-----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, Mgh006UhM3WgQ0/4H4mzJlVYr14qtxJ0C5XUaRPEnlo3inanZ8S74sPcRdaPd1aA CuXJDtbg4EqSUz3z33uoyg== 0000950123-07-002380.txt : 20070216 0000950123-07-002380.hdr.sgml : 20070216 20070216172440 ACCESSION NUMBER: 0000950123-07-002380 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070216 DATE AS OF CHANGE: 20070216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNAP NETWORK SERVICES CORP CENTRAL INDEX KEY: 0001056386 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 912145721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31989 FILM NUMBER: 07632434 BUSINESS ADDRESS: STREET 1: 601 UNION STREET SUITE 1000 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2064418800 MAIL ADDRESS: STREET 1: 250 WILLIAMS STREET STREET 2: SUITE E100 CITY: ATLANTA STATE: GA ZIP: 30303 FORMER COMPANY: FORMER CONFORMED NAME: INTERNAP NETWORK SERVICES CORP/WA DATE OF NAME CHANGE: 19990721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNAP NETWORK SERVICES CORP CENTRAL INDEX KEY: 0001056386 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 912145721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 601 UNION STREET SUITE 1000 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2064418800 MAIL ADDRESS: STREET 1: 250 WILLIAMS STREET STREET 2: SUITE E100 CITY: ATLANTA STATE: GA ZIP: 30303 FORMER COMPANY: FORMER CONFORMED NAME: INTERNAP NETWORK SERVICES CORP/WA DATE OF NAME CHANGE: 19990721 425 1 y30577ae8vk.txt FORM 8-K =============================================================================== UNITED STATES 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): FEBRUARY 15, 2007 INTERNAP NETWORK SERVICES CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 000-31989 91-2145721 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER OF INCORPORATION) IDENTIFICATION NUMBER) 250 WILLIAMS STREET, ATLANTA, GA 30303 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 302-9700 NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 8.01. OTHER EVENTS Internap issued a press release, dated February 15, 2007, which is attached as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release issued by Internap, dated February 15, 2007 SIGNATURES 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 hereunto duly authorized. INTERNAP NETWORK SERVICES CORPORATION Date: February 15, 2007 By: /s/ David A. Buckel ---------------------------------------- David A. Buckel, Chief Financial Officer EXHIBIT INDEX 99.1 Press Release, dated February 15, 2007 EX-99.1 2 y30577aexv99w1.txt EX-99.1: PRESS RELEASE [INTERNAP LOGO] EXHIBIT 99.1 FOR IMMEDIATE RELEASE INTERNAP TO HOLD SPECIAL MEETING OF STOCKHOLDERS Announces Details for Remote Participants ATLANTA, GA - FEBRUARY 15, 2007 - Internap Network Services Corporation (NASDAQ: INAP), a leading provider of performance-based routing solutions over the Internet, today announced details of its special meeting of stockholders on Tuesday, February 20, at 3 p.m. EST. Only stockholders of record on that date are entitled to vote at the meeting. At the meeting, shareholders will vote on one proposal, which is approval of Internap's issuance of approximately 11.9 million shares of Internap's common stock in connection with its announced intent to acquire VitalStream Holdings, Inc. The meeting will be held at Internap's offices at 250 Williams Street NW, Suite E-100, Atlanta, Georgia. Stockholders may also participate via conference call by dialing 1-800-599-9829; participant passcode 69180463. International callers may dial 01-617-847-8703; participant passcode 69180463. A live audio Web cast of the presentation will be available on the investor relations section of Internap's Web site at http://www.internap.com/investor/presentations/page1294.html. Internap will also provide access to a replay of the Web cast following the call. The information about the special meeting and the transaction in this release is neither a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell shares of Internap's common stock. Any offer of securities will only be made pursuant to the Joint Proxy Statement/Prospectus on Form S-4 filed with the Securities and Exchange Commission ("SEC") by Internap and VitalStream, a copy of which is available without charge on the SEC's website at www.sec.gov. A free copy may also be obtained from Internap or VitalStream through their Investor Contacts listed below. ABOUT INTERNAP Internap is a market leader of intelligent route control solutions that bring reliability, performance and security to the Internet. The company's patented and patent-pending technologies address the inherent weaknesses of the Internet, enabling enterprises to take full advantage of the benefits of deploying business-critical applications such as e-commerce, VoIP, and audio/video across IP networks. Internap currently serves more than 2,200 customers throughout North America, Europe, Asia and Australia. For more information, please visit the company web site at www.internap.com. Internap is a trademark of Internap Network Services. All other trademarks and brands are the property of their respective owners. CONTACTS: INTERNAP Media Contact: L.A. Campbell 404/302-9721 lcampbell@internap.com Investor Contact: Andrew Albrecht 404/302-9841 aalbrecht@internap.com -----END PRIVACY-ENHANCED MESSAGE-----