| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
|
|
| SCHEDULE 13G |
| (Rule 13d-102) |
| INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO |
| RULES 13d-1(b). (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO |
| RULE 13d-2(b) |
| (Amendment No. 5)* |
| InterNAP Network Services Corporation |
|
|
| (Name of Issuer) |
| Common Stock, Par Value $0.001 per Share |
|
|
| (Title of Class of Securities) |
| 45885A300 |
|
|
| (CUSIP Number) |
| December 31, 2006 |
|
|
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) | |
| x | Rule 13d-1(c) | |
| o | Rule 13d-1(d) |
_______________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 12
| CUSIP No. 45885A300 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER -0- |
|
| 6 | SHARED
VOTING POWER 1,023,117 |
||
| 7 | SOLE
DISPOSITIVE POWER -0- |
||
| 8 | SHARED
DISPOSITIVE POWER 1,023,117 |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,023,117 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.9% |
||
| 12 | TYPE
OF REPORTING PERSON CO |
||
Page 2 of 12
| CUSIP No. 45885A300 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Capital III, Inc. |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER -0- |
|
| 6 | SHARED
VOTING POWER 1,023,117 |
||
| 7 | SOLE
DISPOSITIVE POWER -0- |
||
| 8 | SHARED
DISPOSITIVE POWER 1,023,117 |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,023,117 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.9% |
||
| 12 | TYPE
OF REPORTING PERSON CO, IA |
||
Page 3 of 12
| CUSIP No. 45885A300 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Partners III, L.L.C. |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER -0- |
|
| 6 | SHARED
VOTING POWER 1,023,117 |
||
| 7 | SOLE
DISPOSITIVE POWER -0- |
||
| 8 | SHARED
DISPOSITIVE POWER 1,023,117 |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,023,117 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.9% |
||
| 12 | TYPE
OF REPORTING PERSON OO, IA |
||
Page 4 of 12
| CUSIP No. 45885A300 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Partners III, L.P. |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER -0- |
|
| 6 | SHARED
VOTING POWER 897,659 |
||
| 7 | SOLE
DISPOSITIVE POWER -0- |
||
| 8 | SHARED
DISPOSITIVE POWER 897,659 |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 897,659 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.5% |
||
| 12 | TYPE
OF REPORTING PERSON PN |
||
Page 5 of 12
| CUSIP No. 45885A300 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Investors III, L.P. |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER -0- |
|
| 6 | SHARED
VOTING POWER 86,187 |
||
| 7 | SOLE
DISPOSITIVE POWER -0- |
||
| 8 | SHARED
DISPOSITIVE POWER 86,187 |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,187 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% |
||
| 12 | TYPE
OF REPORTING PERSON PN |
||
Page 6 of 12
| CUSIP No. 45885A300 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) The Morgan Stanley Venture Partners Entrepreneur Fund, L.P. |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER -0- |
|
| 6 | SHARED
VOTING POWER 39,271 |
||
| 7 | SOLE
DISPOSITIVE POWER -0- |
||
| 8 | SHARED
DISPOSITIVE POWER 39,271 |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,271 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% |
||
| 12 | TYPE
OF REPORTING PERSON PN |
||
Page 7 of 12
Item 1(a). Name of Issuer:
InterNAP Network Services
Corporation (the “Company”).
Item 1(b). Address of Issuer’s Principal Executive Offices:
250 Williams Street,
Atlanta, Georgia 30303.
Item 2(a). Name of Person Filing:
This statement is filed on behalf of the persons identified below. In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each person filing this statement acknowledges that it is responsible for the completeness and accuracy of the information concerning that person but is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Morgan Stanley
Morgan Stanley Venture Capital III, Inc. (“MSVC III, Inc.”)
Morgan Stanley Venture Partners III, L.L.C. (“MSVP III, L.L.C.”)
Morgan Stanley Venture Partners III, L.P. (“MSVP III, L.P.”)
Morgan Stanley Venture Investors III, L.P. (“MSVI III, L.P.”)
The Morgan Stanley Venture Partners Entrepreneur Fund, L.P. (the “Entrepreneur Fund”)
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Morgan Stanley, MSVC III, Inc., MSVP III, L.L.C., MSVP III, L.P., MSVI III, L.P. and the Entrepreneur Fund is:
1585 Broadway
New York, New York 10036
Item 2(c). Citizenship:
The citizenship of Morgan Stanley, MSVC III, Inc., MSVP III, L.L.C., MSVP III, L.P., MSVI III, L.P. and the Entrepreneur Fund is Delaware.
Item 2(d). Title of Class of Securities:
This statement relates to the Company’s common stock, par value $0.001 per share (the “Shares”).
Item 2(e). CUSIP Number:
45885A300
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
| (a) | o | Broker or dealer registered under Section 15 of the Exchange Act; | |
| (b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act; | |
| (c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act; | |
| (d) | o | Investment company registered under Section 8 of the Investment Company Act; | |
| (e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
Page 8 of 12
| (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J) . | |
| If this statement is filed pursuant to Rule 13d-1(c), check this box. x | |||
Item 4. Ownership.*
The filing of this statement should not be construed as an admission by any person that such person is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement, other than the securities set forth opposite such person’s name in the table in Item 4(c) below.
(a) Amount beneficially owned:
As of December 31, 2006: (1) MSVP III, L.P. owned directly 897,659 Shares; (2) MSVI III, L.P. owned directly 86,187 Shares; and (3) the Entrepreneur Fund owned directly 39,271 Shares.
MSVP III, L.L.C., is the General Partner of MSVP III, L.P., MSVI III, L.P. and the Entrepreneur Fund (collectively, the “Funds”) and, as such has the power to vote or direct the vote and to dispose or direct the disposition of all of the Shares held by the Funds. MSVC III, Inc. is the institutional managing member of MSVP III, L.L.C., and, as such, shares, together with the remaining managing members, the power to direct the actions of MSVC III, L.L.C. Therefore, MSVC III, Inc. may be deemed to have beneficial ownership of the 1,023,117 Shares held by the Funds. Morgan Stanley, as the sole shareholder of MSVC III, Inc., controls the action of MSVC III, Inc. Therefore, Morgan Stanley may be deemed to have beneficial ownership of the 1,023,117 Shares of Common Stock held by the Funds.
Morgan Stanley is filing solely in its capacity as parent company of, and indirect beneficial owner of securities held by, one of its business units.
(b) Percent of class:**
| Morgan Stanley | 2.9% of the Shares |
| Morgan Stanley Venture Capital III, Inc. | 2.9% of the Shares |
| Morgan Stanley Venture Partners III, L.L.C. | 2.9% of the Shares |
| Morgan Stanley Venture Partners III, L.P. | 2.5% of the Shares |
| Morgan Stanley Venture Investors III, L.P. | 0.2% of the Shares |
| * | In accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the “MS Reporting Units”) of Morgan Stanley and its subsidiaries and affiliates (collectively, “MS”). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release. |
| ** | Based on the 35,875,746 Shares reported to be outstanding as of December 29, 2006 in the Company’s joint proxy statement/prospectus filed with the SEC on January 12, 2007 pursuant to Rule 424(b)(3). |
Page 9 of 12
| The Morgan Stanley Venture
Partners Entrepreneur Fund, L.P. |
0.1% of the Shares |
(c) Number of shares as to which such person has:
| (i) | (ii) | (iii) | (iv) | |||||
| Sole power to vote or to | Shared power to vote | Sole power to dispose | Shared power to | |||||
| direct the vote | or to direct the vote | or to direct the | dispose or to direct | |||||
| disposition of | the disposition of | |||||||
| Morgan Stanley | 0 | 1,023,117 | 0 | 1,023,117 | ||||
| Morgan Stanley Venture Capital III, Inc. | 0 | 1,023,117 | 0 | 1,023,117 | ||||
| Morgan Stanley Venture Partners III, L.L.C. | 0 | 1,023,117 | 0 | 1,023,117 | ||||
| Morgan Stanley Venture Partners III, L.P. | 0 | 897,659 | 0 | 897,659 | ||||
| Morgan Stanley Venture Investors III, L.P. | 0 | 86,187 | 0 | 86,187 | ||||
| The Morgan Stanley Venture Partners Entrepreneur Fund, L.P. | 0 | 39,271 | 0 | 39,271 |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.x
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below each of the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 10 of 12
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: February 14, 2007 |
| MORGAN STANLEY | ||
| By: | /s/ Dennine Bullard | |
| Name: | Dennine Bullard | |
| Title: | Authorized Signatory | |
| MORGAN STANLEY VENTURE CAPITAL III, INC. | ||
| By: | /s/ Debra Abramovitz | |
| Name: | Debra Abramovitz | |
| Title: | Executive Director and Chief Financial Officer | |
| MORGAN STANLEY VENTURE PARTNERS III, L.L.C. | ||
| By: | Morgan Stanley Venture Capital III, Inc., | |
| as Institutional Managing Member | ||
| By: | /s/ Debra Abramovitz | |
| Name: | Debra Abramovitz | |
| Title: | Executive Director and Chief Financial Officer | |
| MORGAN STANLEY VENTURE PARTNERS III, L.P. | ||
| By: | Morgan Stanley Venture Partners III, L.L.C., | |
| as General Partner | ||
| By: | Morgan Stanley Venture Capital III, Inc., | |
| as Institutional Managing Member of the General | ||
| Partner | ||
| By: | /s/ Debra Abramovitz | |
| Name: | Debra Abramovitz | |
| Title: | Executive Director and Chief Financial Officer | |
| MORGAN STANLEY VENTURE INVESTORS III, L.P. | ||
| By: | Morgan Stanley Venture Partners III, L.L.C., | |
| as General Partner | ||
| By: | Morgan Stanley Venture Capital III, Inc., | |
| as Institutional Managing Member of the General | ||
| Partner | ||
| By: | /s/ Debra Abramovitz | |
| Name: | Debra Abramovitz | |
| Title: | Executive Director and Chief Financial Officer | |
Page 11 of 12
| THE MORGAN STANLEY VENTURE PARTNERS | ||
| ENTREPRENEUR FUND, L.P. | ||
| By: | Morgan Stanley Venture Partners III, L.L.C., | |
| as General Partner | ||
| By: | Morgan Stanley Venture Capital III, Inc., | |
| as Institutional Managing Member of the General | ||
| Partner | ||
| By: | /s/ Debra Abramovitz | |
| Name: | Debra Abramovitz | |
| Title: | Executive Director and Chief Financial Officer | |
Page 12 of 12