Delaware
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91-2145721
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(State
or Other Jurisdiction
|
(I.R.S.
Employer
|
of
Incorporation or Organization)
|
Identification
Number)
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George
Kilguss
Vice
President and Chief Financial Officer
Internap
Network Services Corporation
250
Williams Street
Atlanta,
Georgia 30303
404-302-9700
(Name,
Address and Telephone Number,
Including
Area Code for Agent for Service)
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Copy
to:
Grant
W. Collingsworth
Morris,
Manning & Martin, LLP
3343
Peachtree Road, NE, Suite 1600
Atlanta,
Georgia 30326
(404)
233-7000
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Large
accelerated filer o
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Non-accelerated
filer o
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Accelerated
filer x
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Smaller
reporting company o
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CALCULATION OF
REGISTRATION FEE
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||||
Title
of
Securities
To
Be
Registered
|
Amount
To
Be
Registered
(1)
|
Proposed
Maximum
Offering
Price
Per
Share(2)
|
Proposed
Maximum
Aggregate
Offering
Price(2)
|
Amount
Of
Registration
Fee
|
Common
Stock, par value
$0.001
per share
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4,000,000
shares
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$3.44
|
$13,760,000
|
$540.77
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(1)
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This
Registration Statement shall also cover any additional securities as may
become issuable under the Amended and Restated Internap Network Services
Corporation 2005 Stock Incentive 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.
|
(2)
|
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 NASDAQ Global Market on
September 30, 2008.
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Item
3.
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Incorporation
of Documents by Reference
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The following documents that Registrant has previously filed with the Commission are incorporated herein by reference: |
(a)
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Annual
Report of Internap Network Services Corporation (“Internap” or the
“Registrant”) on Form 10-K/A for the fiscal year ended
December 31, 2007;
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(b)
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All
other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), since December 31,
2007;
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(c)
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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, including all amendments or reports filed for the purpose of
updating such description; and
|
|
(d)
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All
other documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates
that all securities offered have been sold or that deregisters all
securities that remain unsold.
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Item
8.
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Exhibits
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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:
|
(i)
|
To
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933;
|
(ii)
|
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)
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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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|
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration
Statement.
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(2)
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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)
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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)
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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/ George
Kilguss
George
Kilguss
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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October
1, 2008
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/s/
Eugene Eidenberg
Eugene
Eidenberg
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Non-Executive
Chairman
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September
17, 2008
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/s/
George Kilguss
George
Kilguss
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Vice
President and Chief Financial Officer
(Principal
Financial and Accounting Officer)
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October
1, 2008
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/s/
Charles B. Coe
Charles
B. Coe
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Director
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September
23, 2008
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/s/
James P. DeBlasio
James
P. DeBlasio
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Director
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October
1, 2008
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/s/
William J. Harding
William
J. Harding
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Director
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October
1, 2008
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/s/
Patricia L. Higgins
Patricia
L. Higgins
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Director
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September
23, 2008
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/s/
Kevin L. Ober
Kevin
L. Ober
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Director
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October
1, 2008
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/s/
Gary Pfeiffer
Gary
Pfeiffer
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Director
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September
18, 2008
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/s/
Daniel C. Stanzione
Daniel
C. Stanzione
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Director
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October
1, 2008
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3.1
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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)).
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3.2
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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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3.3
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Certificate
of Designation of Rights, Preferences and Privileges of Series B Preferred
Stock (incorporated by reference herein to Exhibit 3.4 to the Company’s
Current Report on Form 8-K filed on April 13, 2007).
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3.4
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Certificate
of Amendment to Certificate of Incorporation of Registrant (incorporated
by reference herein from Exhibit 3.1 to Registrant's Quarterly Report on
Form 10-Q filed August 11, 2008).
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3.5
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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)).
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4.1
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See
Exhibits 3.1-3.5 for provisions of the Certificate of Incorporation and
Bylaws defining the rights of the holders of common stock of the
Company.
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4.2
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Rights
Agreement, dated as of April 11, 2007, between Internap Network Services
Corporation and American Stock Transfer & Trust Company, as Rights
Agreement (incorporated by reference to Exhibit 4.1 to the Company’s
Current Report on Form 8-K, filed on April 13, 2007).
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4.3
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Specimen
Stock Certificate
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5.1
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Opinion
of Morris, Manning & Martin,
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
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Consent
of Morris, Manning & Martin, 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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