-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RLw4eWZVGIaA3v/3UiQ6jpbLrxGPqfMAm5TnWlG3MK7BupxxfB+3j49E4HZ1CTn2 Zk1ZkXOjihrsGvbSD7BKjw== 0001047469-03-004384.txt : 20030207 0001047469-03-004384.hdr.sgml : 20030207 20030207142349 ACCESSION NUMBER: 0001047469-03-004384 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030207 GROUP MEMBERS: ANN H. LAMONT GROUP MEMBERS: BANDEL L. CARANO GROUP MEMBERS: DAVID B. WALROD GROUP MEMBERS: EDWARD F. GLASSMEYER GROUP MEMBERS: FREDRIC W. HARMAN GROUP MEMBERS: OAK ASSOCIATES VIII, LLC GROUP MEMBERS: OAK ASSOCIATES X, LLC GROUP MEMBERS: OAK INVESTMENT PARTNERS VIII, LIMITED PARTNERSHIP GROUP MEMBERS: OAK INVESTMENT PARTNERS X, LIMITED PARTNERSHIP GROUP MEMBERS: OAK VIII AFFILIATES FUND, LIMITED PARTNERSHIP GROUP MEMBERS: OAK VIII AFFILIATES, LLC GROUP MEMBERS: OAK X AFFILIATES FUND, LIMITED PARTNERSHIP GROUP MEMBERS: OAK X AFFILIATES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNAP NETWORK SERVICES CORP CENTRAL INDEX KEY: 0001056386 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 911896926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56941 FILM NUMBER: 03544308 BUSINESS ADDRESS: STREET 1: 601 UNION STREET SUITE 1000 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2064418800 MAIL ADDRESS: STREET 1: 601 UNION STREET SUITE 1000 CITY: SEATTLE STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: INTERNAP NETWORK SERVICES CORP/WA DATE OF NAME CHANGE: 19990721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OAK MANAGEMENT CORP CENTRAL INDEX KEY: 0001030818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE GORHAM ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032268346 MAIL ADDRESS: STREET 1: ONE GORHAM ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 SC 13G/A 1 a2102534zsc13ga.txt SCHEDULE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------- SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO.___5__)(1) InterNAP Network Services Corporation -------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.001 Per Share -------------------------------------------------------------------- (Title of Class of Securities) 45885A102 -------------------------------------------------------------------- (CUSIP Number) December 31, 2002 -------------------------------------------------------------------- (Date of Event which requires filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) / / Rule 13d-1(c) /X/ Rule 13d-1(d) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Cusip No. 45885A102 13G Page 2 of 28 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak Investment Partners VIII, Limited Partnership 06-1522124 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 9,338,585 Shares of Common Stock Number of 6. Shared Voting Power Shares Not applicable Beneficially Owned by Each 7. Sole Dispositive Power Reporting 9,338,585 Shares of Common Stock Person With: 8. Shared Dispositive Power Not applicable 9. Aggregate Amount Beneficially Owned by Each Reporting Person 9,338,585 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 5.8% 12. Type of Reporting Person* PN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 45885A102 13G Page 3 of 28 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak Associates VIII, LLC 06-1523705 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 9,338,585 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 9,338,585 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 9,338,585 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 5.8% 12. Type of Reporting Person* OO-LLC SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 45885A102 13G Page 4 of 28 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak VIII Affiliates Fund, Limited Partnership 06-1528836 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 219,605 Shares of Common Stock Number of 6. Shared Voting Power Shares Not applicable Beneficially Owned by Each 7. Sole Dispositive Power Reporting 219,605 Shares of Common Stock Person With: 8. Shared Dispositive Power Not applicable 9. Aggregate Amount Beneficially Owned by Each Reporting Person 219,605 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person* PN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 45885A102 13G Page 5 of 28 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak VIII Affiliates, LLC 06-1531129 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 219,605 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 219,605 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 219,605 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person* OO-LLC SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 45885A102 13G Page 6 of 28 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak Investment Partners X, Limited Partnership 06-1601019 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 14,586,478 Shares of Common Stock Number of 6. Shared Voting Power Shares Not applicable Beneficially Owned by Each 7. Sole Dispositive Power Reporting 14,586,478 Shares of Common Stock Person With: 8. Shared Dispositive Power Not applicable 9. Aggregate Amount Beneficially Owned by Each Reporting Person 14,586,478 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 8.3% 12. Type of Reporting Person* PN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 45885A102 13G Page 7 of 28 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak Associates X, LLC 06-1630661 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 14,586,478 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 14,586,478 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 14,586,478 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 8.3% 12. Type of Reporting Person* OO-LLC SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 45885A102 13G Page 8 of 28 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak X Affiliates Fund, Limited Partnership 06-162220 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 234,165 Shares of Common Stock Number of 6. Shared Voting Power Shares Not applicable Beneficially Owned by Each 7. Sole Dispositive Power Reporting 234,165 Shares of Common Stock Person With: 8. Shared Dispositive Power Not applicable 9. Aggregate Amount Beneficially Owned by Each Reporting Person 234,165 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person* PN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 45885A102 13G Page 9 of 28 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak X Affiliates, LLC 06-1630662 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 234,165 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 234,165 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 234,165 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person* OO-LLC SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 45885A102 13G Page 10 of 28 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak Management Corporation 06-0990851 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 24,378,833 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8 . Shared Dispositive Power 24,378,833 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 24,378,833 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 13.9% 12. Type of Reporting Person* CO SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 45885A102 13G Page 11 of 28 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Bandel L. Carano 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 24,378,833 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 24,378,833 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 24,378,833 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 13.9% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 45885A102 13G Page 12 of 28 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Gerald R. Gallagher 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 9,558,190 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 9,558,190 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 9,558,190 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 5.9% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 45885A102 13G Page 13 of 28 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Edward F. Glassmeyer 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 24,378,833 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 24,378,833 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 24,378,833 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 13.9% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 45885A102 13G Page 14 of 28 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Fredric W. Harman 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power 103,052 Number of 6. Shared Voting Power Shares 24,378,833 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting 103,052 Person With: 8. Shared Dispositive Power 24,378,833 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 24,481,885 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 14.0% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 45885A102 13G Page 15 of 28 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Ann H. Lamont 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 24,378,833 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 24,378,833 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 24,378,833 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 13.9% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 45885A102 13G Page 16 of 28 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) David B. Walrod 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 14,820,643 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 14,820,643 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 14,820,643 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 8.4% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Page 17 of 28 Schedule 13G Amendment No. 5* Common Stock Par Value $0.001 CUSIP No. 45885A102 ITEM 1(a) NAME OF ISSUER: InterNAP Network Services Corporation ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 601 Union Street, Suite 1000 Seattle, Washington 98101 ITEM 2(a) NAME OF PERSON FILING: Oak Investment Partners VIII, Limited Partnership Oak Associates VIII, LLC Oak VIII Affiliates Fund, Limited Partnership Oak VIII Affiliates, LLC Oak Investment Partners X, Limited Partnership Oak Associates X, LLC Oak X Affiliates Fund, Limited Partnership Oak X Affiliates, LLC Oak Management Corporation Bandel L. Carano Gerald R. Gallagher Edward F. Glassmeyer Fredric W. Harman Ann H. Lamont David B. Walrod ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: c/o Oak Management Corporation One Gorham Island Westport, Connecticut 06880 ITEM 2(c) CITIZENSHIP: Please refer to Item 4 on each cover sheet for each filing person. ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common stock, par value $0.001 per share. ITEM 2(e) CUSIP NUMBER: 45885A102 ITEM 3 Not applicable Page 18 of 28 ITEM 4 OWNERSHIP. The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons is based upon 160,583,149 shares of Common Stock outstanding as of December 31, 2002, as reported in the Issuer's Amendment to the Quarterly Report on Form 10-Q/A for the fiscal quarter ended September 30, 2002, plus shares issuable upon conversion or exercise of options and warrants to acquire Common Stock and upon the conversion of Series A Preferred Stock as described in the following four paragraphs. Amounts shown as beneficially owned by each of Oak Investment Partners VIII, Limited Partnership ("Oak Investment VIII"), Oak Associates VIII, LLC, Oak Management Corporation ("Oak Management"), Bandel L. Carano, Gerald R. Gallagher, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont include currently exercisable options to purchase 58,860 shares of Common Stock which may be deemed to be held by Fredric W. Harman on behalf of Oak Investment VIII. Amounts shown as beneficially owned by each of Oak VIII Affiliates Fund, Limited Partnership ("Oak Affiliates VIII") and Oak VIII Affiliates, LLC, Oak Management, Bandel L. Carano, Gerald R. Gallagher, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont include currently exercisable options to purchase 1,140 shares of Common Stock which may be deemed to be held by Fredric W. Harman on behalf of Oak Affiliates VIII. Amounts shown as beneficially owned by each of Oak Investment Partners X, Limited Partnership ("Oak Investment X") and Oak Associates X, LLC, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and David B. Walrod include (i) currently exercisable warrants to purchase 2,917,296 shares of Common Stock held by Oak Investment X and (ii) the 11,669,182 shares of Common Stock into which the shares of Series A Preferred Stock held by Oak Investment X may be converted. Amounts shown as beneficially owned by each of Oak X Affiliates Fund, Limited Partnership ("Oak Affiliates X"), Oak X Affiliates, LLC, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and David B. Walrod include (i) currently exercisable warrants to purchase 46,833 shares of Common Stock held by Oak Affiliates X and (ii) the 187,332 shares of Common Stock into which the shares of Series A Preferred Stock held by Oak Affiliates X may be converted. Amounts shown as beneficially owned by Mr. Harman include 94,853 shares of Common Stock held by Mr. Harman and an aggregate of 8,199 shares of Common Stock held in trust for the benefit of Mr. Harman's three minor children. Mr. Harman disclaims beneficial ownership of the shares held in trust for his three minor children. By making this filing, the Reporting Persons acknowledge that they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with the securities of the Issuer. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of all shares of Common Stock or securities convertible into or exercisable for Common Stock other than any shares or other securities reported herein as being owned by it, him or her, as the case may be. Please see Items 5, 6, 7, 8, 9 and 11 for each cover sheet for each filing entity. ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Page 19 of 28 If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable ITEM 9 NOTICE OF DISSOLUTION OF GROUP. Not applicable ITEM 10 CERTIFICATIONS. Not applicable Page 20 of 28 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SIGNATURE: Dated: February 7, 2003 Entities: Oak Investment Partners VIII, Limited Partnership Oak Associates VIII, LLC Oak VIII Affiliates Fund, Limited Partnership Oak VIII Affiliates, LLC Oak Investment Partners X, Limited Partnership Oak Associates X, LLC Oak X Affiliates Fund, Limited Partnership Oak X Affiliates, LLC Oak Management Corporation By: /s/ Edward F. Glassmeyer ---------------------------------- Edward F. Glassmeyer, as General Partner or Managing Member or as Attorney-in-fact for the above-listed entities Individuals: Bandel L. Carano Gerald R. Gallagher Edward F. Glassmeyer Fredric W. Harman Ann H. Lamont David B. Walrod By: /s/ Edward F. Glassmeyer ---------------------------------- Edward F. Glassmeyer, Individually and as Attorney-in-fact for the above-listed individuals Page 21 of 28 INDEX TO EXHIBITS
Page ---- EXHIBIT A Agreement of Reporting Persons 22 EXHIBIT B Power of Attorney 23
EX-99.A 3 a2102534zex-99_a.txt EXHIBIT 99A EXHIBIT 99(A) Page 22 of 28 EXHIBIT A AGREEMENT OF REPORTING PERSONS Each of the undersigned hereby agrees that Amendment No. 5 to the Schedule 13G filed on the date hereof with respect to the shares of Common Stock of InterNAP Network Services Corporation has been filed on behalf of the undersigned. SIGNATURE: Dated: February 7, 2003 Entities: Oak Investment Partners VIII, Limited Partnership Oak Associates VIII, LLC Oak VIII Affiliates Fund, Limited Partnership Oak VIII Affiliates, LLC Oak Investment Partners X, Limited Partnership Oak Associates X, LLC Oak X Affiliates Fund, Limited Partnership Oak X Affiliates, LLC Oak Management Corporation By: /s/ Edward F. Glassmeyer ---------------------------------- Edward F. Glassmeyer, as General Partner or Managing Member or as Attorney-in-fact for the above-listed entities Individuals: Bandel L. Carano Gerald R. Gallagher Edward F. Glassmeyer Fredric W. Harman Ann H. Lamont David B. Walrod By: /s/ Edward F. Glassmeyer ---------------------------------- Edward F. Glassmeyer, Individually and as Attorney-in-fact for the above-listed individuals EX-99.B 4 a2102534zex-99_b.txt EXHIBIT 99B EXHIBIT 99(B) Page 23 of 28 EXHIBIT B POWER OF ATTORNEY The undersigned hereby make, constitute and appoint each of EDWARD F. GLASSMEYER and ANN H. LAMONT, acting jointly or individually, with full power of substitution, the true and lawful attorney-in-fact for the undersigned, in the undersigned's name, place and stead and on the undersigned's behalf, to complete, execute and file with the United States Securities and Exchange Commission (the "Commission"), a statement on Schedule 13G with respect to the securities of any or all of the following entities: AVENUE A, INC., a Washington corporation; COGENT COMMUNICATIONS GROUP, INC., a Delaware corporation; CONCUR TECHNOLOGIES, INC., a Delaware corporation; INTERNAP NETWORK SERVICES CORPORATION, a Delaware corporation; ODYSSEY HEALTHCARE, INC., a Delaware corporation; REPEATER TECHNOLOGIES, INC., a Delaware corporation; VICINITY CORPORATION, a Delaware corporation; and WIRELESS FACILITIES, INC., a Delaware corporation; and any and all amendments thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and any other forms, certificates, documents or instruments (including a Joint Filing Agreement) that the attorneys-in-fact (or either of them) deems necessary or appropriate in order to enable the undersigned to comply with the requirements of said Section 13(d) and said rules and regulations. This Power of Attorney shall remain in effect for a period of two years from the date hereof or until such earlier date as a written revocation thereof is filed with the Commission. Dated: February 7, 2003 Page 24 of 28 Oak Management Corporation By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: President Oak Investment Partners VI, Limited Partnership By: Oak Associates VI, LLC, its general partner By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Associates VI, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak VI Affiliates Fund, Limited Partnership By: Oak VI Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak VI Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Investment Partners VII, Limited Partnership By: Oak Associates VII, LLC, its general partner By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Page 25 of 28 Oak Associates VII, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak VII Affiliates Fund, Limited Partnership By: Oak VII Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak VII Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Investment Partners VIII, Limited Partnership By: Oak Associates VIII, LLC, its general partner By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Associates VIII, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak VIII Affiliates Fund, Limited Partnership By: Oak VIII Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Page 26 of 28 Oak VIII Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Investment Partners IX, Limited Partnership By: Oak Associates IX, LLC, its general partner By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Associates IX, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak IX Affiliates Fund - A, Limited Partnership By: Oak IX Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak IX Affiliates Fund, Limited Partnership By: Oak IX Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Page 27 of 28 Oak IX Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Investment Partners X, Limited Partnership By: Oak Associates X, LLC, its general partner By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Associates X, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak X Affiliates Fund, Limited Partnership By: Oak X Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak X Affiliates, LLC By: /s/ Edward F. Glassmeyer --------------------------------------- Name: Edward F. Glassmeyer Title: Managing Member /s/ Bandel L. Carano - ------------------------------------------- Bandel L. Carano /s/ Gerald R. Gallagher - ------------------------------------------- Gerald R. Gallagher Page 28 of 28 /s/ Edward F. Glassmeyer - ------------------------------------------- Edward F. Glassmeyer /s/ Fredric W. Harman - ------------------------------------------- Fredric W. Harman /s/ Ann H. Lamont - ------------------------------------------- Ann H. Lamont /s/ David B. Walrod - ------------------------------------------- David B. Walrod -----END PRIVACY-ENHANCED MESSAGE-----