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Reg. No. 333-94401
Rule 424(b)(3)
[NETSOLVE LOGO]
539,834 Shares
Common Stock
This Prospectus relates to 539,834 shares of NetSolve, Incorporated's
common stock which have been acquired by the selling stockholders pursuant to
the exercise of stock options issued under NetSolve's 1988 Stock Option Plan.
Sales made by the selling stockholders are expected to be made from time to
time at the then prevailing market price or at negotiated prices. The selling
stockholders will pay any brokerage commission and all other fees and expenses
incurred in connection with these transactions. NetSolve will not receive any
of the proceeds from these sales.
The common stock is quoted on the NASDAQ National market under the symbol
"NTSL". On January 14, 2000, the closing price of the common stock was $31.25.
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The Securities and Exchange Commission and state securities regulations
have not approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this Prospectus is January 18, 2000.
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You should rely only on the information contained in this prospectus.
NetSolve has not authorized anyone to provide you with information different
from that contained in this prospectus. The selling stockholders are offering to
sell, and seeking offers to buy, shares of common stock only in jurisdictions
where offers and rates are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of the delivery of this prospectus or any sale of common stock.
NETSOLVE
NetSolve offers a range of services that allow companies to outsource some
or all of the activities relating to the design, implementation, management and
security of their computer networks. NetSolve's network management and security
services are designed to increase network reliability and up-time, reduce
overall network costs, and simplify migration to new technologies. NetSolve
also resells third-party network equipment as a convenience to its network
management services customers.
NetSolve's executive offices are located at 12331 Riata Trace Parkway,
Austin, Texas 78727. Its telephone number is (512) 340-3000 and its web site is
located at www.netsolve.com. Information contained on this web site is not part
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of this prospectus.
RISK FACTORS
Investing in NetSolve's common stock involves risks. You should be able to
bear a complete loss of your investment. You should carefully consider the
factors set forth on pages 18-24 of NetSolve's Quarterly Report on Form 10-Q for
the quarterly period ended on September 30, 1999, as well as any risk factors
that may be described in subsequent reports filed by NetSolve with the
Securities and Exchange Commission, or SEC.
SELLING STOCKHOLDERS
The shares of common stock that are being offered by this prospectus have
been acquired by the selling stockholders pursuant to the exercise of options
granted by NetSolve under its 1988 Stock Option Plan. Certain of the selling
stockholders have entered into lock-up agreements with the underwriters under
which they agree not to transfer or dispose of, directly or indirectly, any
shares of common stock for a period of 180 days after September 29, 1999.
Before and after the completion of this offering, the selling stockholders will
each own less than one percent (1%) of the outstanding common stock.
The names and numbers of shares offered by each of the selling stockholders
are as follows:
<TABLE>
<CAPTION>
Name Number of Shares
---- ----------------
Offered
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<S> <C>
Maureen Allan 34,000
Louise Allen 1,875
Linda Anderson 2,063
Karen Arthur 3,050
Claire Bordelon 1,182
Otis Brinkley 19,392
Mike Bulriss 16,114
Jeff Cannon 3,613
Terry Cheng 5,500
Betsy Corlew 2,500
Carol Cuatt 1,406
Steve Davies 15,000
Robert Ditzig 1,500
</TABLE>
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<TABLE>
<CAPTION>
Name Number of Shares
---- ----------------
Offered
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<S> <C>
Lisa Elliott 1,006
Michelle Friesenhahn 14,063
Robert Gallen 4,250
Albert Garza 3,500
Catherine Hasty 1,156
Ken Kieley 5,000
Shell Kristofferson 1,900
Stephen Kyriakos 3,594
Stacy Liddicoat 3,334
Danny Lopez 14,763
Cynthia M. Lynch
1999 Exempt Trust 5,000
Robert J. Lynch
1999 Exempt Trust 5,000
Robert J. Lynch 43,000
Darrell McPhaul 3,188
John Merritt 79,037
Cindy Meurer 4,328
Jim Miller 4,000
Penn Rabb 7,583
Jack Radford 1,500
Mary Ridgway 2,050
Dave Ringer 4,150
Joe Rysdyke 1,813
Scott Sherwood 2,500
Gwen Smith 3,281
Darren Spohn 78,750
Tim Tisdel 5,188
Michael Turner 113,750
</TABLE>
Certain unnamed non-affiliates of NetSolve, each of whom may sell up to
1,000 shares of common stock, may also use this prospectus for reoffers and
resales.
The amount of common stock to be reoffered or resold by means of this
prospectus by each of the selling stockholders and any other person with whom
such selling stockholders is acting in concert for the purposes of selling
NetSolve common stock, may not exceed, during any three month period, the amount
specified in Rule 144(c) promulgated under the Securities Act of 1933, as
amended, or Securities Act.
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PLAN OF DISTRIBUTION
NetSolve is registering the common stock on behalf of the selling
stockholders. As used in this prospectus, "selling stockholders" includes any
donees and pledgees selling common stock received from a named selling
stockholder after the date of this prospectus. All costs in connection with the
registration of the common stock will be borne by NetSolve. Brokerage
commissions and similar selling expenses, if any, attributable to the sales from
time to time of common stock will be borne by the selling stockholders.
Sales of stock may be made by selling stockholders from time to time in one
or more types of transactions (which may include block transactions) on the
NASDAQ National Market, in the over-the-counter market, in negotiated
transactions, through put or call options transactions relating to the common
stock, through short sales of common stock or a combination of such methods of
sale, at market prices prevailing at the time of sale, or at negotiated prices.
Such transactions may or may not involve brokers or dealers. The selling
stockholders have advised NetSolve that they have not entered into any
agreements, understandings or arrangements with any underwriters or broker-
dealers regarding the sale of their securities, nor is there an underwriter or
coordinating broker acting in connection with the proposed sale of common stock
by the selling shareholders.
The selling shareholders may effect such transactions by selling common
stock directly to purchasers or to or through broker-dealers, which may act as
agents or principals. Such broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the selling shareholders and/or
the purchasers of common stock for whom such broker-dealers may act as agents or
to whom they sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions).
The selling shareholders and any broker-dealers that act in connection with
the sale of common stock might be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act of 1934, as amended, or Securities Act,
and any commissions received by such broker-dealers and any profit on the resale
of the common stock sold by them while acting as principals might be deemed to
be underwriting discounts or commissions under the Securities Act. The selling
shareholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the common stock against certain
liabilities, including liabilities arising under the Securities Act.
Because selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling shareholders will be
subject to the prospectus delivery requirements of the Securities Act, which may
include delivery through the facilities of the NASDAQ National Market pursuant
to Rule 153 under the Securities Act. NetSolve has informed the selling
shareholders that the anti-manipulative provisions of Regulation M promulgated
under the Securities Exchange Act of 1934, as amended, may apply to their sales
in the market.
Selling shareholders also may resell all or a portion of the common stock
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such Rule.
Upon NetSolve being notified by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of common
stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such selling shareholders and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction. In addition, upon NetSolve being notified by a
selling shareholder that a donee or pledgee intends to sell more than 500
shares, a supplement to this prospectus will be filed.
Any agent, underwriter or dealer selected by a selling stockholder may
engage in transactions with, or perform services for, NetSolve in the ordinary
course of business.
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WHERE YOU CAN FIND MORE INFORMATION
You can read NetSolve's SEC filings, including the registration statement,
over the Internet at the SEC's Web site at http://www.sec/gov. You may also
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read and copy any document NetSolve files with the SEC at its public reference
facilities at Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, DC
20549; Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World
Trade Center, Thirteenth Floor, new York, New York 10048. You may also obtain
copies of the documents at prescribed rates by writing to the Public Reference
Section of the SEC at Room 1024, Judiciary Plaza, 450 Fifty Street, N.W.,
Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference facilities.
The SEC allows NetSolve to "incorporate by reference" the information
NetSolve files with them, which means that NetSolve can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and the
information that NetSolve files later with the SEC will automatically update and
supersede this information. NetSolve incorporates by reference its Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1999 and any
further filing NetSolve makes with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, until all of the
common stock described in this prospectus has been sold.
You may request a copy of these filings at no cost by writing or contacting
NetSolve, Incorporated, at the following address: Investor Relations Manager,
NetSolve, Incorporated, 12331 Riata Trace Parkway, Austin, Texas 78727;
telephone number (512) 340-3000.
