USINTERNETWORKING INC
S-8, 2000-03-06
COMPUTER PROGRAMMING SERVICES
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<PAGE>   1

      As filed with the Securities and Exchange Commission on March 6, 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. 2000 EMPLOYEE STOCK PURCHASE 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)                 1,500,000 shares           $69.53           $104,295,000       $27,533.88
====================================================================================================================
</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 March 1, 2000.


<PAGE>   2


                                     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 THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents previously filed by USINTERNETWORKING, Inc, (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated as of their respective dates in this Registration Statement on Form
S-8 (the "Registration Statement") by reference:

1.     The Company's Prospectus filed with the Commission pursuant to Rule
       424(b) on February 17, 2000.

2.     Description of the Company's Common Stock incorporated by reference into
       the Company's Registration Statement on Form 8-A filed with the
       Commission on April 8, 1999.

       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 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       The validity of the shares of Common Stock registered hereunder will be
passed upon for the Company by Latham & Watkins, Washington, D.C. Two partners
of Latham & Wathers each own 1,000 shares of Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 145 of the General Corporation Law of the State of Delaware
("Section 145") permits a Delaware corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe such person's conduct was unlawful.

       In the case of an action by or in the right of the corporation, Section
145 permits the corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interest of the corporation. No indemnification may be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was


                                       2
<PAGE>   3


brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

       To the extent that a present or former director or officer of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in the preceding two paragraphs, Section
145 requires that such person be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

       Section 145 provides that expenses (including attorneys' fees) incurred
by an officer or director in defending any civil, criminal, administrative, or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the corporation as authorized in Section 145.

       The Company's Amended and Restated Certificate of Incorporation (the
"Certificate") provides that an officer or director of the Company will not be
personally liable to the Company or its stockholders for monetary damages for
any breach of his fiduciary duty as an officer or director, except in certain
cases where liability is mandated by the DGCL. The provision has no effect on
any non-monetary remedies that may be available to the Company or its
stockholders, nor does it relieve the Company or its officers or directors from
compliance with federal or state securities laws. The Certificate also generally
provides that the Company shall indemnify, to the fullest extent permitted by
law, any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit investigation, administrative
hearing or any other proceeding (each, a "Proceeding") by reason of the fact
that he is or was a director or officer of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
entity, against expenses incurred by him in connection with such Proceeding. An
officer or director shall not be entitled to indemnification by the Company if
(i) the officer or director did not act in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company, or (ii)
with respect to any criminal action or proceeding, the officer or director had
reasonable cause to believe his conduct was unlawful.

       The Underwriting Agreement filed as Exhibit 1.1 to the Company's
Registration Statement on Form S-1 provides for indemnification by of the
Company and its directors and certain officers, and by the Company of the
Underwriters for certain liabilities arising under the Securities Act or
otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

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>
         4.1              Form of Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated
                          by reference to the Company's Registration Statement on Form S-1 (File No. 333-70717))

         4.4              First Amendment to the Company's Second Amended and Restated Certificate of Incorporation
                          (incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 333-95543))

         4.3              Form of Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2
                          to the Company's Registration Statement on Form S-1 (File No. 333-70717))

         4.4              Specimen Certificate for shares of Common Stock par value $.001 (incorporated by reference to the
                          Company's Registration Statement on Form S-1 (File No. 333-70717)).

         *4.5             USinternetworking, Inc. 2000 Employee Stock Purchase Plan

         *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
</TABLE>


                                       3
<PAGE>   4


<TABLE>
       <S>                <C>
         *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.

ITEM 9.  UNDERTAKINGS.

       Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

       The undersigned registrant hereby undertakes:

       (1)    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 of 1933;

              (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

              (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)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
these paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of
1934 that are incorporated by reference in the registration statement.

       (2)    That, for the purpose of determining any liability under the
              Securities Act of 1933, each such post-effective amendment shall
              be deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities at
              that time shall be deemed to be the initial BONA FIDE offering
              thereof.

       (3)    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.

       The undersigned registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act of 1933, each filing
       of the registrant's annual report pursuant to Section 13(a) or 15(d) of
       the Securities Exchange Act of 1934 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.


                                       4
<PAGE>   5


                                   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 March 6, 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                 March 6, 2000
- ------------------------------------           Executive Officer (Principal Executive
         Christopher R. McCleary               Officer)

       /s/ Stephen E. McManus                  President--E-Commerce Business Unit             March 6, 2000
- ------------------------------------           and Director
           Stephen E. McManus

     /s/ Harold C. Teubner, Jr.                Executive Vice President and Chief              March 6, 2000
- ------------------------------------           Financial Officer (Principal Financial
         Harold C. Teubner, Jr.                and Accounting Officer)

         /s/ R. Dean Meiszer                   Director                                        March 6, 2000
- ------------------------------------
             R. Dean Meiszer

        /s/ Benjamin Diesbach                  Director                                        March 6, 2000
- ------------------------------------
            Benjamin Diesbach

         /s/ Ray A. Rothrock                   Director                                        March 6, 2000
- ------------------------------------
             Ray A. Rothrock

         /s/ Frank A. Adams                    Director                                        March 6, 2000
- ------------------------------------
             Frank A. Adams

       /s/ William F. Earthman                 Director                                        March 6, 2000
- ------------------------------------
           William F. Earthman
</TABLE>


                                       5
<PAGE>   6


<TABLE>
<S>                                            <C>                                             <C>
          /s/ John H. Wyant                    Director                                        March 6, 2000
- ------------------------------------
              John H. Wyant

         /s/ Joseph R. Zell                    Director                                        March 6, 2000
- ------------------------------------
             Joseph R. Zell

        /s/ Michael C. Brooks                  Director                                        March 6, 2000
- ------------------------------------
            Michael C. Brooks

         /s/ David J. Poulin                   Director                                        March 6, 2000
- ------------------------------------
             David J. Poulin

        /s/ Cathy M. Brienza                   Director                                        March 6, 2000
- ------------------------------------
            Cathy M. Brienza
</TABLE>











                                       6

<PAGE>   1
                                                                     EXHIBIT 4.5

[USi LOGO]                                                          CONFIDENTIAL

                             USINTERNETWORKING, INC.
                        2000 EMPLOYEE STOCK PURCHASE PLAN

                                   ARTICLE I.
                  PURPOSE, SCOPE AND ADMINISTRATION OF THE PLAN

1.1    Purpose and Scope

       The purpose of the USinternetworking, Inc. 2000 Employee Stock Purchase
Plan is to assist employees of USinternetworking, Inc. and its subsidiaries in
acquiring a stock ownership interest in the Company pursuant to a plan which is
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code of 1986, as amended.

1.2    Administration of Plan

       The Plan shall be administered by the Committee. The Committee shall have
the power to make, amend and repeal rules and regulations for the interpretation
and administration of the Plan consistent with the qualification of the plan
under Section 423 of the Code, and the Committee also is authorized to change
the Option Periods, Offering Dates and Exercise Dates under the Plan by
providing written notice to all Employees at least 15 days prior to the date
following which such changes will take effect. The Committee may delegate
administrative tasks under the Plan to one or more Officers of the Company. The
Committee's interpretation and decisions in respect to the Plan shall be final
and conclusive.

                                   ARTICLE II.
                                   DEFINITIONS

       Whenever the following terms are used in this Plan, they shall have the
meaning specified below unless the context clearly indicates to the contrary.
The singular pronoun shall include the plural where the context so indicates.

2.1    "Board" shall mean the Board of Directors of the Company.

2.2    "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.3    "Committee" shall mean the Compensation Committee of the Board, which
Committee shall administer the Plan as provided in Section 1.2 above.

2.4    "Common Stock" shall mean shares of common stock of the Company.

2.5    "Company" shall mean USinternetworking, Inc.

2.6    "Compensation" shall mean the base salary, bonuses, overtime and
commissions paid to an Employee by the Company or a Subsidiary in accordance
with established payroll procedures.


                                   Page 1 of 8
<PAGE>   2

[USi LOGO]                                                          CONFIDENTIAL

2.7    "Eligible Employee" shall mean an Employee who (a) is customarily
scheduled to work at least 20 hours per week and (b) whose customary employment
is more than five (5) months in a calendar year.

2.8    "Employee" shall mean any employee of the Company or a Subsidiary.

2.9    "Exercise Date" shall mean each February 28 (or, each leap year, February
29) and August 31.

2.10   "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

2.11   "Fair Market Value" of a share of Common Stock as of a given date shall
mean (i) the closing price of the sale of Common Stock on the Nasdaq National
Market System ("Nasdaq") as of 4:00 P.M., New York time on such date or on the
immediately preceding trading date, or (ii) if Common Stock is not quoted on
Nasdaq, the fair market value of a share of Common Stock as established by the
Committee acting in good faith.

2.12   "Offering Date" shall mean each March 1 and September 1; provided,
however, that the first Offering Date under the Plan shall be March 24, 2000.

2.13   "Officer" shall mean an employee of the Company who is either an
executive officer or member of the management of the Company.

2.14   "Option Period" shall mean the period beginning on an Offering Date and
ending on the next succeeding Exercise Date.

2.15   "Option Price" shall mean the purchase price of a share of Common Stock
hereunder as provided in Section 4.1 below.

2.16   "Participant" shall mean any Eligible Employee who elects to participate.

2.17   "Plan" shall mean this USinternetworking, Inc. 2000 Employee Stock
Purchase Plan, as it may be amended from time to time.

2.18   "Plan Account" shall mean a bookkeeping account established and
maintained by the Company in the name of each Participant.

2.19   "Subsidiary" shall mean any corporation of which the Company or a
Subsidiary owns stock possessing 50% or more of the total combined voting power
of all classes of stock in the corporation.


                                   Page 2 of 8
<PAGE>   3


[USi LOGO]                                                          CONFIDENTIAL

                                  ARTICLE III.
                                  PARTICIPATION

3.1    Eligibility

       An Eligible Employee may participate in the Plan if immediately after the
applicable Offering Date, that Employee would not be deemed for purposes of
Section 423(b)(3) of the Code to possess 5% or more of the total combined voting
power or value of all classes of stock of the Company or any Subsidiary.

3.2    Election to Participate; Payroll Deductions

       (a)    An Eligible Employee may participate in the Plan only by means of
payroll deduction. An Eligible Employee may elect to participate in the Plan
during an Option Period by delivering to the Company in the calendar month
preceding the Offering Date on which such Option Period commences a written
payroll deduction authorization on a form prescribed by the Company; provided,
however that for the Option Period commencing on the March 24, 2000, an Eligible
Employee may elect to participate in the Plan at any time on or prior to the
March 24, 2000.

       (b)    Payroll deductions (i) shall be equal to at least 1%, but not more
than 15%, of the Participant's Compensation as of the Offering Date; (ii) must
equal at least five dollars ($5.00) per pay period; and (iii) may be expressed
either as (A) a whole number percentage or (B) a fixed dollar amount, subject to
the provisions of Sections 4.2 and 4.3 below. Amounts deducted from a
Participant's Compensation pursuant to this Section 3.2 shall be credited to the
Participant's Plan Account.

3.3    Leave of Absence

       During leaves of absence approved by the Company meeting the requirements
of Regulation Section 1.421-7(h)(2) under the Code, a Participant may continue
participation in the Plan by making cash payments to the Company on his or her
normal payday equal to his or her authorized payroll deduction.

                                   ARTICLE IV.
                               PURCHASE OF SHARES

4.1    Option Price

       The Option Price per share of the Common Stock sold to Participants
hereunder shall be 85% of the Fair Market Value of such share on either the
Offering Date or the Exercise Date of the Option Period, whichever is lower, but
in no event shall the Option Price per share be less than the par value per
share ($0.001) of the Common Stock.


                                   Page 3 of 8
<PAGE>   4

[USi LOGO]                                                          CONFIDENTIAL

4.2    Purchase of Shares

       (a)    On each Exercise Date on which he or she is employed, each
Participant will automatically and without any action on his or her part be
deemed to have exercised his or her option to purchase at the Option Price the
largest number of whole shares of Common Stock which can be purchased with the
amount in the Participant's Plan Account. The balance, if any, remaining in the
Participant's Plan Account (after exercise of his or her option) as of an
Exercise Date shall be carried forward to the next Option Period, unless the
Participant has elected to withdraw from the Plan pursuant to Section 6.1 below.

       (b)    As soon as practicable following each Exercise Date, the Company
will deliver to the Participant a certificate issued in his or her name for such
number of shares purchased by such Participant pursuant to subsection (a) above.
In the event the Company is required to obtain from any commission or agency
authority to issue any such certificate, the Company will seek to obtain such
authority. Inability of the Company to obtain from any such commission or agency
authority which counsel for the Company deems necessary for the lawful issuance
of any such certificate shall relieve the Company from liability to any
Participant except to refund to him or her the amount withheld.

4.3    Limitations on Purchase

       No Employee shall be granted an option under the Plan which permits his
or her rights to purchase Common Stock under the Plan or any other employee
stock purchase plan of the Company or any of its Subsidiaries to accrue at a
rate which exceeds $25,000 (as measured by the Fair Market Value of such Common
Stock at the time the option is granted) for each calendar year such option is
outstanding. For purposes of this Section 4.3, the right to purchase Common
Stock under an option accrues when the option (or any portion thereof) becomes
exercisable, and the right to purchase Common Stock which has accrued under one
option under the Plan may not be carried over to any other option.

4.4    Transferability of Rights

       An option granted under the Plan shall not be transferable and is
exercisable only by the Participant. No option or interest or right to the
option shall be available to pay off any debts, contracts or engagements of the
Participant or his or her successors in interest or shall be subject to
disposition by pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempt at disposition of the option shall have
no effect.


                                  Page 4 of 8
<PAGE>   5

[USi LOGO]                                                          CONFIDENTIAL

                                   ARTICLE V.
                       PROVISIONS RELATING TO COMMON STOCK

5.1    Common Stock Reserved

       Subject to adjustment as provided in Section 5.2, the maximum number of
shares of Common Stock that shall be made available for sale under this Plan
shall be 1,500,000, plus an annual increase on the first day of each of the
Company's fiscal years beginning in 2001 and ending in 2010, equal to the lesser
of (a) 1,000,000 shares, (b) 0.75% of the shares outstanding on the last day of
the immediately preceding fiscal year, or (c) such lesser number of shares as is
determined by the Board. Shares of Common Stock made available for sale under
this Plan may be authorized but unissued or reacquired shares reserved for
issuance under this Plan.

5.2    Adjustment for Changes in Common Stock

       In the event that adjustments are made in the number of outstanding
shares of Common Stock or the shares are exchanged for a different class of
stock of the Company by reason of stock dividend, stock split or other
subdivision, the Committee shall make appropriate adjustments in (a) the number
and class of shares or other securities that may be reserved for purchase
hereunder and (b) the Option Price of outstanding options.

5.3    Merger, Acquisition or Liquidation

       In the event of the merger or consolidation of the Company into another
corporation, the acquisition by another corporation of all or substantially all
of the Company's assets or 80% or more of the Company's then outstanding voting
stock or the liquidation or dissolution of the Company, the date of exercise
with respect to outstanding options shall be the business day immediately
preceding the effective date of such merger, consolidation, acquisition,
liquidation or dissolution unless the Committee shall, in its sole discretion,
provide for the assumption or substitution of such options in a manner complying
with Section 424(a) of the Code.

5.4    Insufficient Shares

       If the aggregate funds available for the purchase of Common Stock on any
Exercise Date would cause an issuance of shares in excess of the number provided
for in Section 5.1 above, (a) the Committee shall proportionately reduce the
number of shares that would otherwise be purchased by each Participant in order
to eliminate such excess, and (b) the Plan shall automatically terminate
immediately after such Exercise Date.

5.5    Rights as Stockholders

       With respect to shares of Common Stock subject to an option, a
Participant shall not be deemed to be a stockholder and shall not have any of
the rights or privileges of a stockholder. A


                                  Page 5 of 8
<PAGE>   6

[USi LOGO]                                                          CONFIDENTIAL

Participant shall have the rights and privileges of a stockholder when, but not
until, a certificate has been issued to him or her following exercise of his or
her option.

                                   ARTICLE VI.
                          TERMINATION OF PARTICIPATION

6.1    Cessation of Contributions; Voluntary Withdrawal

       (a)    A Participant may cease payroll deductions during an Option Period
by delivering written notice of such cessation to the Company. Upon any such
cessation, the Participant may elect either to withdraw from the Plan pursuant
to subsection (b) below or to have amounts credited to his or her Plan Account
held in the Plan for the purchase of Common Stock pursuant to Section 4.2. A
Participant who ceases contributions to the Plan during any Option Period shall
not be permitted to resume contributions to the Plan during that Option Period.

       (b)    A Participant may withdraw from the Plan at any time by written
notice to the Secretary of the Company prior to the close of business on an
Exercise Date. Within 21 days after the notice of withdrawal is delivered, the
Company shall refund the entire amount, if any, in a Participant's Plan Account
to him or her, at which time, the Participant's payroll deduction authorization,
his or her interest in the Plan and his or her option under the Plan shall
terminate. Any Eligible Employee who withdraws from the Plan may again become a
Participant in accordance with Section 3.2 above.

6.2    Termination of Eligibility

       (a)    If a Participant ceases to be eligible under Section 3.1 above for
any reason, the amount in such Participant's Plan Account will be refunded to
the Participant or his or her designated beneficiary or estate within 21 days of
his or her termination of employment or other cessation of eligibility.

       (b)    Upon payment by the Company to the Participant or his or her
beneficiary or estate of the remaining balance, if any, in Participant's Plan
Account, the Participant's interest in the Plan and the Participant's option
under the Plan shall terminate.

                                  ARTICLE VII.
                               GENERAL PROVISIONS

7.1    Condition of Employment

       Neither the creation of the Plan nor an Employee's participation therein
shall be deemed to create a contract of employment, any right of continued
employment or in any way affect the right of the Company or a Subsidiary to
terminate an Employee at any time with or without cause.


                                  Page 6 of 8
<PAGE>   7

[USi LOGO]                                                          CONFIDENTIAL

7.2    Amendment of the Plan

       (a)    The Board may amend, suspend or terminate the Plan at any time and
from time to time; provided, however, that without approval of the Company's
stockholders given within 12 months before or after action by the Board, the
Plan may not be amended to increase the maximum number of shares subject to the
Plan or change the designation or class of Eligible Employees.

       (b)    Upon termination of the Plan, the balance in each Participant's
Plan Account shall be refunded within 21 days of such termination.

7.3    Use of Funds; No Interest Paid

       All funds received by the Company by reason of purchase of Common Stock
under this Plan will be included in the general funds of the Company free of any
trust or other restriction and may be used for any corporate purpose. No
interest will be paid to any Participant or credited under the Plan.

7.4    Term; Approval by Stockholders

       The Plan shall terminate on the tenth anniversary of the date of its
initial approval by the stockholders of the Company, unless earlier terminated
by action of the Board. No option may be granted during any period of suspension
of the Plan nor after termination of the Plan. The Plan will be submitted for
the approval of the Company's stockholders within 12 months after the date of
the Board's initial adoption of the Plan. Options may be granted prior to such
stockholder approval; provided, however, that such options shall not be
exercisable prior to the time when the Plan is approved by the stockholders;
provided further that if such approval has not been obtained by the end of said
12-month period, all options previously granted under the Plan shall thereupon
be canceled and become null and void.

7.5    Effect Upon Other Plans

       The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company or any Subsidiary. Nothing in this
Plan shall be construed to limit the right of the Company or any Subsidiary (a)
to establish any other forms of incentives or compensation for employees of the
Company or any Subsidiary or (b) to grant or assume options otherwise than under
this Plan in connection with any proper corporate purpose, including, but not by
way of limitation, the grant or assumption of options in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.


                                  Page 7 of 8
<PAGE>   8

[USi LOGO]                                                          CONFIDENTIAL

7.6    Conformity to Securities Laws

       Notwithstanding any other provision of this Plan, this Plan and the
participation in this Plan by any individual who is then subject to Section 16
of the Exchange Act shall be subject to any additional limitations set forth in
any applicable exemptive rule under Section 16 of the Exchange Act (including
any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the
application of such exemptive rule. To the extent permitted by applicable law,
the Plan shall be deemed amended to the extent necessary to conform to such
applicable exemptive rule.

7.7    Notice of Disposition of Shares

       The Company may require any Participant to give the Company prompt notice
of any disposition of shares of Common Stock, acquired pursuant to the Plan,
within two years after the applicable Offering Date or within one year after the
applicable Exercise Date with respect to such shares. The Company may direct
that the certificates evidencing shares acquired pursuant to the Plan refer to
such requirement.

7.8    Tax Withholding

       The Company shall be entitled to require payment in cash or deduction
from other compensation payable to each Participant of any sums required by
federal, state or local tax law to be withheld with respect to any purchase of
shares of Common Stock under the Plan or any sale of such shares.

7.9    Governing Law

       The Plan and all rights and obligations thereunder shall be construed and
enforced in accordance with the laws of the State of Delaware.

                                   * * * * * *

       I hereby certify that the foregoing USinternetworking, Inc. 2000 Employee
Stock Purchase Plan was duly approved by the Compensation Committee of the Board
of Directors of USinternetworking, Inc. on December 21, 1999.

       I hereby certify that the foregoing USinternetworking, Inc. 2000 Employee
Stock Purchase Plan was duly approved by the stockholders of USinternetworking,
Inc. on _________ ___, 2000.

       Executed on this ___ day of ___________, 2000.



                                                     ---------------------------
                                                             Secretary


                                  Page 8 of 8

<PAGE>   1
                                                                     EXHIBIT 5.1

                         [LATHAM & WATKINS LETTERHEAD]



                                  March 6, 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 1,500,000 shares of Common Stock (the "Shares") reserved for issuance under
the 2000 Employee Stock Purchase Plan (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 the issuance of the Shares 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
payment for the Shares, the Shares will be validly issued, fully paid and
non-assessable securities of the Company.


<PAGE>   2

LATHAM & WATKINS
March 6, 2000
Page 2


         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.



                                                               [SIG]
                                                    /s/ Bassan & Associados S.C.


Caracas, Venezuela
March 2, 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. 2000
Employee Stock Purchase 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 Prospectus of
USinternetworking, Inc. (filed pursuant to Rule 424(b) on February 17, 2000),
filed with the Securities and Exchange Commission.


                                           /s/ Ernst & Young LLP


Baltimore, Maryland
March 1, 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. 2000
Employee Stock Purchase Plan, of our report dated January 24, 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 the Prospectus of
USinternetworking, Inc. (filed pursuant to Rule 424(b) on February 17, 2000),
filed with the Securities and Exchange Commission.


                                           /s/ Ernst & Young LLP


Baltimore, Maryland
March 1, 2000



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