0001140361-20-010304.txt : 20200430 0001140361-20-010304.hdr.sgml : 20200430 20200430163211 ACCESSION NUMBER: 0001140361-20-010304 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200430 DATE AS OF CHANGE: 20200430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Internap 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-214784 FILM NUMBER: 20836157 BUSINESS ADDRESS: STREET 1: 12120 SUNSET HILLS ROAD, SUITE 330 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 404-302-9700 MAIL ADDRESS: STREET 1: 12120 SUNSET HILLS ROAD, SUITE 330 CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: INTERNAP NETWORK SERVICES CORP DATE OF NAME CHANGE: 20010918 FORMER COMPANY: FORMER CONFORMED NAME: INTERNAP NETWORK SERVICES CORP/WA DATE OF NAME CHANGE: 19990721 POS AM 1 formposam.htm POS AM
As filed with the Securities and Exchange Commission on April 30, 2020

Registration No. 333-214784
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-Effective Amendment No. 1
to
FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INTERNAP CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
  
91-2145721
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification Number)

12120 Sunset Hills Road, Suite 330, Reston, Virginia 20190
(Address of Principal Executive Offices, including Zip Code)

Richard Diegnan
General Counsel
Internap Corporation
12120 Sunset Hills Road, Suite 330
Reston, Virginia 20190
(404) 302-9700
(Name, address and telephone number, including area code, of agent for service)

Copies of all communications, including copies of all communications
sent to agent for service, should be sent to:

Thomas A. Monson
Jenner & Block LLP
353 N. Clark Street
Chicago, Illinois 60654-3456
(312) 222-9350

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:Not applicable.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer
☐
Accelerated filer
 ☒
       
Non-accelerated filer
☐ (Do not check if a smaller reporting company)
Smaller reporting company
 ☒

Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

EXPLANATORY NOTE / DEREGISTRATION OF UNSOLD SECURITIES

 
Internap Corporation (the “INAP”) previously registered an indeterminate number of shares of common stock, par value $0.001 per share (“Common Stock”) and preferred stock, such indeterminate number of warrants and rights and such indeterminate principal amount of debt securities with an aggregate initial offering price not to exceed $125,000,000 of INAP (the “Registered Securities”) pursuant to a registration statement on Form S-3 (File No. 333-214784), originally filed with the Securities and Exchange Commission on November 23, 2016 (as amended, the “Registration Statement”).  The Registration Statement was declared effective on May 4, 2017.

As previously disclosed, on March 16, 2020, the Company and certain subsidiaries filed voluntary petitions for relief (collectively, the “Chapter 11 Cases”) under Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York, White Plains Division.  As a result of the Chapter 11 Cases, the Company has terminated all offerings of securities pursuant to the Registration Statement.

Accordingly, in accordance with the undertaking contained in the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K, this Post-Effective Amendment No. 1 to the Registration Statement is being filed to remove from registration, as of the date hereof, all of the Registered Securities that have not been and will not be issued under the Registration Statement. Upon effectiveness thereof, none of the Registered Securities remain registered under the Registration Statement for issuance and the Company hereby terminates the effectiveness of the Registration Statement.

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-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia on this 30th day of April, 2020. 

 
INTERNAP CORPORATION
     
 
By:
/s/ Richard P. Diegnan
   
Richard P. Diegnan
   
EVP and General Counsel

Note: No other person is required to sign this Post-Effective Amendment in reliance on Rule 478 of the Securities Act of 1933, as amended.