USINTERNETWORKING INC
S-8, 2000-04-25
COMPUTER PROGRAMMING SERVICES
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<PAGE>   1
      As filed with the Securities and Exchange Commission on April 25, 2000

                                                          Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                            -------------------------

                             USINTERNETWORKING, INC.
             (Exact name of registrant as specified in its charter)

DELAWARE                                                              52-2078325
(State or other jurisdiction                                       (IRS Employer
of incorporation or organization)                         Identification Number)

ONE USI PLAZA
ANNAPOLIS, MARYLAND                                                   21401-7478
(Address of Principal Executive Offices)                              (Zip Code)

       USINTERNETWORKING, INC. AMENDED AND RESTATED 1998 STOCK OPTION PLAN

                           MR. WILLIAM T. PRICE, ESQ.
                  VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                             USINTERNETWORKING, INC.
                                  ONE USI PLAZA
                         ANNAPOLIS, MARYLAND 21401-7478
                     (Name and address of agent for service)
                                 (410) 897-4400
          (Telephone number, including area code, of agent for service)

                            -------------------------

                                    Copy to:

                              JAMES F. ROGERS, ESQ.
                                LATHAM & WATKINS
                    1001 PENNSYLVANIA AVENUE, N.W. SUITE 1300
                           WASHINGTON, D.C. 20004-2505

                            -------------------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================================
        Title of Each                                      Proposed Maximum       Proposed Maximum     Amount of
     Class of Securities           Amount to be             Offering Price       Aggregate Offering    Registration
      to be Registered              Registered              Per Share (1)             Price (1)        Fee
- ---------------------------------------------------------------------------------------------------------------------
<S>                             <C>                    <C>                     <C>                    <C>
Common Stock, par value
$0.001 per share(1)              9,000,000 shares       $ 20.31                 $ 182,790,000          $ 48,256.56
=====================================================================================================================
</TABLE>


         (1) Estimated solely for the purpose of calculating the registration
         fee pursuant to Rule 457(h) under the Securities Act of 1933 based on
         the average of the high and low prices as reported on the Nasdaq
         National Market as of April 24, 2000.

<PAGE>   2

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            1. The contents of the Registration Statements on Form S-8 relating
to the Amended and Restated Stock Option Plan of USinternetworking, Inc, (the
"Company") previously filed with the Securities and Exchange Commission on April
19, 1999 (File No. 333- 76561) and March 6, 2000 (File No. 333- 31802) are
incorporated as of its date in this Registration Statement on Form S-8 (the
"Registration Statement") by reference.

            All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold are deemed incorporated by reference in
this Registration Statement and are a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 8.     EXHIBITS.

            The following is a list of exhibits filed as part of this
Registration Statement, which are incorporated herein:

<TABLE>
<CAPTION>
             Exhibit No.         Description of Exhibit
             -----------         ----------------------
              <S>                <C>
                    *5.1         Opinion of Latham & Watkins with respect to the validity of shares being offered.

                   *23.1         Consent of Bassan & Associates S.C.

                   *23.2         Consent of Ernst & Young LLP regarding IIT financial statements

                   *23.3         Consent of Ernst & Young LLP regarding USi financial statements

                   *23.4         Consent of Latham & Watkins (included in Exhibit 5.1)

                   *24.1         Power of Attorney (included on signature page)

</TABLE>

- --------------------
*           Filed herewith.



                                      2
<PAGE>   3


                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Annapolis, State of Maryland, on April 24, 2000.

                                     USINTERNETWORKING, INC.

                                     By: /s/ Christopher R. McCleary
                                        ----------------------------
                                            Christopher R. McCleary
                                           Chairman of the Board and
                                            Chief Executive Officer

                               POWERS OF ATTORNEY

            Each person whose signature appears below constitutes and appoints
Christopher R. McCleary, Harold C. Teubner, Jr. and William T. Price, and each
of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, to sign any or all further 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 Securities and Exchange Commission granting unto said
attorney-in-fact and agent, 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 and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.

            PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>

              Signatures                                                   Title                                      Date
<S>                                                <C>                                                             <C>
     /s/ Christopher R. McCleary                      Chairman of the Board and Chief Executive Officer
 -----------------------------------                  (Principal Executive Officer)                                 April 24, 2000
       Christopher R. McCleary

        /s/ Stephen E. McManus                        President--E-Commerce Business Unit and Director              April 24, 2000
 -----------------------------------
          Stephen E. McManus


      /s/ Harold C. Teubner, Jr.                      Executive Vice President and Chief Financial                  April 24, 2000
 -----------------------------------                  Officer (Principal Financial and Accounting
        Harold C. Teubner, Jr.                        Officer)

         /s/ R. Dean Meiszer                          Director                                                      April 24, 2000
 -----------------------------------
           R. Dean Meiszer

        /s/ Benjamin Diesbach                         Director                                                      April 24, 2000
 -----------------------------------
          Benjamin Diesbach

         /s/ Ray A. Rothrock                          Director                                                      April 24, 2000
 -----------------------------------
           Ray A. Rothrock

          /s/ Frank A. Adams                          Director                                                      April 24, 2000
 -----------------------------------
            Frank A. Adams

       /s/ William F. Earthman                        Director                                                      April 24, 2000
 -----------------------------------
         William F. Earthman
</TABLE>
                                       3
<PAGE>   4



<TABLE>
<S>                                               <C>                                                            <C>
          /s/ John H. Wyant                           Director                                                      April 24, 2000
 -----------------------------------
            John H. Wyant

          /s/ Joseph R. Zell                          Director                                                      April 24, 2000
 -----------------------------------
            Joseph R. Zell

        /s/ Michael C. Brooks                         Director                                                      April 24, 2000
 -----------------------------------
          Michael C. Brooks

         /s/ David J. Poulin                          Director                                                      April 24, 2000
 -----------------------------------
           David J. Poulin

         /s/ Cathy M. Brienza                         Director                                                      April 24, 2000
 -----------------------------------
           Cathy M. Brienza
</TABLE>












                                       4

<PAGE>   1

<TABLE>

        <S>                                  <C>                                   <C>

                                                    LATHAM & WATKINS
                                                    ATTORNEYS AT LAW
                                              1001 PENNSYLVANIA AVE., N.W.
                                                       SUITE 1300
                                              WASHUNGTON D.C. 20004-2505
                                                TELEPHONE (202)637-2200
                                                   FAX (202)637-2201
                                                      ----------

           PAUL R. WATKINS (I899 - I973)                                                    NEW YORK OFFICE
             DANA LATHAM (I898 - I974)                                                885 THIRD AVENUE, SUITE I000
                                                                                     NEW YORK, NEW YORK I0022-4802
                                                                                   PHONE (2I2) 906-I200, FAX 75I-4864
                   CHICAGO OFFICE
               SEARS TOWER, SUITE 5800                                                    ORANGE COUNTY OFFICE
               CHICAGO, ILLINOIS 60606                                             650 TOWN CENTER DRIVE, SUITE 2000
         PHONE (3I2) 876-7700, FAX 993-9767                                        COSTA MESA, CALIFORNIA 92626-I925
                                                                                   PHONE (7I4) 540-I235, FAX 755-8290
                  HONG KONG OFFICE
                     23RD FLOOR                                                             SAN DIEGO OFFICE
          STANDARD CHARTERED BANK BUILDING                                             70I "B" STREET, SUITE 2I00
         4 DES VOEUX ROAD CENTRAL, HONG KONG                                        SAN DIEGO, CALIFORNIA 92I0I-8I97
        PHONE + 852-2905-6400, FAX 2905-6940                                       PHONE (6I9) 236-I234, FAX 696-74I9

                    LONDON OFFICE                                                         SAN FRANCISCO OFFICE
                   ONE ANGEL COURT                                                 505 MONTGOMERY STREET, SUITE I900
               LONDON EC2R 7HJ ENGLAND                                            SAN FRANCISCO, CALIFORNIA 94III-2562
        PHONE + 44-I7I-374 4444, FAX 374 4460                                      PHONE (4I5) 39I-0600, FAX 395-8095

                 LOS ANGELES OFFICE                                                      SILICON VALLEY OFFICE
          633 WEST FIFTH STREET, SUITE 4000                                                  75 WILLOW ROAD
         LOS ANGELES, CALIFORNIA 9007I-2007                                        MENLO PARK, CALIFORNIA 94025-3656
         PHONE (2I3) 485-I234, FAX 89I-8763                                         PHONE (650) 328-4600, FAX 463-2600

                    MOSCOW OFFICE                                                         SINGAPORE OFFICE
           ULITSA GASHEKA, 7, 9th Floor                                             20 CECIL STREET, #25-02/03/04
               MOSCOW I25047, RUSSIA                                               THE EXCHANGE, SINGAPORE 049705
       PHONE + 7-095 785-I234, FAX 785-I235                                       PHONE + 65-536-II6I, FAX 536-II7I

                  NEW JERSEY OFFICE                                                          TOKYO OFFICE
            ONE NEWARK CENTER, I6th FLOOR                                       INFINI AKASAKA, 8-7-I5, AKASAKA, MINATO-KU
            NEWARK, NEW JERSEY 07I0I-3I74                                                     TOKYO I07, JAPAN
         PHONE (973) 639-I234, FAX 639-7298                                       PHONE +8I3-3423-3970, FAX 3423-397I

</TABLE>
                                 APRIL 24, 2000





USinternetworking, Inc.
One USi Plaza
Annapolis, Maryland 21404

                        Re:         Registration Statement on Form S-8

Ladies and Gentlemen:

       We have acted as counsel to USinternetworking, Inc. (the "Company"), and
we have examined the Registration Statement on Form S-8 (the "Registration
Statement"), to be filed with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended,
of an additional 9,000,000 shares (the "Shares") of Common Stock, par value
$0.001 per share of the Company reserved for issuance under the Amended and
Restated 1998 Stock Option Plan of the Company (the "Plan").

       We have examined such questions of law and fact as we have considered
necessary or appropriate for purposes of this opinion.

       We are opining herein as to the effect on the subject transaction of only
the General Corporation Law of the State of Delaware, and we express no opinion
with respect to the applicability thereto or the effect thereon of any other
laws or as to any matters of municipal law or any other local agencies within
any state.

       Subject to the foregoing and in reliance thereon, it is our opinion that
upon issuance of the Shares pursuant to the exercise of options and stock
purchase rights granted pursuant to the Plan, and subject to the Company
completing all actions and proceedings required on its part to be taken prior to
the issuance of the Shares pursuant to the terms of the Plan and the
Registration Statement, including, without limitation, collection of required
exercise price of the




<PAGE>   2



LATHAM & WATKINS
April 24, 2000
Page 2


options and the purchase price of the stock purchase rights, the Shares will be
validly issued, fully paid and non-assessable securities of the Company.

       We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendments thereto.



                                                            Very truly yours,


                                                           /s/ Latham & Watkins

<PAGE>   1
                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT AUDITORS


We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of USinternetworking, Inc. of our report dated August 20,
1998, which appears on page F-29 of the prospectus constituting part of the
registration statement on Form S-1 (No. 333-95543) dated February 18, 2000.



                                        /s/ Bassan & Associates S.C.


Caracas, Venezuela
April 19, 2000




<PAGE>   1
                                                                    EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 333-_____) pertaining to the USinternetworking, Inc. Amended and
Restated 1998 Stock Option Plan, of our report dated March 23, 1999, with
respect to the consolidated financial statements of I.I.T. Holding, Inc. and
subsidiaries for the years ended December 31, 1996 and 1997, and for the period
from January 1, 1998 through September 7, 1998, included in the Annual Report
(Form 10-K) of USinternetworking, Inc. for the year ended December 31, 1999,
filed with the Securities and Exchange Commission.

                              /s/ Ernst & Young LLP

Baltimore, Maryland
April 18, 2000








<PAGE>   1
                                                                    EXHIBIT 23.3

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 333-_____) pertaining to the USinternetworking, Inc. Amended and
Restated 1998 Stock Option Plan, of our report dated January 24, 2000, (except
for Note 21, as to which the date is March 3, 2000), with respect to the
consolidated financial statements of USinternetworking, Inc. for the year ended
December 31, 1999 and for the period from January 14, 1998 (date of inception)
through December 31, 1998, included in its Annual Report (Form 10-K) for the
year ended December 31, 1999, filed with the Securities and Exchange Commission.

                              /s/ Ernst & Young LLP

Baltimore, Maryland
April 18, 2000










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