-----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, FgMV7nEZaHddfDKbPaE+UsX5y8OAAHsXoOs6iYn8e57XysLguNccOZQObK6OVNzW dPH2yXfk5IrZnh+euD4dvQ== 0000950133-99-000100.txt : 19990118 0000950133-99-000100.hdr.sgml : 19990118 ACCESSION NUMBER: 0000950133-99-000100 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETWORK SOLUTIONS INC /DE/ CENTRAL INDEX KEY: 0001030341 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 521146119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22967 FILM NUMBER: 99506947 BUSINESS ADDRESS: STREET 1: 505 HUNTMAR PARK DR CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 7037420400 MAIL ADDRESS: STREET 1: 505 HUNTMAR PARK DRIVE CITY: HERNDON STATE: VA ZIP: 20170 FORMER COMPANY: FORMER CONFORMED NAME: NETWORK SOLUTIONS INC /DE/ DATE OF NAME CHANGE: 19970702 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: December 31, 1998 NETWORK SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 0-22967 52-1146119 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification Number) 505 Huntmar Park Drive, Herndon, Virginia 20170 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (703) 742-0400 2 ITEM 5. OTHER EVENTS. On December 31, 1998, the Board of Directors of Network Solutions, Inc., a Delaware corporation (the "Company"), approved a two-for-one split of the Company's Class A Common Stock and Class B Common Stock ("Common Stock") to be effected in the form of a stock dividend. The stock split will be effected by the distribution on March 23, 1999 to stockholders of record as of the close of business on February 26, 1999 of one additional share of Common Stock for each share of Common Stock issued and outstanding. The stock split will increase the number of shares of Common Stock outstanding from approximately 16,485,000 to approximately 32,970,000. A copy of the Company's press release, dated January 4, 1999, announcing the stock split is attached hereto as Exhibit 99.1 and incorporated by reference herein. On January 12, 1999, the Company announced that it registered approximately 1,911,000 net new domain names in 1998, nearly double the approximately 960,000 net new domain names registered in 1997. Network Solutions registers domain names in the .com, .org, .net and .edu top levels domains. A copy of the Company's press release, dated January 12, 1999, announcing the 1998 domain name registrations is attached hereto as Exhibit 99.2 and incorporated by reference herein. This report and the Company's press releases attached hereto contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements. The potential risks and uncertainties include, among others, uncertainty of Internet governance and regulation, increased competition in the domain name registration business and customer acceptance of new products and services offered by the Company in addition to or as enhancements of its registration services. More information about potential factors that could affect the Company's business and financial results is included in the Company's annual report on Form 10-K for the year ended December 31, 1997, the Company's quarterly reports on Form 10-Q for the periods ended March 31, 1998, June 30, 1998 and September 30, 1998, and the Company's Registration Statement on Form S-3 filed on January 4, 1999, which are on file with the Securities and Exchange Commission (http://www.sec.gov). ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. 99.1 Text of Press Release dated January 4, 1999 99.2 Text of Press Release dated January 12, 1999 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NETWORK SOLUTIONS, INC. Date: January 15, 1999 By: /s/ Robert J. Korzeniewski ----------------------------- Robert J. Korzeniewski Chief Financial Officer, Acting Chief Operating Officer and Authorized Signatory 3 NETWORK SOLUTIONS, INC. INDEX TO EXHIBITS
Exhibit Description - ------- ----------- 99.1 Text of Press Release dated January 4, 1999 99.2 Text of Press Release dated January 12, 1999
EX-99.1 2 PRESS RELEASE DATED JANUARY 4, 1999 1 Network Solutions Announces Two-for-One Stock Split Herndon, Va., January 4, 1999 - Network Solutions, Inc. (NASDAQ: NSOL) today announced that its board of directors has approved a two-for-one stock split to be effected in the form of a stock dividend on its Common Stock. Network Solutions' stockholders of record at the close of business on February 26, 1999 will receive one additional share for each share of Common Stock held at that time. The new shares are expected to be mailed from the Company's transfer agent, ChaseMellon Shareholder Services, L.L.C, on March 23, 1999. The stock split will increase the number of shares of Common Stock currently outstanding from approximately 16,485,000 to 32,970,000. Founded in 1979, Network Solutions, Inc. (Nasdaq:NSOL) is an Internet leader and pioneered the development of registering Web addresses ending in com, .net, .org, and .edu. Network Solutions also provides enterprise network services that focus on assisting large commercial organizations in the evolution and management of their enterprise networks. For more information, see networksolutions.com web site. For Network Solutions: Media: Christopher Clough, chrisc@netsol.com, (703) 742-4706 Investor Relations: Sean McClorey, smcclorey@netsol.com, 703/326-6090 EX-99.1 3 PRESS RELEASE DATED JANUARY 12, 1999 1 Network Solutions Registers Record Number of Web Addresses In 1998 U.S., Canada and U.K. Lead Globally; California, New York and Florida Top U.S. Herndon, Va., January 12, 1998 - Network Solutions, Inc. (NASDAQ: NSOL) today announced that it registered approximately 1,911,000 net new domain names (Web addresses) in 1998, nearly double the 1997 total of 960,000 net new registrations. Network Solutions registers Web addresses ending in .com, .net, .org and .edu. Among these top-level domain names, .com is the most sought after, accounting for nearly 84 percent of Network Solutions' cumulative total registrations. "In 1998 dot com became a household name across the globe as more Internet users came online to communicate and set up shop," said Robert Korzeniewski, chief financial officer and acting chief operating officer, Network Solutions. "Net new Internet registrations nearly doubled for the second consecutive year and were up almost 300 percent from 1996 figures. Network Solutions achieved this growth in part through strategic relationships with leading Internet service providers. At the same time Network Solutions introduced several complementary services including dot com mail.(TM)" Approximately 70 percent of net new registrations in 1998 were completed for U.S. businesses and individuals, compared to international registrations of approximately 30 percent -- virtually unchanged from 1997 levels. In 1998, Network Solutions registered the greatest number of Web addresses in the following countries: 1. United States 7. Spain 2. Canada 8. Italy 3. United Kingdom 9. Netherlands 4. Germany 10. China 5. France 11. Japan 6. Sweden 12. Australia A state-by-state breakdown shows Network Solutions had the highest number of registrations in 1998 in California. The top 12 states by number of registrations are: 1. California 7. Massachusetts 2. New York 8. Pennsylvania 3. Florida 9. Washington 4. Texas 10. Ohio 5. New Jersey 11. Virginia 6. Illinois 12. Maryland Network Solutions, Inc. (NASDAQ: NSOL) is an Internet leader and pioneered the development of registering Web addresses ending in .com, .net, .org and .edu. Web addresses provide a unique Internet identity for communications, marketing and e-commerce. Network Solutions also facilitates registration of Web addresses in more than 200 country-code TLDs. Marketed as the dot com people,(TM) Network Solutions offers a package of registration services to the growing numbers of small businesses coming online who want to establish a unique identity and build their brand online including: RegistrationPlus,(TM) a real-time, online registration or reservation service; and dot com mail,(TM) a portable, personal Web or POP- 2 based e-mail service to help small businesses maximize their brand names on the Internet. Network Solutions also provides enterprise network services that focus on assisting large commercial organizations in the evolution and management of their enterprise networks. For more information, see the www.networksolutions.com Web site. For Network Solutions, Media: Cheryl Regan, cregan@netsol.com 703/742-4847 Investor Relations: Sean McClorey, smcclorey@netsol.com 703/326-6090 Statements in this announcement other than historical data and information constitute forward looking statements that involve risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements. The potential risks and uncertainties include, among others, the company's limited operating history in its subscription-based model, uncertainty of Internet governance and regulation, increased competition in the domain name registration business and customer acceptance of new products and services offered by the company in addition to or as enhancements of its registration services. More information about potential factors that could affect the company's business and financial results is included in the company's filings with the Securities and Exchange Commission, especially in the company's Annual Report on Form 10-K for the year ended December 31, 1997 and Quarterly Reports on Form 10-Q for the periods ended March 31, 1998, June 30, 1998 and September 30, 1998.
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