-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, StTX3bZbL9iTX+xh9sDtU+ELIYbQOkncuPIoyI3IzV7V+Hts3csZJcB3PBvduTEt jd5jj7mRXw6+I11GJ+lZZg== 0001104659-04-006694.txt : 20040308 0001104659-04-006694.hdr.sgml : 20040308 20040308162913 ACCESSION NUMBER: 0001104659-04-006694 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040308 GROUP MEMBERS: ANN H. LAMONT GROUP MEMBERS: BANDEL L. CARANO GROUP MEMBERS: DAVID B. WALROD GROUP MEMBERS: EDWARD F. GLASSMEYER GROUP MEMBERS: FREDRIC W. HARMAN GROUP MEMBERS: GERALD R. GALLAGHER GROUP MEMBERS: OAK ASSOCIATES VIII, LLC GROUP MEMBERS: OAK ASSOCIATES X, LLC GROUP MEMBERS: OAK INVESTMENT PARTNERS VIII, LIMITED PARTNERSHIP GROUP MEMBERS: OAK INVESTMENT PARTNERS X, LIMITED PARTNERSHIP GROUP MEMBERS: OAK VIII AFFILIATES FUND, LIMITED PARTNERSHIP GROUP MEMBERS: OAK VIII AFFILIATES, LLC GROUP MEMBERS: OAK X AFFILIATES FUND, LIMITED PARTNERSHIP GROUP MEMBERS: OAK X AFFILIATES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNAP NETWORK SERVICES CORP CENTRAL INDEX KEY: 0001056386 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 912145721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56941 FILM NUMBER: 04655061 BUSINESS ADDRESS: STREET 1: 601 UNION STREET SUITE 1000 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2064418800 MAIL ADDRESS: STREET 1: 250 WILLIAMS STREET STREET 2: SUITE E100 CITY: ATLANTA STATE: GA ZIP: 30303 FORMER COMPANY: FORMER CONFORMED NAME: INTERNAP NETWORK SERVICES CORP/WA DATE OF NAME CHANGE: 19990721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OAK MANAGEMENT CORP CENTRAL INDEX KEY: 0001030818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE GORHAM ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032268346 MAIL ADDRESS: STREET 1: ONE GORHAM ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 SC 13G/A 1 a04-3211_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No.  7)(1)

 

InterNAP Network Services Corporation

(Name of Issuer)

 

Common Stock, Par Value $0.001 per share

(Title of Class of Securities)

 

45885A102

(CUSIP Number)

 

December 31, 2003

(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)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

(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

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
6,336,884 Shares of Common Stock

 

6.

Shared Voting Power
Not applicable

 

7.

Sole Dispositive Power
6,336,884 Shares of Common Stock

 

8.

Shared Dispositive Power
Not applicable

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,336,884 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.8%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
Not applicable

 

6.

Shared Voting Power
6,336,884 Shares of Common Stock

 

7.

Sole Dispositive Power
Not applicable

 

8.

Shared Dispositive Power
6,336,884 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,336,884 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.8%

 

 

12.

Type of Reporting Person (See Instructions)
OO-LLC

 

3

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
161,468 Shares of Common Stock

 

6.

Shared Voting Power
Not applicable

 

7.

Sole Dispositive Power
161,468 Shares of Common Stock

 

8.

Shared Dispositive Power
Not applicable

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
161,468 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
Not applicable

 

6.

Shared Voting Power
161,468 Shares of Common Stock

 

7.

Sole Dispositive Power
Not applicable

 

8.

Shared Dispositive Power
161,468 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
161,468 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO-LLC

 

5

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
21,128,100 Shares of Common Stock

 

6.

Shared Voting Power
Not applicable

 

7.

Sole Dispositive Power
21,128,100 Shares of Common Stock

 

8.

Shared Dispositive Power
Not applicable

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
21,128,100 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.4%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

6

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
Not applicable

 

6.

Shared Voting Power
21,128,100 Shares of Common Stock

 

7.

Sole Dispositive Power
Not applicable

 

8.

Shared Dispositive Power
21,128,100 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
21,128,100 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.4%

 

 

12.

Type of Reporting Person (See Instructions)
OO-LLC

 

7

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oak X Affiliates Fund, Limited Partnership
06-1622220

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
339,183 Shares of Common Stock

 

6.

Shared Voting Power
Not applicable

 

7.

Sole Dispositive Power
339,183 Shares of Common Stock

 

8.

Shared Dispositive Power
Not applicable

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
339,183 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

8

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
Not applicable

 

6.

Shared Voting Power
339,183 Shares of Common Stock

 

7.

Sole Dispositive Power
Not applicable

 

8.

Shared Dispositive Power
339,183 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
339,183 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO-LLC

 

9

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

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
Not applicable

 

6.

Shared Voting Power
27,965,635 Shares of Common Stock

 

7.

Sole Dispositive Power
Not applicable

 

8.

Shared Dispositive Power
27,965,635 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
27,965,635 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
11.1%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

10

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
Not applicable

 

6.

Shared Voting Power
27,965,635 Shares of Common Stock

 

7.

Sole Dispositive Power
Not applicable

 

8.

Shared Dispositive Power
27,965,635 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
27,965,635 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
11.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

11

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
11,008 Shares of Common Stock

 

6.

Shared Voting Power
6,498,352 Shares of Common Stock

 

7.

Sole Dispositive Power
11,008 Shares of Common Stock

 

8.

Shared Dispositive Power
6,498,352 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,509,360 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

12

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
38,862 Shares of Common Stock

 

6.

Shared Voting Power
27,965,635 Shares of Common Stock

 

7.

Sole Dispositive Power
38,862 Shares of Common Stock

 

8.

Shared Dispositive Power
27,965,635 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
28,004,497 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
11.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

13

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
103,052 Shares of Common Stock

 

6.

Shared Voting Power
27,965,635 Shares of Common Stock

 

7.

Sole Dispositive Power
103,052 Shares of Common Stock

 

8.

Shared Dispositive Power
27,965,635 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
28,068,687 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
11.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

14

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
33,987 Shares of Common Stock

 

6.

Shared Voting Power
27,965,635 Shares of Common Stock

 

7.

Sole Dispositive Power
33,987 Shares of Common Stock

 

8.

Shared Dispositive Power
27,965,635 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
27,999,622 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
11.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

15

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
Not applicable

 

6.

Shared Voting Power
21,467,283 Shares of Common Stock

 

7.

Sole Dispositive Power
Not applicable

 

8.

Shared Dispositive Power
21,467,283 Shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
21,467,283 Shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.5%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

16

 

Amendment No. 7*
Common Stock Par Value $0.001
CUSIP No. 45885A102

 

Item 1.

 

(a)

Name of Issuer
InterNAP Network Services Corporation

 

(b)

Address of Issuer’s Principal Executive Offices
250 Williams Street
Atlanta, Georgia 30303

 

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

 

(b)

Address of Principal Business Office or, if none, Residence
c/o Oak Management Corporation
One Gorham Island
Westport, Connecticut  06880

 

(c)

Citizenship
Please refer to Item 4 on each cover sheet for each filing person.

 

(d)

Title of Class of Securities
Common stock, par value $0.001 per share.

 

(e)

CUSIP Number
45885A102

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(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 of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not applicable

 

17

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

This Amendment No. 7 to Schedule 13G is being filed solely to restate the number of shares of Common Stock issuable upon .conversion of the Series A Preferred Stock held by certain of the Reporting Persons that was reported in Amendment No. 6 to Schedule 13G filed on February 10, 2004.  The Reporting Persons have been informed by the Issuer that, as of December 31, 2003, each share of Series A Preferred Stock was convertible into 33.68421053 shares of Common Stock, which conversion ratio represents a slight increase from the conversion ratio of 33.53473684 that was used by the Reporting Persons to calculate the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock under Amendment No. 6 to Schedule 13G.

The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons is based upon 228,751,383 shares of Common Stock outstanding as of December 31, 2003, as reported in the Issuer’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on January 13, 2004, 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 18,210,804 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 292,350 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.

 

18

 

Amounts shown as beneficially owned by Mr. Gallagher include 11,008 shares of Common Stock held by Mr. Gallagher.

Amounts shown as beneficially owned by Mr. Glassmeyer include 38,862 shares of Common Stock held by Mr. Glassmeyer.

Amounts shown as beneficially owned by Ms. Lamont include 33,987 shares of Common Stock held by Ms. Lamont.

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.

 

(a)

Amount beneficially owned:   

 

 

(b)

Percent of class:   

 

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

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   o.

 

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 or Control Person

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.

Certification

  Not applicable

 

19

 

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: March 8, 2004

 

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

 

20

 

INDEX TO EXHIBITS

 

EXHIBIT A           Agreement of Reporting Persons

 

EXHIBIT B            Power of Attorney

 

21

 EX-99.A 3 a04-3211_1ex99da.htm EX-99.A

Exhibit 99.a

 

EXHIBIT A

 

Agreement of Reporting Persons

 

Each of the undersigned hereby agrees that Amendment No. 7 to the Schedule 13G filed on the date hereof with respect to the shares of Common Stock of InterNAP Network Services Corporation has been filed on behalf of the undersigned.

 

Signature:

 

Dated: March 8, 2004

 

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

 

 EX-99.B 4 a04-3211_1ex99db.htm EX-99.B

Exhibit 99.b

 

EXHIBIT B

 

Power of Attorney

 

The undersigned hereby make, constitute and appoint each of Edward F. Glassmeyer and Ann H. Lamont, acting jointly or individually, with full power of substitution, the true and lawful attorney-in-fact for the undersigned, in the undersigned’s name, place and stead and on the undersigned’s behalf, to complete, execute and file with the United States Securities and Exchange Commission (the “Commission”), a statement on Schedule 13G with respect to the securities of any or all of the following entities:

 

aQuantive, Inc., a Washington corporation;

Concur Technologies, Inc., a Delaware corporation;

InterNAP Network Services Corporation, a Delaware corporation;

 

and any and all amendments thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and any other forms, certificates, documents or instruments (including a Joint Filing Agreement) that the attorneys-in-fact (or either of them) deems necessary or appropriate in order to enable the undersigned to comply with the requirements of said Section 13(d) and said rules and regulations.

 

This Power of Attorney shall remain in effect for a period of two years from the date hereof or until such earlier date as a written revocation thereof is filed with the Commission.

 

Dated: March 8, 2004

 

 

Oak Management Corporation

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  President

 

 

Oak Investment Partners VI, Limited Partnership

By: Oak Associates VI, LLC, its general partner

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak Associates VI, LLC

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak VI Affiliates Fund, Limited Partnership

By:

Oak VI Affiliates, LLC

 

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak VI Affiliates, LLC

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak Investment Partners VII, Limited Partnership

By: Oak Associates VII, LLC, its general partner

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak Associates VII, LLC

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak VII Affiliates Fund, Limited Partnership

By:

Oak VII Affiliates, LLC

 

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak VII Affiliates, LLC

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak Investment Partners VIII, Limited Partnership

By:

Oak Associates VIII, LLC, its general partner

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak Associates VIII, LLC

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak VIII Affiliates Fund, Limited Partnership

By:

Oak VIII Affiliates, LLC

 

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak VIII Affiliates, LLC

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak Investment Partners IX, Limited Partnership

By:

Oak Associates IX, LLC, its general partner

 

 

 

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak Associates IX, LLC

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak IX Affiliates Fund - A, Limited Partnership

By:

Oak IX Affiliates, LLC

 

 

 

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak IX Affiliates Fund, Limited Partnership

By:

Oak IX Affiliates, LLC

 

 

 

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak IX Affiliates, LLC

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak Investment Partners X, Limited Partnership

By:

Oak Associates X, LLC, its general partner

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak Associates X, LLC

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak X Affiliates Fund, Limited Partnership

By:

Oak X Affiliates, LLC

 

 

 

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

Oak X Affiliates, LLC

 

By:

/s/ Edward F. Glassmeyer

 

 

Name:  Edward F. Glassmeyer

 

Title:  Managing Member

 

 

/s/ Bandel L. Carano

 

Bandel L. Carano

 

 

 

 

 

/s/ Gerald R. Gallagher

 

Gerald R. Gallagher

 

 

 

/s/ Edward F. Glassmeyer

 

Edward F. Glassmeyer

 

 

 

 

 

/s/ Fredric W. Harman

 

Fredric W. Harman

 

 

 

 

 

/s/ Ann H. Lamont

 

Ann H. Lamont

 

 

 

 

 

/s/ David B. Walrod

 

David B. Walrod

 

 

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