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As filed with the Securities and Exchange Commission on August 17, 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.)
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601 UNION STREET, SUITE 1000
SEATTLE, WASHINGTON 98101
(Address of principal executive offices and zip code)
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SWITCHSOFT SYSTEMS, INC. FOUNDERS 1996 STOCK OPTION PLAN
SWITCHSOFT SYSTEMS, INC. 1997 STOCK OPTION 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, including (425) 893-7700
area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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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>
SwitchSoft Systems, Inc. Founders 1996 Stock
Option Plan 114,828 $2.20 $252,622 $67
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SwitchSoft Systems, Inc. 1997 Stock Option Plan 192,589 $3.09 $595,100 $158
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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(h) under the Securities Act of
1933, as amended (the "Securities Act") on the basis of the weighted
average exercise price of the outstanding options.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the Plans pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended, (the "Securities Act").
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 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;
(b) 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
(c) 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 applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant indemnification to directors and officers on
terms sufficiently broad to permit indemnification under certain
circumstances for liabilities arising under the Securities Act. The
directors and officers of the Company also may be indemnified against
liability they may incur for serving in that capacity pursuant to a liability
insurance policy maintained by the Company for such purpose.
Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary
damages for acts or omissions as a director, except in certain circumstances
involving intentional misconduct, knowing violations of law or illegal
corporate loans or distributions, or any transaction from which the director
personally receives a benefit in money, property or services to which the
director is not legally entitled. The Company's Amended and Restated
Articles of Incorporation, as amended by Articles of Amendment (the
"Articles of Incorporation"), contain provisions implementing, to the fullest
extent permitted by Washington law, such limitations on a director's
liability to the Company and its shareholders. To the extent the provisions
of the Articles of Incorporation provide for indemnification of directors or
officers for liabilities arising under the Securities Act, those provisions
are, in the opinion of the Securities and Exchange Commission (the
"Commission"), against public policy as expressed in the Securities Act, and
they are therefore unenforceable.
The Company's Bylaws provide that it will indemnify its directors and
officers and may indemnify its other officers and employees and other agents
to the fullest extent permitted by law.
1.
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The Company has entered into certain indemnification agreements with
its directors and certain of its officers. These indemnification agreements
provide the Company's directors and certain of its officers with
indemnification to the maximum extent permitted by the WBCA.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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).
99.1 SwitchSoft Systems, Inc. Founders 1996 Stock Option Plan.
99.2 SwitchSoft Systems, Inc. 1997 Stock Option Plan.
</TABLE>
* Documents 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
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
2.
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(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against uch
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
3.
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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 17, 2000.
INTERNAP NETWORK SERVICES CORPORATION
a Washington corporation
By: /s/ Paul E. McBride
---------------------------------
Paul E. McBride
Title: Chief Financial Officer and
Senior 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 17, 2000
-------------------------------------------- (Principal Executive Officer)
ANTHONY C. NAUGHTIN
/s/ Paul E. McBride Chief Financial Officer and Senior August 17, 2000
-------------------------------------------- Vice President of Finance (Principal
PAUL E. MCBRIDE Finance and Accounting Officer)
/s/ Eugene Eidenberg Chairman of the Board August 17, 2000
--------------------------------------------
EUGENE EIDENBERG
/s/ William J. Harding Director August 17, 2000
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WILLIAM J. HARDING
/s/ Fredric W. Harman Director August 17, 2000
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FREDRIC W. HARMAN
/s/ Kevin L. Ober Director August 17, 2000
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KEVIN L. OBER
/s/ Robert D. Shurtleff, Jr. Director August 17, 2000
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ROBERT D. SHURTLEFF, JR.
</TABLE>
4.
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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).
99.1 SwitchSoft Systems, Inc. Founders 1996 Stock Option Plan.
99.2 SwitchSoft Systems, Inc. 1997 Stock Option Plan.
</TABLE>
* Documents 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.
5.
