-----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, GmDgoJeantk9a0duJpsZW+HTu9onGEu/jR8EyGZDT3PUlaWweEGz812ia0zitIM5 OZyNjQ39giEtseRQQGrgOA== 0001188112-08-001865.txt : 20080605 0001188112-08-001865.hdr.sgml : 20080605 20080605160946 ACCESSION NUMBER: 0001188112-08-001865 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080605 DATE AS OF CHANGE: 20080605 FILER: 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31989 FILM NUMBER: 08883298 BUSINESS ADDRESS: STREET 1: 250 WILLIAMS STREET STREET 2: SUITE E100 CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 404-302-9700 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 10-K/A 1 t62996_10ka.htm FORM 10-K/A t62996_10ka.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
FORM 10-K/A
 
(Amendment No. 2)
 
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

OR

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to              .

Commission file number: 000-31989

INTERNAP NETWORK SERVICES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
 
Delaware
91-2145721
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
   
250 Williams Street
Atlanta, Georgia
30303
(Address of principal executive offices)
(Zip Code)

(404) 302-9700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
  
Name of Exchange on Which Registered
Common Stock, $0.001 par value
  
The NASDAQ Stock Market LLC
(NASDAQ Global Market)

Securities registered pursuant to Section 12(g) of the Act: None

 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes   o     No   x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes   o     No   x
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A.   o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o
Accelerated filer x
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes   o     No   x

The aggregate market value of the registrant’s outstanding common stock held by non-affiliates of the registrant was $698,160,175 based on a closing price of $14.42 on June 30, 2007 as quoted on the NASDAQ Global Market.

As of March 6, 2008, 49,793,430 shares of the registrant’s common stock, par value $0.001 per share, were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.
 
 
EXPLANATORY NOTE
 
Internap Network Services Corporation (the “Company” or “Internap”) is filing this Amendment No. 2 on Form 10-K/A (“Amendment 2”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2007, originally filed on March 31, 2008 (the “Original Filing”), as amended by Amendment No. 1 on Form 10-K/A  for the fiscal year ended December 31, 2007, filed on April 30, 2008 (“Amendment 1”), to amend the table entitled “Equity Compensation Plan Information” in Part II, Item 5 because the Company discovered a correction that it needed to make in that table. This Amendment 2 amends the table entitled “Equity Compensation Plan Information” in Part II, Item 5 of the Company’s Original Filing only, and all other portions of the Company’s Original Filing remain in effect and have not been amended to reflect events and developments since the original March 31, 2008 filing date.
 
As required by Rule 12b-15 promulgated under the Securities and Exchange Act of 1934, our Chief Executive Officer and Chief Financial Officer are providing Rule 13a-14(a) certifications dated June 5, 2008 in connection with this Amendment No. 2 on Form 10-K/A.  Because this Amendment 2 does not include any financial statements, our Chief Executive Officer and Chief Financial Officer are not providing written statements pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
The Original Filing as amended hereby continues to speak as of the date of the Original Filing and the disclosures have not been amended to speak to any later date. This Amendment 2 does not amend, modify or update any other information in the Original Filing, other than the table entitled “Equity Compensation Plan Information” in Part II, Item 5. All information contained in this Amendment 2, Amendment 1 and the Original Filing is subject to updating and supplementing as provided in our subsequent periodic reports filed with the Securities and Exchange Commission.

 
PART II
 
 
 
The table entitled “Equity Compensation Plan Information” is amended and replaced by the following:
 
The following table provides information regarding our current equity compensation plans as of December 31, 2007 (shares in thousands):
 
 
 
 
Number of
securities to
be issued upon
exercise
of outstanding
options,
warrants and
rights
(a)
    
Weighted-
average
exercise price
of
outstanding
options,
warrants and
rights
(b)
    
Number of
securities
remaining
available for
future issuance
under
equity
compensation
plans
(excluding
securities
reflected in
column (a)
(c)
  
Equity compensation plans
approved by security holders
     3,173 (1)   $ 13.29       2,817 (2)
                         
Equity compensation plans not
approved by security holders
     —       —       —  
                         
Total
     3,173     $ 13.29       2,817  
 
(1)
Excludes purchase rights accruing under the 2004 Employee Stock Purchase Plan ("Purchase Plan"). Under the Purchase Plan, each eligible employee may purchase up to $12,500 worth of common stock at each semi-annual purchase date (the last business day of June and December each year), but not more than $25,000 worth of such stock (determined on the basis of the fair market value per share on the date or dates such rights are granted) per calendar year his or her purchase right remains outstanding. The purchase price payable per share will be equal to ninety-five percent (95%) of the closing selling price per share of common stock on the semi-annual purchase date.
 
(2)
Includes 276,000 shares available for issuance under the Purchase Plan.

 
PART IV
 
Item 15.  Exhibits and Financial Statement Schedules

 
(3)
Index to Exhibits.
 
The following exhibits are filed herewith:

Exhibit
Number
  
Description
     
31.1
  
Rule 13a-14(a)/15d-14(a) Certification, executed James P. DeBlasio, President, Chief Executive Officer
and Director of the Company.
     
31.2
  
Rule 13a-14(a)/15d-14(a) Certification, executed by George Kilguss, Chief
Financial Officer of the Company.
 
 
 
 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  INTERNAP NETWORK SERVICES CORPORATION
       
Date: June 5, 2008
      
       
 
By:
/s/ Richard P. Dobb
  
   
Richard P. Dobb
  
   
Vice President and General Counsel
EX-31.1 2 ex31-1.htm EXHIBIT 31.1 ex31-1.htm
Exhibit 31.1
 
CERTIFICATION
 
 
I, James P. DeBlasio, certify that:
 
1.
I have reviewed this Annual Report on Form 10-K/A of Internap Network Services Corporation; and
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report.

 
 
By:
/s/ James P. DeBlasio
  
   
James P. DeBlasio
  
   
President and Chief Executive Officer
  
       
       
   
Date: June 5, 2008
  
 
 
*           Paragraph 3 is omitted because the amendment does not amend the financial statements.  Paragraphs 4 and 5 are omitted because the amendment does not amend the Reg. S-K Item 307 and 308 disclosures regarding the evaluation of disclosure control sand procedures and internal controls over financial reporting.
 EX-31.2 3 ex31-2.htm EXHIBIT 31.2 ex31-2.htm
Exhibit 31.2
 

 
CERTIFICATION
 
 
I, George Kilguss, certify that:
 
1.
I have reviewed this Annual Report on Form 10-K/A of Internap Network Services Corporation; and
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report.

 
 
By:
/s/ George Kilguss
  
   
George Kilguss
  
   
Vice President and Chief Financial Officer
  
       
       
  June 5, 2008  
 
*           Paragraph 3 is omitted because the amendment does not amend the financial statements.  Paragraphs 4 and 5 are omitted because the amendment does not amend the Reg. S-K Item 307 and 308 disclosures regarding the evaluation of disclosure control sand procedures and internal controls over financial reporting.
 -----END PRIVACY-ENHANCED MESSAGE-----