-----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, Qph02SOAhAW/BBT1ep2O7aT/LFyjPuD4Eenv7GoBqYwPSKtZY3OcH9hmicIV04Xf 1w2fBD3iaemYLoJDwYFj+Q== 0000950133-00-002306.txt : 20000525 0000950133-00-002306.hdr.sgml : 20000525 ACCESSION NUMBER: 0000950133-00-002306 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000524 EFFECTIVENESS DATE: 20000524 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: S-8 SEC ACT: SEC FILE NUMBER: 333-37748 FILM NUMBER: 642995 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 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on May ___, 2000 Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NETWORK SOLUTIONS, INC. (Exact name of registrant as specified in its charter) DELAWARE 52-1146119 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 505 HUNTMAR PARK DRIVE HERNDON, VIRGINIA 20170-5139 (Address of principal executive offices) (Zip Code) NETWORK SOLUTIONS, INC. 1996 STOCK INCENTIVE PLAN (AMENDED AND RESTATED EFFECTIVE JULY 7, 1997) (Full title of plan) (Name, address and telephone number of agent for service) (Copy to:) JAMES P. RUTT JONATHAN W. EMERY NETWORK SOLUTIONS, INC. NETWORK SOLUTIONS, INC. 505 HUNTMAR PARK DRIVE 505 HUNTMAR PARK DRIVE HERNDON, VIRGINIA 20170-5139 HERNDON, VIRGINIA 20170-5139 (703) 742-0400 (703) 742-0400 CALCULATION OF REGISTRATION FEE
=============================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OFFERING AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE TO BE PRICE PER OFFERING REGISTRATION REGISTERED REGISTERED UNIT(2) PRICE(2) FEE (2) - ----------------------------------------------------------------------------------------------- Common Stock, par value 4,677,917(1) $125.875 $588,832,802 $155,452 $0.001 per share ===============================================================================================
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Act"), this amount covers 677,917 shares of the Registrant's Common Stock which became issuable pursuant to an evergreen provision under the Network Solutions, Inc. 1996 Stock Incentive Plan and also covers 4,000,000 shares of the Registrant's Common Stock which shall be reserved for Awards granted under the 1996 Stock Incentive Plan to Key Employees who are not officers or directors within the meaning of the National Association of Securities Dealers (NASD) Marketplace Rule 4310(c)(25)(H). This Registration Statement shall also cover any additional shares of Registrant's Common Stock which become issuable under the Network Solutions, Inc. 1996 Stock Incentive Plan (the "Plan") by reason of any stock dividend, stock split, recapitalization or other 2 similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of Network Solutions, Inc. Common Stock reported on the Nasdaq National Market on May 22, 2000. -2- 3 INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTIONS E TO FORM S-8 This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of Network Solutions, Inc. (the "Registrant") on Form S-8 relating to the same employee benefit plan are effective. INCORPORATION BY REFERENCE Pursuant to General Instruction E to Form S-8, the contents of the Registration Statements filed on Forms S-8 by the Registrant on February 9, 1998 (file number 333-45873) and October 28, 1999 (file number 333-89859), with respect to securities offered pursuant to the Plan are incorporated herein by reference. In addition, the following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (filed on March 30, 2000), and Quarterly Reports on Forms 10-Q for the quarters ended March 31, 1999 (filed on May 17, 1999), June 30, 1999 (filed on August 16, 1999) and September 30, 1999 (filed on November 15, 1999); (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act since December 31, 1999; and (c) The description of Common Stock of the Registrant contained on Form 8-A (File No. 000-22967), filed with the Commission on August 8, 1997 and Form 8-A/A (File No. 000-22967), filed with the Commission on June 16, 1999, including the description of Registrant's Common Stock stated therein. All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents. -3- 4 ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 4.1 Network Solutions, Inc. 1996 Stock Incentive Plan (Amended and Restated Effective July 7, 1997) (incorporated by reference to Exhibit 10.4 of Registrant's Registration Statement on Form S-1, No. 333-30705) 4.2 Amendment to the Network Solutions, Inc. 1996 Stock Incentive Plan 4.3 Network Solutions, Inc. 1996 Stock Incentive Plan Form of Nonstatutory Stock Option Agreement (incorporated by reference to Exhibit 10.4 of Registrant's Registration Statement on Form S-1, No. 333-30705) 4.4 Network Solutions, Inc. 1996 Stock Incentive Plan Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.4 to Registrant's Registration Statement on Form S-1, No. 333-30705) 5.0 Opinion of Piper Marbury Rudnick & Wolfe LLP, as to the legality of the securities being offered 23.1 Consent of Piper Marbury Rudnick & Wolfe LLP (included in the opinion filed as Exhibit 5.0 to this Registration Statement) 23.2 Consent of PricewaterhouseCoopers LLP 24.0 Power of Attorney (included on Signature Page)
-4- 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Herndon, Commonwealth of Virginia, on the 22nd day of May, 2000. NETWORK SOLUTIONS, INC. By: /s/ James P. Rutt --------------------------------- James P. Rutt Chief Executive Officer POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James P. Rutt and Jonathan W. Emery, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date - --------- ----- ---- /s/ James P. Rutt - ----------------- James P. Rutt Chief Executive Officer and Director May 22, 2000 (principal executive officer) /s/ Michael A. Daniels - ---------------------- Michael A. Daniels Chairman of the Board May 22, 2000 /s/Robert J. Korzeniewski - ------------------------- Robert J. Korzeniewski Chief Financial Officer May 22, 2000 (principal financial officer)
-5- 6 /s/ Michael G. Voslow - --------------------- Michael G. Voslow Vice President, Finance and Treasurer May 22, 2000 (principal accounting officer) /s/ Alan E. Baratz - ------------------ Alan E. Baratz Director May 22, 2000 /s/ J. Robert Beyster - --------------------- J. Robert Beyster Director May 22, 2000 /s/ Craig I. Fields - ------------------- Craig I. Fields Director May 22, 2000 /s/ J. Dennis Heipt - ------------------- J. Dennis Heipt Director May 22, 2000 /s/ Stratton D. Sclavos - ----------------------- Stratton D. Sclavos Director May 22, 2000
-6- 7 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE - ------ ----------- ---- 4.1 Network Solutions, Inc. 1996 Stock Incentive Plan (Amended and Restated Effective July 7, 1997) (incorporated by reference to Exhibit 10.4 of Registrant's Registration Statement on Form S-1, No. 333-30705) N/A 4.2 Amendment to the Network Solutions, Inc. 1996 Stock Incentive Plan 8 4.3 Network Solutions, Inc. 1996 Stock Incentive Plan Form of Nonstatutory Stock Option Agreement (incorporated by reference to Exhibit 10.4 of Registrant's Registration Statement on Form S-1, No. 333-30705) N/A 4.4 Network Solutions, Inc. 1996 Stock Incentive Plan Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.4 to Registrant's Registration Statement on Form S-1, No. 333-30705) N/A 5.0 Opinion of Piper Marbury Rudnick & Wolfe LLP, as to the legality of the securities being offered 9 23.1 Consent of Piper Marbury Rudnick & Wolfe LLP (included in the opinion filed as Exhibit 5.0 to this Registration Statement) 9 23.2 Consent of PricewaterhouseCoopers LLP 10 24.0 Power of Attorney (included on Signature Page) 5
EX-4.2 2 AMENDMENT TO THE 1996 STOCK INCENTIVE PLAN 1 EXHIBIT 4.2 AMENDMENT TO THE NETWORK SOLUTIONS, INC. 1996 STOCK INCENTIVE PLAN W I T N E S S E T H: WHEREAS, Section 17.2 of the Network Solutions, Inc. 1996 Stock Incentive Plan (the "Plan") authorizes the Board of Directors (the "Board") of Network Solutions, Inc. (the "Company") to amend the Plan at any time and from time to time; and WHEREAS, the Board has determined that it is desirable and in the best interest of the Company to authorize the issuance of a limited number of additional shares under the Plan to meet the Company's immediate needs in hiring and retaining qualified employees who are not officers and directors of the Company. NOW, THEREFORE, the Plan is amended as follows: The following Section 3.4 is added to the Plan: Section 3.4. Additional Shares. In addition to Common Shares reserved under Section 3.1 of the Plan, 2,000,000 Common Shares [subsequently increased to 4,000,000 based on a 2 for 1 stock split effected in the form of a dividend on the Registrant's Common Stock, which was distributed on March 10, 2000] shall be reserved for Awards granted under the Plan to Key Employees who are not officers or directors within the meaning of the National Association of Securities Dealers (NASD) Marketplace Rule 4310(c)(25)(H), during the period commencing October 27, 1999, and ending on the date of the first annual meeting of the Company's shareholders which occurs after such date, provided, however, that no Award with respect to such shares shall be deemed to be an ISO. The provision of this Section 3.4 shall be subject to adjustment pursuant to Section 10. Awards with respect to Common Shares received and authorized pursuant to this Section 3.4 shall not be taken into account for purposes of the limitations of Section 3.1. IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officers this 27th day of October, 1999. ATTEST: NETWORK SOLUTIONS, INC. By: /s/ James M. Ulam By: /s/ Jonathan W. Emery --------------------- --------------------- EX-5.0 3 OPINION OF PIPER MARBURY RUDNICK & WOLFE LLP 1 EXHIBIT 5.0 [LETTERHEAD OF PIPER MARBURY RUDNICK & WOLFE LLP] May 23, 2000 Network Solutions, Inc. 505 Huntmar Park Drive Herndon, Virginia 20170 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Network Solutions, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the "Registration Statement") registering 4,677,917 additional shares of Common Stock, par value $0.001 per share (the "Plan Shares"), issuable pursuant to the exercise of stock options and other awards granted under the Network Solutions, Inc. 1996 Stock Incentive Plan (Amended and Restated Effective July 7, 1997), as amended (the "Plan"). In this capacity, we have examined copies of the Company's Second Amended and Restated Certificate of Incorporation, Second Amended and Restated By-Laws (as amended May 1, 1998), the Plan, the proceedings of the Company's Board of Directors relating to the reservation and issuance of the Plan Shares to be issued pursuant to the Plan, a certificate of an officer of the Company (the "Certificate") and such other statutes, certificates, instruments and documents relating to the Company and matters of law as we have deemed necessary to the issuance of this opinion. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies (and the authenticity of the originals of such copies), and that all public records reviewed are accurate and complete. As to various questions of fact material to this opinion, we have relied on the Certificate and have not independently verified the matters stated therein. We assume that the Company will have at the time of issuance of any Plan Shares at least that number of authorized but unissued shares of common stock of the Company equal to the number of shares to be issued pursuant to the Plan. Based upon the foregoing, we are of the opinion that the issuance of the Plan Shares pursuant to the Plan has been duly authorized and, when issued, delivered and paid for in accordance with the terms and conditions of the Plan and the awards granted thereunder, the Plan Shares will be validly issued, fully paid and non-assessable. The opinion set forth herein is limited to matters governed by the laws of the State of Delaware and the Federal laws of the United States of America, and we express no opinion as to any other laws. We hereby consent to the filing of this opinion as Exhibit 5.0 to the Registration Statement. Very truly yours, /s/ Piper Marbury Rudnick & Wolfe LLP EX-23.2 4 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 2, 2000, except for Note 13 for which the date is March 15, 2000 relating to the financial statements and financial statement schedule, which appears in Network Solutions, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. /s/PricewaterhouseCoopers LLP - ----------------------------- McLean, Virginia May 22nd, 2000 -----END PRIVACY-ENHANCED MESSAGE-----