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As filed with the Securities and Exchange Commission on June 29, 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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CO SPACE, INC. 1999 STOCK 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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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>
CO Space, Inc. 1999 Stock Incentive Plan 1,346,840 $7.82 $10,532,289 $2,781
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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
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Cooley Godward LLP, Kirkland, Washington ("Cooley
Godward"). As of the date of this Prospectus, certain attorneys of Cooley
Godward beneficially own directly or indirectly an aggregate of approximately
126,410 shares of Common Stock.
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
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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.
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
EXHIBIT
NUMBER DESCRIPTION
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 CO Space, Inc. 1999 Stock Incentive Plan.
* 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.
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(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.
(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 such
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.
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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 June 29, 2000.
INTERNAP NETWORK SERVICES CORPORATION
a Washington corporation
By: /s/ Paul E. McBride
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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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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Anthony C. Naughtin Chief Executive Officer and President June 29, 2000
---------------------------- (Principal Executive Officer)
ANTHONY C. NAUGHTIN
/s/ Paul E. McBride Chief Financial Officer and Vice June 29, 2000
---------------------------- President of Finance (Principal
PAUL E. MCBRIDE Finance and Accounting Officer)
/s/ Eugene Eidenberg Chairman of the Board June 29, 2000
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EUGENE EIDENBERG
/s/ William J. Harding Director June 29, 2000
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WILLIAM J. HARDING
/s/ Fredric W. Harman Director June 29, 2000
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FREDRIC W. HARMAN
/s/ Kevin L. Ober Director June 29, 2000
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KEVIN L. OBER
/s/ Robert D. Shurtleff, Jr. Director June 29, 2000
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ROBERT D. SHURTLEFF, JR.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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 CO Space, Inc. 1999 Stock Incentive Plan.
* 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.
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