-----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, HCOIbR4UaAsvO8Hy++qS9OZLPJTVjvMw0XJ123x96XykDI9oIIgCk/0YKKF0UahA lJv/9zrxvRUKqlrZwQ/5XA== 0000950133-99-002228.txt : 19990618 0000950133-99-002228.hdr.sgml : 19990618 ACCESSION NUMBER: 0000950133-99-002228 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990617 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-A12G/A SEC ACT: SEC FILE NUMBER: 000-22967 FILM NUMBER: 99648059 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-A12G/A 1 FORM 8-A/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Network Solutions, Inc. ---------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 52-1146119 ----------------------- ---------------- (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 505 Huntmar Park Drive, Herndon, Virginia 20170 - ----------------------------------------- ------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective Exchange Act and is effective pursuant to General Instruction pursuant to General Instruction A.(c), please check the following A.(d), please check the following box. box. X -- -
Securities Act registration statement file number to which this form relates: 333-30705 Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered - ------------------- ------------------------------ None None
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share ---------------------------------------- (Title of class) 2 Item 1. Description of Registrant's Securities to be Registered. This amendment is being filed to change the title of registrant's registered security from Class A Common Stock, par value $0.001 per share (the "Class A Common Stock") to common stock, par value $0.001 per share (the "Common Stock"). The title of the Class A Common Stock was changed to Common Stock in the registrant's Certificate of Amendment of Second Amended and Restated Certificate of Incorporation which was filed with the Secretary of State of Delaware on June 17, 1999. The description of the Class A Common Stock that is contained under the caption "Description of Capital Stock" in the Registrant's Registration Statement on Form S-1(File No. 333-30705) (the "Registration Statement") is incorporated herein by reference as the description of the Common Stock. Item 2. Exhibits. The following exhibits are filed as a part of this Registration Statement: 1. Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Network Solutions, Inc. filed with the Delaware Secretary of State on June 17, 1999. 2. Form of stock certificate for Common Stock of Registrant (incorporated herein by reference to Exhibit 4.1 of the Registration Statement). 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Network Solutions, Inc. ----------------------- (Registrant) Dated: June 17, 1999 By: /s/ JAMES P. RUTT ------------------------------ James P. Rutt Chief Executive Officer 4 INDEX TO EXHIBITS
Exhibit Numbered Number Exhibit Page - ------ ------- -------- 1. Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Network Solutions, Inc. 2. Form of stock certificate for Common Stock of Registrant (incorporated herein by reference to Exhibit 4.1 of the Registration Statement.)
EX-1 2 CERT. OF AMEND. OF CERTIFICATE OF INCORPORATION 1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NETWORK SOLUTIONS, INC. NETWORK SOLUTIONS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: FIRST: That the Board of Directors (the "Board") of said corporation, at a meeting of the Board held on February 16, 1999, adopted a resolution proposing and declaring advisable the following amendment to the Second Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") of said corporation: RESOLVED, that upon the approval of the stockholders of this Corporation, the Corporation amend its Certificate of Incorporation by deleting in its entirety Section A of Article IV of the Certificate of Incorporation and substituting in lieu thereof the following: A. The total number of shares of stock that the Corporation shall have authority to issue is two hundred twenty million (220,000,000) of which (i) two hundred ten million (210,000,000) shares shall be shares of common stock, $0.001 par value per share (the "Common Stock"), and (ii) ten million (10,000,000) shares shall be shares of preferred stock, $0.001 par value per share (the "Preferred Stock"). On the effective date of this Amendment, each outstanding share of the Corporation's Class A common stock, par value $0.001 per share, and Class B common stock par value $0.001 per share, shall be automatically reclassified and converted into one share of Common Stock. SECOND: That the stockholders of said corporation have approved said amendment in accordance with the provisions of Section 242 of the Delaware General Corporation Law at a meeting of the stockholders held on May 18, 1999. THIRD: That the aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law. 2 IN WITNESS WHEREOF, said NETWORK SOLUTIONS, INC., has caused this certificate to be signed by James P. Rutt, Chief Executive Officer, this 15th day of June, 1999. /s/ JAMES P. RUTT ---------------------------------- James P. Rutt Chief Executive Officer 2 -----END PRIVACY-ENHANCED MESSAGE-----