-----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, F/iykLJjfIGjhDCVeC2kdgsY8HpM1AG8S5mbKSc8abGiVSTfIFrNVLptHzqt33R6 ib45sqfGQVwaVcv3c81MPg== 0000891020-99-001640.txt : 20000211 0000891020-99-001640.hdr.sgml : 20000211 ACCESSION NUMBER: 0000891020-99-001640 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 4 333-84035 FILED AS OF DATE: 19990929 EFFECTIVENESS DATE: 19990929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNAP NETWORK SERVICES CORP/WA CENTRAL INDEX KEY: 0001056386 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 91896926 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-88055 FILM NUMBER: 99719956 BUSINESS ADDRESS: STREET 1: TWO UNION SQUARE 601 UNION ST STREET 2: SUITE 1000 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2064418800 MAIL ADDRESS: STREET 1: TWO UNION SQUARE 601 UNION ST STREET 2: SUITE 1000 CITY: SEATTLE STATE: WA ZIP: 98101 S-1MEF 1 S-1MEF 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ INTERNAP NETWORK SERVICES CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) WASHINGTON 7374 91-1896926 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
601 UNION STREET, SUITE 1000 SEATTLE, WASHINGTON 98101 (206) 441-8800 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ANTHONY C. NAUGHTIN PRESIDENT AND CHIEF EXECUTIVE OFFICER INTERNAP NETWORK SERVICES CORPORATION 601 UNION STREET, SUITE 1000 SEATTLE, WASHINGTON 98101 (206) 441-8800 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: CHRISTOPHER W. WRIGHT, ESQ. PETER E. WILLIAMS III, ESQ. DOUGLAS H. HAEUBER, ESQ. VICTOR H. SIM, ESQ. H. MARLOW GREEN, ESQ. MAILE Y.C. YANG, ESQ. COOLEY GODWARD LLP MORRISON & FOERSTER LLP 5200 CARILLON POINT 755 PAGE MILL ROAD KIRKLAND, WA 98033-7355 PALO ALTO, CA 94304-1018 (425) 893-7700 (650) 813-5652
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-84035 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement number for the same offering. [ ] - --------------- If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] - --------------- If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED(1)(2) SHARE(3) PRICE(3) REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value per share................................ 920,000 $20.00 $18,400,000 $5,116(4) - --------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------
(1) Includes 120,000 shares which the underwriters have the option to purchase to cover over-allotments, if any. (2) Does not include 10,005,000 shares of Common Stock previously registered for which the registration fee has previously been paid. (3) The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the proposed offering price for the shares of Common Stock offered hereby. (4) Calculated pursuant to Rule 457(a). - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement filed under the Securities Act of 1933, as amended, by InterNAP Network Services Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") hereby incorporates by reference the contents of the Registration Statement on Form S-1, as amended, (File No. 333-84035) relating to the offering of up to 10,005,000 shares of Common Stock of the Company initially filed on July 29, 1999. CERTIFICATION The Company hereby certifies to the Commission that it has instructed its bank to pay the Commission the filing fee of $5,116 for the additional securities being registered hereby as soon as practicable (but in any event no later than the close of business on September 29, 1999); that it will not revoke such instructions; that it has sufficient funds in the relevant account to cover the amount of the filing fee; and that it undertakes to confirm receipt of such instructions by the bank on September 29, 1999. 1 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereinto duly authorized, in the City of Seattle, State of Washington, on the 29th day of September, 1999. INTERNAP NETWORK SERVICES CORPORATION By: * --------------------------------------- Anthony C. Naughtin Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE --------- ----- ---- * Chief Executive Officer and September 29, 1999 - ----------------------------------------------------- President (Principal Executive Anthony C. Naughtin Officer) /s/ PAUL E. MCBRIDE Vice President and Chief September 29, 1999 - ----------------------------------------------------- Financial Officer (Principal Paul E. McBride Finance and Accounting Officer) * Chairman of the Board September 29, 1999 - ----------------------------------------------------- Eugene Eidenberg * Director September 29, 1999 - ----------------------------------------------------- William J. Harding * Director September 29, 1999 - ----------------------------------------------------- Frederic W. Harman * Director September 29, 1999 - ----------------------------------------------------- Robert J. Lunday, Jr. * Director September 29, 1999 - ----------------------------------------------------- Kevin L. Ober * Director September 29, 1999 - ----------------------------------------------------- Robert D. Shurtleff, Jr. By: /s/ PAUL E. MCBRIDE ------------------------------------------------- Paul E. McBride (Attorney-in-Fact)
2 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Counsel (included in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 24.1+ Power of Attorney. 27.1 Financial Data Schedule.
- --------------- + Incorporated by reference to the Signature Page of the Company's Registration Statement on Form S-1 (File No. 333-84035) initially filed on July 29, 1999. EX-5.1 2 OPINION OF COOLEY GODWARD LLP 1 EXHIBIT 5.1 [COOLEY GODWARD LLP LETTERHEAD] September 29, 1999 InterNAP Network Services Corporation 601 Union Street, Suite 1000 Seattle, WA 98101 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by InterNAP Network Services Corporation (the "Company") of a Registration Statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") covering an underwritten public offering of up to ten million nine hundred twenty five thousand (10,925,000) shares of Common Stock (the "Common Stock"). In connection with this opinion, we have (i) examined and relied upon the Registration Statement and related Prospectus, the Company's Articles of Incorporation,as amended, and Bylaws, as currently in effect, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below; (ii) assumed that the Amended and Restated Articles of Incorporation, as set forth in Exhibit 3.2 of the Registration Statement, shall have been duly approved and filed with the office of the Washington Secretary of State; and (iii) that the shares of Common Stock will be sold by the Underwriters at a price established by the Pricing Committee of the Board of Directors of the Company. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Common Stock, when sold and issued in accordance with the Registration Statement and related Prospectus, will be validly issued, fully paid and non-assessable. We consent to the reference to our firm under the caption "Legal Matters" in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD LLP By: /s/ CHRISTOPHER W. WRIGHT ------------------------------ Christopher W. Wright EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use of our reports dated April 2, 1999 relating to the financial statements and financial statement schedule of InterNAP Network Services Corporation in this Registration Statement on Form S-1 for the registration of 920,000 shares of common stock, which incorporates by reference the Registration Statement on Form S-1 (No. 333-84035) and the related prospectus of InterNAP Network Services Corporation declared effective September 29, 1999. We also consent to the reference to us under the headings "Experts" and "Selected Financial Data" in such Registration Statement. PricewaterhouseCoopers LLP Seattle, Washington September 27, 1999 EX-27.1 4 FINANCIAL DATA SCHEDULE
5 1000 6-MOS DEC-31-1999 JAN-01-1999 JUN-30-1999 3,301 9,995 1,655 78 0 15,070 15,975 2,310 30,830 6,780 6,776 0 50 4 17,220 30,830 3,410 3,410 0 19,862 (303) 58 147 (16,149) 0 0 0 0 0 (16,149) (4.78) (4.78)
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