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Delaware
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91-2145721
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|
(State
or Other Jurisdiction
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(I.R.S.
Employer
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|
of
Incorporation or Organization)
|
Identification
Number)
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|
CALCULATION
OF REGISTRATION
FEE
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||||
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Title
of
Securities
To
Be
Registered
|
Amount
To
Be
Registered
(1)
|
Proposed
Maximun
Offering
Price
Per
Share(2)
|
Proposed
Maximum
Aggregate
Offering
Price(2)
|
Amount
Of
Registration
Fee
|
|
Common
Stock, par value $0.001 per share
|
4,786,000
shares
|
$13.49
|
$64,539,210
|
$6,906
|
|
(1)
|
This
Registration Statement shall also cover any additional securities
as may
become issuable under the 2005 Incentive Stock Plan by reason of
any stock
dividend, stock split, recapitalization or other similar transaction
effected without Internap Network Services Corporation’s receipt of
consideration that results in an increase in the number of outstanding
shares of the Registrant’s common
stock.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant
to
Rule 457(h) on the basis of the average of the high and low sale
prices of
the Registrant’s common stock as quoted on the American Stock Exchange on
September 13, 2006.
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Item 3.
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Incorporation
of Documents by Reference
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|
(a)
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Internap’s
Annual Report on Form 10-K for the fiscal year ended
December 31, 2005;
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|
(b)
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Internap’s
Quarterly Reports on Form 10-Q for the fiscal quarter ended
March 31, 2006 and for the fiscal quarter ended June 30,
2006;
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|
(c)
|
Internap’s
Current Reports on Form 8-K filed on March 21, 2006, July 11, 2006
and
September 7, 2006;
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(d)
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All
other reports filed pursuant to Section 13(a), 13(c) or 15(d) of
the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), since
the end of the fiscal year covered by Internap’s latest Annual Report
referred to in (a) above; and
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(e)
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The
description of Internap’s common stock contained in a Registration
Statement on Form 8-A filed with the Commission on February 9,
2004.
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Item 8.
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Exhibits
|
|
4.1
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Certificate
of Incorporation of Registrant, as amended (incorporated by reference
herein from Exhibit 4.1 to Registrant’s Registration Statement on
Form S-3, filed September 8, 2003, File No.
333-108573).
|
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4.2
|
Certificate
of Amendment to Certificate of Incorporation of Registrant (incorporated
by reference herein from Exhibit 3.1 to Registrant’s Current Report on
Form 8-K filed July 11, 2006).
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4.3
|
Amended
and Restated Bylaws of Registrant (incorporated by reference herein
to
Exhibit 4.2 to Registrant’s Registration Statement on Form S-3 filed
September 8, 2003, File No.
333-108573).
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5.1
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Opinion
of Pillsbury Winthrop Shaw Pittman
LLP.
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|
23.1
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Consent
of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm.
|
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23.2
|
Consent
of Pillsbury Winthrop Shaw Pittman LLP (included in
Exhibit 5.1).
|
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24.1
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Power
of Attorney (included on signature page
hereof).
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Item 9.
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Undertakings.
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(a)
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The
undersigned Registrant hereby
undertakes:
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(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this Registration
Statement:
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(i)
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To
include any prospectus required by section 10(a)(3) of the Securities
Act
of 1933;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the change in volume and price
represent
no more than a 20 percent change in the maximum aggregate offering
price
set forth in the “Calculation
of Registration Fee” table in the effective Registration
Statement;
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(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
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(2)
|
That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be a
new
Registration Statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the
initial
bona fide offering thereof.
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(3)
|
To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
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(b)
|
The
undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each
filing of
the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing
of an
employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference
in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering
thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons
of
the Registrant pursuant to the foregoing provisions, or otherwise,
the
Registrant has been advised that in the opinion of the Securities
and
Exchange Commission such indemnification is against public policy
as
expressed in the Act and is, therefore, unenforceable. In the event
that a
claim for indemnification against such liabilities (other than the
payment
by the Registrant of expenses incurred or paid by a director, officer
or
controlling person of the Registrant in the successful defense of
any
action, suit or proceeding) is asserted by such director, officer
or
controlling person in connection with the securities being registered,
the
Registrant will, unless in the opinion of its counsel the matter
has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the
final
adjudication of such issue.
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INTERNAP
NETWORK SERVICES CORPORATION
By:
/s/
David Buckel
David
A. Buckel
Vice
President and Chief Financial Officer
(Principal
Financial and Accounting Officer)
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/s/
James P. DeBlasio
James
P. DeBlasio
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President
and Chief Executive Officer
(Principal
Executive Officer)
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September
14, 2006
|
|
/s/
Eugene Eidenberg
Eugene
Eidenberg
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Non-Executive
Chairman
|
September
14, 2006
|
|
/s/
David A. Buckel
David
A. Buckel
|
Vice
President and Chief Financial Officer
(Principal
Financial and Accounting Officer)
|
September
14, 2006
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/s/
Charles B. Coe
Charles
B. Coe
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Director
|
September
14, 2006
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/s/
James P. DeBlasio
James
P. DeBlasio
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Director
|
September
14, 2006
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/s/
William J. Harding
William
J. Harding
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Director
|
September
14, 2006
|
|
/s/
Fredric W. Harman
Fredric
W. Harman
|
Director
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September
14, 2006
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/s/
Kevin L. Ober
Kevin
L. Ober
|
Director
|
September
14, 2006
|
|
/s/
Patricia L. Higgins
Patricia
L. Higgins
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Director
|
September
14, 2006
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|
/s/
Daniel C. Stanzione
Daniel
C. Stanzione
|
Director
|
September
14, 2006
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| 4.1 |
Certificate
of Incorporation of Registrant (incorporated by reference from Exhibit
4.1
to Registrant’s Registration Statement on Form S-3 (Registration No.
333-108573)).
|
| 4.2 |
Certificate
of Amendment to Certificate of Incorporation of Registrant (incorporated
by reference herein from Exhibit 3.1 to Registrant’s Current Report on
Form 8-K filed July 11, 2006).
|
| 4.3 |
Amended
and Restated Bylaws of Registrant (incorporated by reference from
Exhibit
4.2 to Registrant’s Registration Statement on Form S-3 (Registration
No. 333-108573))
|
| 5.1 |
Opinion
of Pillsbury Winthrop Shaw Pittman
LLP.
|
| 23.1 |
Consent
of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm.
|
| 23.2 |
Consent
of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit
5.1).
|
| 24.1 |
Power
of Attorney (included on signature page
hereof).
|