Transaction
Value*
|
|
Amount
of Filing Fee**
|
$7,398,262
|
|
$792
|
*
|
Estimated
solely for purposes of calculating the amount of the filing fee.
The
calculation of the transaction valuation assumes that all options
to
purchase the issuer’s common stock that are eligible for exchange will be
exchanged for new options and cancelled pursuant to this offer.
These
options have a value of $7,398,262 calculated using the Black-Scholes
method based upon the average of the high and low prices of the
issuer’s
common stock as reported on the American Stock Exchange on July
31,
2006.
|
**
|
The
amount of the filing fee calculated in accordance with Rule 0-11(b)
of the
Securities Exchange Act of 1934, as amended, equals $107.00 for
each
$1,000,000 of the value of the transaction. The filing fee was
previously paid with the Schedule TO filed with the Securities
and
Exchange Commission on August 30,
2006.
|
o
|
|
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid.
Identify the previous filing by registration statement number,
or the Form
or Schedule and the date of its
filing.
|
Amount
Previously Paid:
|
Not
applicable.
|
|
Form
or Registration No.:
|
Not
applicable.
|
|
Filing
Party:
|
Not
applicable.
|
|
Date
filed:
|
Not
applicable.
|
o
|
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
|
o
|
|
third-party
tender offer subject to Rule 14d-1.
|
ý
|
|
issuer
tender offer subject to Rule 13e-4.
|
o
|
|
going-private
transaction subject to Rule 13e-3.
|
o
|
|
amendment
to Schedule 13D under Rule 13d-2.
|
Exhibit
No.
|
Description
|
(a)(1)(A)
|
Exchange
Offer for Certain Outstanding Options for New Stock Options, dated
August
30, 2006.*
|
(a)(1)(B)
|
Email
to Eligible Employees of Internap Network Services Corporation,
dated
August 30, 2006.*
|
(a)(1)(C)
|
Election
Form.*
|
(a)(1)(D)
|
Notice
of Withdrawal.*
|
(a)(1)(E)
|
Form
of Communication to Eligible Employees Participating in the Exchange
Offer
Confirming Receipt of Election Form.*
|
(a)(1)(F)
|
Form
of Communication to Eligible Employees Confirming Receipt of Notice
of
Withdrawal.*
|
(a)(1)(G)
|
Form
of Rights Letter to Eligible Employees Participating in the Exchange
Offer.*
|
(a)(1)(H)
|
Form
of Communication to Eligible Employees Rejecting the Election Form
under
the Exchange Offer.*
|
(a)(1)(I)
|
Form
of Communication to Eligible Employees Rejecting the Notice of
Withdrawal
under the Exchange Offer.*
|
(a)(1)(J)
|
Form
of Reminder Email to Eligible Employees.*
|
(a)(1)(K)
|
Email
to Eligible Employees Regarding Listing of Internap Network Services
Corporation’s Common Stock on the NASDAQ Global
Market.*
|
(a)(1)(L)
|
Email
to Eligible Employees Regarding Supplements to the Exchange
Offer.
|
(a)(2)
|
Not
applicable.
|
(a)(3)
|
Not
applicable.
|
(a)(4)
|
Not
applicable.
|
(a)(5)
|
Not
applicable.
|
Exhibit
No.
|
Description
|
(b)
|
Not
applicable.
|
(d)(1)
|
Internap
Network Services Corporation 2000 Non-Officer Equity Incentive
Plan
(incorporated herein by reference to Exhibit 99.1 to the
Company’s Registration Statement on Form S-8, File No. 333-37400
dated May 19, 2000).
|
(d)(2)
|
Amended
and Restated 2005 Incentive Stock Plan (incorporated herein by
reference
to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2006, filed on May 10, 2006).
|
(d)(3)
|
Form
of Amended and Restated 2005 Incentive Stock Plan Stock Option
Certificate (incorporated herein by reference to Exhibit 10.2 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2006, filed on August 8, 2006).
|
(g)
|
Not
applicable.
|
(h)
|
Not
applicable.
|
|
|
|
|
Internap
Network Services Corporation
|
|
|
|
|
|
By:
|
/s/
David Buckel
|
|
Name:
|
David
A. Buckel
|
|
Title:
|
Vice
President and Chief Financial Officer
|
|
Date:
|
September
14, 2006
|
Exhibit
No.
|
Description
|
(a)(1)(A)
|
Exchange
Offer for Certain Outstanding Options for New Stock Options, dated
August
30, 2006.*
|
(a)(1)(B)
|
Email
to Eligible Employees of Internap Network Services Corporation,
dated
August 30, 2006.*
|
(a)(1)(C)
|
Election
Form.*
|
(a)(1)(D)
|
Notice
of Withdrawal.*
|
(a)(1)(E)
|
Form
of Communication to Eligible Employees Participating in the Exchange
Offer
Confirming Receipt of Election Form.*
|
(a)(1)(F)
|
Form
of Communication to Eligible Employees Confirming Receipt of Notice
of
Withdrawal.*
|
(a)(1)(G)
|
Form
of Rights Letter to Eligible Employees Participating in the Exchange
Offer.*
|
(a)(1)(H)
|
Form
of Communication to Eligible Employees Rejecting the Election Form
under
the Exchange Offer.*
|
(a)(1)(I)
|
Form
of Communication to Eligible Employees Rejecting the Notice of
Withdrawal
under the Exchange Offer.*
|
(a)(1)(J)
|
Form
of Reminder Email to Eligible Employees.*
|
(a)(1)(K)
|
Email
to Eligible Employees Regarding Listing of Internap Network Services
Corporation’s Common Stock on the NASDAQ Global
Market.*
|
(a)(1)(L)
|
Email
to Eligible Employees Regarding Supplements to the Exchange
Offer
|
(a)(2)
|
Not
applicable.
|
(a)(3)
|
Not
applicable.
|
(a)(4)
|
Not
applicable.
|
(a)(5)
|
Not
applicable.
|
(b)
|
Not
applicable.
|
(d)(1)
|
Internap
Network Services Corporation 2000 Non-Officer Equity Incentive
Plan
(incorporated herein by reference to Exhibit 99.1 to the
Company’s Registration Statement on Form S-8, File No. 333-37400
dated May 19, 2000).
|
Exhibit
No.
|
Description
|
(d)(2)
|
Amended
and Restated 2005 Incentive Stock Plan (incorporated herein by
reference
to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2006, filed on May 10, 2006).
|
(d)(3)
|
Form
of Amended and Restated 2005 Incentive Stock Plan Stock Option
Certificate (incorporated herein by reference to Exhibit 10.2 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2006, filed on August 8, 2006).
|
(g)
|
Not
applicable.
|
(h)
|
Not
applicable.
|