SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2001
INTERNAP NETWORK SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 000-27265 (Commission File No.) |
91-2145721 (IRS Employer Identification No.) |
601 Union Street, Suite 1000
Seattle, Washington 98101
(206) 441-8800
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (206) 441-8800
Item 5. Other Events.
On September 14, 2001, Internap Network Services Corporation, a Washington corporation ("Internap"), completed a $101,480,383 private placement of units. Internap issued an aggregate of 63,425,240 units, with each unit consisting of 1/20 of a share of Series A preferred stock and a warrant to purchase 1/4 of a share of common stock. The aggregate amount of common stock issuable upon conversion of the Series A preferred stock and the exercise of the warrants is 85,561,784 shares. The press release announcing the closing of the private placement is filed herewith as Exhibit 99.1 and incorporated herein by reference.
On September 17, 2001, Internap changed its state of incorporation from Washington to Delaware. The reincorporation was approved by the holders of a majority of Internap's outstanding shares, voting in person or by proxy, at its annual meeting held on September 13, 2001. The reincorporation was accomplished by merging Internap with and into Internap Delaware, Inc., a Delaware corporation and a wholly-owned subsidiary of Internap, with Internap Delaware, Inc. surviving. In connection with the merger, Internap Delaware, Inc. changed its name to Internap Network Services Corporation, the name under which Internap has operated since its incorporation. Each share of common stock of the Washington company was converted into one share of common stock, par value $.001 per share, of the Delaware company.
This Form 8-K is being filed by the Delaware company as a successor issuer as required by paragraph (f) of Rule 12g-3 under the Securities Exchange Act of 1934. Upon consummation of the reincorporation described above, the Delaware company's common stock was deemed to be registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder.
Item 7. Exhibits.
| 99.1 | Press Release, dated as of September 17, 2001, entitled "Internap Closes $101 Million Financing." |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| INTERNAP NETWORK SERVICES CORPORATION | ||||
| Dated: September 18, 2001 | By: | /s/ EUGENE EIDENBERG Eugene Eidenberg Chairman and Chief Executive Officer |
||
| 99.1 | Press Release, dated as of September 17, 2001, entitled "Internap Closes $101 Million Financing." |
Internap Closes $101 Million Financing
SEATTLE, WA.—September 17, 2001—Internap Network Services Corporation (Nasdaq: INAP), the leading intelligent routing services provider, today announced it has closed a $101 million private placement of units at an effective per unit purchase price of $1.48256. The offering amount had been held in escrow pending shareholder approval. Each unit is comprised of one-twentieth (1/20) of a share of Series A preferred stock and a warrant to purchase one-fourth (1/4) of a share of common stock. Each share of Series A preferred stock will be immediately convertible into 21.5843 shares of common stock. The five-year warrants, which are immediately exercisable on issuance, have an exercise price of $1.48256 per share. Upon conversion or exercise of the outstanding shares of Series A preferred stock and warrants, Internap will be obligated to issue 85,561,784 shares of common stock.
All investors have entered into lock-up agreements prohibiting any sale or hedging transaction in the purchased securities and the underlying common stock until six months after the date of closing at which time 25% of the securities will be released. An additional 25% of the securities will be released from lock-up every three months thereafter. Internap has agreed to file a registration statement for the resale of the shares of common stock issuable upon conversion of the Series A preferred stock and the exercise of the warrants within twenty days after the closing of the offering.
The units, preferred stock, warrants and common stock issuable upon conversion of the preferred stock and exercise of the warrants have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the units, the preferred stock, the warrants and the common stock issuable upon conversion of the preferred stock and the exercise of the warrants. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended.
| Internap Investor Services Contact Tim Hanson Internap Network Services 206-262-3742 thanson@internap.com |
Internap Media Contact Bill Hankes Internap Network Services 206-262-3737 bhankes@internap.com |
About Internap
Founded in 1996 in Seattle, Internap provides Internet connectivity that is faster and more reliable than conventional Internet service. Internap's patented route management technology provides direct data transmission across the major Internet backbones through a single connection from a customer's network to one of Internap's Service Points. Internap's customers bypass congestion points on the Internet, avoiding packet loss, latency and other difficulties that can plague conventional Internet connectivity. Internap services are currently available in numerous key markets throughout the United States including Atlanta, Boston, Chicago, Los Angeles, New York, San Jose and Seattle. Major companies and networks served by Internap include The Nasdaq Stock Market, Datek Online, Colgate Palmolive, Earthlink, Travelocity and many others. Internap® and P-NAP® are registered trademarks of Internap. All other trademarks and brands are the property of their respective owners. For more information, visit www.Internap.com.
"Safe Harbor" Statement
This release may contain projections or other forward-looking statements that involve risks and uncertainties. Readers are cautioned that these statements are only predictions and may differ materially from actual future events or results. Readers are referred to the documents filed by Internap with the SEC, including without limitation its most recent reports on Forms 10-K and 10-Q, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including, among other things, Internap's history of operating losses and expected future losses, Internap's limited operating history, fluctuations in Internap's quarterly operating results, Internet infrastructure and regulatory changes, volatility of stock price, deployment of new Service Points, integration of acquired businesses and rapid technological and market change. All forward-looking statements are based on information available to Internap on the date hereof, and Internap assumes no obligation to update such statements.
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