SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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__)(1)
InterNAP Network Services Corporation
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(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
45885A102
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(CUSIP Number)
December 31, 2002
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(Date of Event which requires filing of this Statement)
Check the appropriate box to designate the Rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
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(1) 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 ("Act") 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).
Cusip No. 45885A102 13G Page 2 of 28
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak Investment Partners VIII, Limited Partnership
06-1522124
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
9,338,585 Shares of Common Stock
Number of 6. Shared Voting Power
Shares Not applicable
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting 9,338,585 Shares of Common Stock
Person With:
8. Shared Dispositive Power
Not applicable
9. Aggregate Amount Beneficially Owned by Each Reporting Person
9,338,585 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11. Percent of Class Represented by Amount in Row (9)
5.8%
12. Type of Reporting Person*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 45885A102 13G Page 3 of 28
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak Associates VIII, LLC
06-1523705
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 9,338,585 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
9,338,585 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
9,338,585 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11. Percent of Class Represented by Amount in Row (9)
5.8%
12. Type of Reporting Person*
OO-LLC
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 45885A102 13G Page 4 of 28
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak VIII Affiliates Fund, Limited Partnership
06-1528836
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
219,605 Shares of Common Stock
Number of 6. Shared Voting Power
Shares Not applicable
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting 219,605 Shares of Common Stock
Person With:
8. Shared Dispositive Power
Not applicable
9. Aggregate Amount Beneficially Owned by Each Reporting Person
219,605 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11. Percent of Class Represented by Amount in Row (9)
0.1%
12. Type of Reporting Person*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 45885A102 13G Page 5 of 28
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak VIII Affiliates, LLC
06-1531129
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 219,605 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
219,605 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
219,605 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11. Percent of Class Represented by Amount in Row (9)
0.1%
12. Type of Reporting Person*
OO-LLC
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 45885A102 13G Page 6 of 28
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak Investment Partners X, Limited Partnership
06-1601019
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
14,586,478 Shares of Common Stock
Number of 6. Shared Voting Power
Shares Not applicable
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting 14,586,478 Shares of Common Stock
Person With:
8. Shared Dispositive Power
Not applicable
9. Aggregate Amount Beneficially Owned by Each Reporting Person
14,586,478 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11. Percent of Class Represented by Amount in Row (9)
8.3%
12. Type of Reporting Person*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 45885A102 13G Page 7 of 28
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak Associates X, LLC
06-1630661
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 14,586,478 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
14,586,478 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
14,586,478 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11. Percent of Class Represented by Amount in Row (9)
8.3%
12. Type of Reporting Person*
OO-LLC
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 45885A102 13G Page 8 of 28
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak X Affiliates Fund, Limited Partnership
06-162220
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
234,165 Shares of Common Stock
Number of 6. Shared Voting Power
Shares Not applicable
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting 234,165 Shares of Common Stock
Person With:
8. Shared Dispositive Power
Not applicable
9. Aggregate Amount Beneficially Owned by Each Reporting Person
234,165 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11. Percent of Class Represented by Amount in Row (9)
0.1%
12. Type of Reporting Person*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 45885A102 13G Page 9 of 28
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak X Affiliates, LLC
06-1630662
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 234,165 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
234,165 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
234,165 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11. Percent of Class Represented by Amount in Row (9)
0.1%
12. Type of Reporting Person*
OO-LLC
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 45885A102 13G Page 10 of 28
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Oak Management Corporation
06-0990851
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 24,378,833 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8 . Shared Dispositive Power
24,378,833 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
24,378,833 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11. Percent of Class Represented by Amount in Row (9)
13.9%
12. Type of Reporting Person*
CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 45885A102 13G Page 11 of 28
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Bandel L. Carano
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 24,378,833 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
24,378,833 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
24,378,833 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11. Percent of Class Represented by Amount in Row (9)
13.9%
12. Type of Reporting Person*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 45885A102 13G Page 12 of 28
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Gerald R. Gallagher
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 9,558,190 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
9,558,190 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
9,558,190 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11. Percent of Class Represented by Amount in Row (9)
5.9%
12. Type of Reporting Person*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 45885A102 13G Page 13 of 28
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Edward F. Glassmeyer
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 24,378,833 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
24,378,833 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
24,378,833 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11. Percent of Class Represented by Amount in Row (9)
13.9%
12. Type of Reporting Person*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 45885A102 13G Page 14 of 28
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Fredric W. Harman
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
103,052
Number of 6. Shared Voting Power
Shares 24,378,833 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting 103,052
Person With:
8. Shared Dispositive Power
24,378,833 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
24,481,885 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11. Percent of Class Represented by Amount in Row (9)
14.0%
12. Type of Reporting Person*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 45885A102 13G Page 15 of 28
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Ann H. Lamont
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 24,378,833 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
24,378,833 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
24,378,833 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11. Percent of Class Represented by Amount in Row (9)
13.9%
12. Type of Reporting Person*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Cusip No. 45885A102 13G Page 16 of 28
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
David B. Walrod
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
Not applicable
Number of 6. Shared Voting Power
Shares 14,820,643 Shares of Common Stock
Beneficially
Owned by Each 7. Sole Dispositive Power
Reporting Not applicable
Person With:
8. Shared Dispositive Power
14,820,643 Shares of Common Stock
9. Aggregate Amount Beneficially Owned by Each Reporting Person
14,820,643 Shares of Common Stock
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11. Percent of Class Represented by Amount in Row (9)
8.4%
12. Type of Reporting Person*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 17 of 28
Schedule 13G
Amendment No. 5*
Common Stock Par Value $0.001
CUSIP No. 45885A102
ITEM 1(a) NAME OF ISSUER:
InterNAP Network Services Corporation
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
601 Union Street, Suite 1000
Seattle, Washington 98101
ITEM 2(a) NAME OF PERSON FILING:
Oak Investment Partners VIII, Limited Partnership
Oak Associates VIII, LLC
Oak VIII Affiliates Fund, Limited Partnership
Oak VIII Affiliates, LLC
Oak Investment Partners X, Limited Partnership
Oak Associates X, LLC
Oak X Affiliates Fund, Limited Partnership
Oak X Affiliates, LLC
Oak Management Corporation
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
David B. Walrod
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o Oak Management Corporation
One Gorham Island
Westport, Connecticut 06880
ITEM 2(c) CITIZENSHIP:
Please refer to Item 4 on each cover sheet for each filing person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common stock, par value $0.001 per share.
ITEM 2(e) CUSIP NUMBER: 45885A102
ITEM 3 Not applicable
Page 18 of 28
ITEM 4 OWNERSHIP.
The approximate percentages of shares of Common Stock reported as
beneficially owned by the Reporting Persons is based upon 160,583,149 shares of
Common Stock outstanding as of December 31, 2002, as reported in the Issuer's
Amendment to the Quarterly Report on Form 10-Q/A for the fiscal quarter ended
September 30, 2002, plus shares issuable upon conversion or exercise of options
and warrants to acquire Common Stock and upon the conversion of Series A
Preferred Stock as described in the following four paragraphs.
Amounts shown as beneficially owned by each of Oak Investment Partners
VIII, Limited Partnership ("Oak Investment VIII"), Oak Associates VIII, LLC, Oak
Management Corporation ("Oak Management"), Bandel L. Carano, Gerald R.
Gallagher, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont include
currently exercisable options to purchase 58,860 shares of Common Stock which
may be deemed to be held by Fredric W. Harman on behalf of Oak Investment VIII.
Amounts shown as beneficially owned by each of Oak VIII Affiliates Fund,
Limited Partnership ("Oak Affiliates VIII") and Oak VIII Affiliates, LLC, Oak
Management, Bandel L. Carano, Gerald R. Gallagher, Edward F. Glassmeyer, Fredric
W. Harman and Ann H. Lamont include currently exercisable options to purchase
1,140 shares of Common Stock which may be deemed to be held by Fredric W. Harman
on behalf of Oak Affiliates VIII.
Amounts shown as beneficially owned by each of Oak Investment Partners X,
Limited Partnership ("Oak Investment X") and Oak Associates X, LLC, Oak
Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H.
Lamont and David B. Walrod include (i) currently exercisable warrants to
purchase 2,917,296 shares of Common Stock held by Oak Investment X and (ii) the
11,669,182 shares of Common Stock into which the shares of Series A Preferred
Stock held by Oak Investment X may be converted.
Amounts shown as beneficially owned by each of Oak X Affiliates Fund,
Limited Partnership ("Oak Affiliates X"), Oak X Affiliates, LLC, Oak Management,
Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and
David B. Walrod include (i) currently exercisable warrants to purchase 46,833
shares of Common Stock held by Oak Affiliates X and (ii) the 187,332 shares of
Common Stock into which the shares of Series A Preferred Stock held by Oak
Affiliates X may be converted.
Amounts shown as beneficially owned by Mr. Harman include 94,853 shares
of Common Stock held by Mr. Harman and an aggregate of 8,199 shares of Common
Stock held in trust for the benefit of Mr. Harman's three minor children. Mr.
Harman disclaims beneficial ownership of the shares held in trust for his three
minor children.
By making this filing, the Reporting Persons acknowledge that they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, in connection with the securities
of the Issuer. Each Reporting Person disclaims the existence of a "group" and
disclaims beneficial ownership of all shares of Common Stock or securities
convertible into or exercisable for Common Stock other than any shares or other
securities reported herein as being owned by it, him or her, as the case may be.
Please see Items 5, 6, 7, 8, 9 and 11 for each cover sheet for each
filing entity.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Page 19 of 28
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: [ ]
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.
Not applicable
Page 20 of 28
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SIGNATURE:
Dated: February 7, 2003
Entities:
Oak Investment Partners VIII, Limited Partnership
Oak Associates VIII, LLC
Oak VIII Affiliates Fund, Limited Partnership
Oak VIII Affiliates, LLC
Oak Investment Partners X, Limited Partnership
Oak Associates X, LLC
Oak X Affiliates Fund, Limited Partnership
Oak X Affiliates, LLC
Oak Management Corporation
By: /s/ Edward F. Glassmeyer
----------------------------------
Edward F. Glassmeyer, as
General Partner or
Managing Member or as
Attorney-in-fact for the
above-listed entities
Individuals:
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
David B. Walrod
By: /s/ Edward F. Glassmeyer
----------------------------------
Edward F. Glassmeyer,
Individually and as
Attorney-in-fact for the
above-listed individuals
Page 21 of 28
INDEX TO EXHIBITS
Page
----
EXHIBIT A Agreement of Reporting Persons 22
EXHIBIT B Power of Attorney 23