, as amended.
</TABLE>
* Incorporated by reference from the Company's Registration Statement on Form
S-1, as amended (333-95503), declared effective by the Commission on April 6,
2000.
4.
