-----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, EyvJTJRbS7FHzohZWAph3iBFEwhJmKORk7zIi1Pcj1tvgSIcHFdcQo/I4VPUK34/ O1gDeT0w2Qc+ewGY2Kd3VQ== 0000950133-99-003345.txt : 19991029 0000950133-99-003345.hdr.sgml : 19991029 ACCESSION NUMBER: 0000950133-99-003345 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991028 EFFECTIVENESS DATE: 19991028 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: 333-89859 FILM NUMBER: 99736272 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 NETWORK SOLUTIONS, INC. FORM S-8 1 As filed with the Securities and Exchange Commission on October 28, 1999 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 incorporation or organization) Identification No.) 505 Huntmar Park Drive Herndon, VA 20170 - ------------------------------------------ -------------------------------- (Address of Principal Executive Offices) (Zip Code)
NETWORK SOLUTIONS, INC. 1996 STOCK INCENTIVE PLAN (Full title of the plan) Copy to: JAMES P. RUTT JONATHAN W. EMERY Network Solutions, Inc. Network Solutions, Inc. 505 Huntmar Park Drive 505 Huntmar Park Drive Herndon, VA 20170 Herndon, VA 20170 (703) 742-0400 (703) 742-0400 - ------------------------------------------ -------------------------------- (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------- Title of Amount to be Proposed Proposed Amount of Securities Registered (1) Maximum Offering Maximum Registration to be Registered Price per Share (2) Aggregate Offering Price (2) Fee (3) - ---------------------------------------------------------------------------------------------------------------------------- Common Stock 659,808 shares $91.44 $60,156,040 $16,723.38 par value $.001 under 1996 Stock Incentive Plan - ----------------------------------------------------------------------------------------------------------------------------
(1) Calculated pursuant to General Instruction E on Form S-8. This amount covers shares of the Registrant's Common Stock which became issuable pursuant to an evergreen provision under the Network Solutions, Inc. 1996 Stock Incentive Plan. 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 by reason of any stock dividend, stock split, recapitalization or other 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, including shares of the Registrant's Common Stock which became issuable pursuant to a two-for-one stock split effected in the form of a dividend on the Registrant's Common Stock, which was paid on March 23, 1999. (2) Estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices as reported on the Nasdaq National Market on October 22, 1999. (3) The registration fee has been calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "1933 Act"). ----------------- 2 The Registration Statement shall become effective upon filing in accordance with Rule 462 under the 1933 Act. - -------------------------------------------------------------------------------- INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 GENERAL INSTRUCTION E INFORMATION This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. The Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on February 9, 1998 (File No. 333-45873) is hereby incorporated by reference. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, pursuant to Section 13 of the Securities Exchange Act of 1934 (the "1934 Act"), filed with the Commission on March 30, 1999 and Quarterly Report on Form 10-Q for the period ending June 30, 1999, filed with the Commission on August 16, 1999. (2) The Registrant's registration statement 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. (3) The Registrant's Current Reports on Form 8-K filed with the Commission on October 9, 1998, November 20, 1998, January 15, 1999, February 9, 1999, February 11, 1999 and October 6, 1999. In addition, all documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. 3 INDEX TO EXHIBITS
Exhibit Number Exhibit - -------------- ------- 5 Opinion regarding legality of securities to be offered. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5). 24 Power of Attorney (see page 3). 99.1 Networks Solution, Inc. 1996 Stock Incentive Plan, as amended and restated effective July 7, 1997. (Incorporated by reference to Exhibit 10.4 to Registrant's Registration Statement on Form S-1, No. 333-30705). 99.2 Network Solutions, Inc. 1996 Stock Incentive Plan Form of Nonstatutory Stock Option Agreement. (Incorporated by reference to Exhibit 10.4 to Registrant's Registration Statement on Form S-1, No. 333-30705). 99.3 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).
- -------- 4 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 October 27, 1999. NETWORK SOLUTIONS, INC. By /s/ J. P. RUTT -------------------------------------- James P. Rutt Chief Executive Officer POWER 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, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or their substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Name Title Date ---- ----- ---- /s/ J. P. RUTT - ------------------------- Chief Executive Officer and Director October 27, 1999 James P. Rutt /s/ MICHAEL A. DANIELS - ------------------------- Chairman of the Board October 27, 1999 Michael A. Daniels /s/ ROBERT J. KORZENIEWSKI - -------------------------- Chief Financial Officer (Principal Financial October 27, 1999 Robert J. Korzeniewski Officer) /s/ MICHAEL VOSLOW - ------------------------- Vice President, Finance and Treasurer (Principal October 27, 1999 Michael G. Voslow Accounting Officer)
5 /s/ ALAN BARATZ - ------------------------- Director October 27, 1999 Alan Baratz /s/ J. R. BEYSTER - ------------------------- Director October 27, 1999 J. Robert Beyster /s/ CRAIG FIELDS - ------------------------- Director October 27, 1999 Craig I. Fields /s/ JOHN E. GLANCY - ------------------------- Director October 27, 1999 John E. Glancy /s/ J. D. HEIPT - ------------------------- Director October 27, 1999 J. Dennis Heipt /s/ W. A. ROPER - ------------------------- Director October 27, 1999 William A. Roper, Jr. /s/ STRATTON D. SCLAVOS - ------------------------- Director October 27, 1999 Stratton D. Sclavos /s/ DONALD N. TELAGE - ------------------------- Director October 27, 1999 Donald N. Telage
6 INDEX TO EXHIBITS
Exhibit Number Exhibit - ------ ------- 5 Opinion regarding legality of securities to be offered. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5). 24 Power of Attorney (see page 3). 99.1* Network Solutions, Inc. 1996 Stock Incentive Plan, as amended and restated effective July 7, 1997 (the "Network Solutions, Inc. 1996 Stock Incentive Plan"). 99.2* Network Solutions, Inc. 1996 Stock Incentive Plan Form of Nonstatutory Stock Option Agreement. 99.3* 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. EX-5 2 OPINION REGARDING LEGALITY OF SECURITIES OFFERED 1 EXHIBIT 5 PILLSBURY MADISON & SUTRO LLP 1100 NEW YORK AVENUE, N.W. WASHINGTON, D.C. 20005-3918 Tel: (202) 861-3000 Fax: (202) 822-0944 October 26, 1999 Network Solutions, Inc. 505 Huntmar Park Drive Herndon, VA 20170 Re: Registration Statement on Form S-8 Gentlemen: With reference to the Registration Statement on Form S-8 to be filed by Network Solutions, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, relating to 659,808 shares of the Company's common stock (the "Stock Plan Common Stock") issuable pursuant to the Company's 1996 Stock Incentive Plan, amended and restated effective July 7, 1997 (the "Plan"), it is our opinion that when and if the Stock Plan Common Stock is issued and sold in accordance with the Plan, the Stock Plan Common Stock will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement. Very truly yours, [05815] /s/ PILLSBURY MADISON & SUTRO LLP EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 5, 1999, appearing in the Annual Report on Form 10-K of Network Solutions, Inc. for the year ended December 31, 1998. PricewaterhouseCoopers LLP McLean, VA October 22, 1999 -----END PRIVACY-ENHANCED MESSAGE-----