-----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, DGBcMdEuyipF6Q7y34qcTA7d8k0b5Qz2zz19dhpd8TH6AVE2Hvz07DKYX1eHHiFk Oh3gLkBCdcRw5u44gys8TA== 0001188112-05-001284.txt : 20050629 0001188112-05-001284.hdr.sgml : 20050629 20050629170403 ACCESSION NUMBER: 0001188112-05-001284 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050623 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNAP NETWORK SERVICES 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31989 FILM NUMBER: 05925613 BUSINESS ADDRESS: STREET 1: 601 UNION STREET SUITE 1000 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2064418800 MAIL ADDRESS: STREET 1: 250 WILLIAMS STREET STREET 2: SUITE E100 CITY: ATLANTA STATE: GA ZIP: 30303 FORMER COMPANY: FORMER CONFORMED NAME: INTERNAP NETWORK SERVICES CORP/WA DATE OF NAME CHANGE: 19990721 8-K 1 t8k-6883.htm INTERNAP NETOWRK SERVICES CORP / 8-K Internap Netowrk Services Corp / 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)
June 23, 2005
 
 INTERNAP NETWORK SERVICES CORPORATION
 (Exact Name of Registrant as Specified in Charter)
 
Delaware
000-27265
91-2145721
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

250 Williams Street, Atlanta, Georgia
30303
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code:
(404) 302-9700
 
 
 Not Applicable
 (Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
r
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
r
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
r
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
r
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
Item 1.01    Entry into a Material Definitive Agreement
 
Approval of 2005 Stock Incentive Plan

On June 23, 2005, the stockholders of the registrant (the “Company”) approved the adoption of the registrant’s 2005 Stock Incentive Plan (the “Plan”).

Administration

          The Plan is administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”), which has at least two members, each of whom shall be a non-employee director within the meaning of Rule 16b-3 and an outside director under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).  The Committee may appoint a delegate and authorize such delegate to make grants to eligible employees who are not “insiders” within the meaning of Rule 16b-3 or “covered employees” under Section 162(m) of the Code.  Each grant under the Plan is evidenced by a certificate that incorporates such terms and conditions as the Committee or its delegate deems necessary or appropriate. 

Coverage, Eligibility and Grant Limits

          The Plan provides for the grant of stock options (“Options”), stock grants (“Stock Grants”), stock units (“Stock Units”), and stock appreciation rights (“SARs”) to certain eligible employees and to outside directors.  An eligible employee is any employee of the Company or any subsidiary, parent or affiliate of the Company who has been designated by the Committee to receive a grant under the Plan.  No eligible employee or outside director in any calendar year may be granted an Option to purchase more than 5,000,000 shares of common stock or an SAR based on the appreciation with respect to more than 5,000,000 shares of common stock or may be granted Stock Grants or Stock Units where the number of shares of common stock subject to such grant exceeds 5,000,000 shares.  No more than 20,000,000 shares of common stock are available for Stock Grants under the Plan.

Shares Available for Issuance

          There are 74,000,000 shares available for issuance under the Plan, which include 20,000,000 newly authorized shares and 54,000,000 shares that remained available for issuance under (a) the Switchsoft Systems, Inc. Founders 1996 Stock Option Plan, (b) the Internap Network Services Corporation 2002 Stock Compensation Plan, (c) the Amended 1999 Equity Incentive Plan, (d) the 1999 Stock Incentive Plan for Non-Officers, (e) the Amended and Restated 1998 Stock Option/Stock Issuance Plan, and (f) the Switchsoft Systems, Inc. 1997 Stock Option Plan, including shares with respect to which options or other awards have been granted under these plans if such options or other awards have not been exercised as of the effective date of this Plan.  Any shares of stock issued pursuant to an Option, a Stock Appreciation Right or a Stock Grant which are later forfeited shall again become available for issuance under the Plan.

The foregoing summary is qualified in its entirety by reference to the copy of the Plan that is incorporated by reference as Exhibit 10.1 to this Report.
 
 
 
 
Item 9.01    Financial Statements and Exhibits
 
(c)     Exhibits
 
10.1
2005 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2005)
 
 
 
 
 
 
 
 
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.
 
     
 
INTERNAP NETWORK SERVICES CORPORATION
(Registrant)
 
 		  
 		  
 
By:   /s/ David H. King, II
 
Name: David H. King, II
  Title: General Counsel and Corporate Secretary 
 
 
Date: June 29, 2005
 

 


Exhibit Index


10.1
2005 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2005)


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