8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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):

March 26, 2008

Internap Network Services Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-27265	91-2145721
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

250 Williams Street, Atlanta, GA	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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02(c)   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 7, 2008, Internap Network Services Corporation (the “Company”) appointed George E. Kilguss, III as its Vice President and Chief Financial Officer.

Prior to joining the Company, Mr. Kilguss, 47, was Chief Financial Officer of Towerstream Corporation from 2004 to 2007.  Prior to his tenure at Towerstream, Mr. Kilguss held a number of positions with Stratos Global Corporation from 1997 to 2000,  most recently as the Executive Vice President and Chief Financial Officer, as well as serving as a Director.  Mr. Kilguss holds a Mater of Business Administration degree in finance and accounting from the University of Chicago’s Graduate School of Business and a Bachelor of Science degree in economics and finance from the University of Hartford.

No family relationships exist between Mr. Kilguss and any of the Company’s directors or other executive officers. There are no arrangements between Mr. Kilguss and any other person pursuant to which Mr. Kilguss was selected as an officer, nor are there any transactions to which the Company was or is a participant and in which Mr. Kilguss has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment as Chief Financial Officer, Mr. Kilguss entered into the Company’s Employment Security Plan, or the Plan.

The Plan, which is filed as Exhibit 99.2 to the Company’s current report on Form 8-K filed on November 19, 2007, is incorporated herein by reference.

The Joinder Agreement to the Plan signed by Mr. Kilguss is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Mr. Kilguss will receive a base salary of $275,000 and will be eligible to participate in the Company’s annual incentive bonus plan. Mr. Kilguss will also be eligible to receive awards granted pursuant to the Company’s 2005 Stock Incentive Plan including a new hire grant of 200,000 shares of restricted stock, which will vest over four years. In addition, Mr. Kilguss will receive reimbursement for relocation expenses of up to $75,000, which he must repay if he terminates his employment without good reason within twelve months.

Item 8.01.   Other Events.

On March 27, 2008, the Company issued a press release announcing the appointment of George E. Kilguss, III as its Chief Financial Officer. A copy of this press release is furnished as Exhibit 99.2 to this current report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
99.1	Joinder Agreement to the Employment Security Plan executed by George E. Kilguss, III.
99.2	Press release dated March 27, 2008, announcing George E. Kilguss, III as Vice President and Chief Financial Officer.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTERNAP NETWORK SERVICES CORPORATION
Date: March 28, 2008

By:	/s/ Richard P. Dobb
	Richard P. Dobb, Vice President and General Counsel

EXHIBIT INDEX 

99.1	Joinder Agreement to the Employment Security Plan executed by George E. Kilguss, III.
99.2	Press release dated March 27, 2008, announcing George E. Kilguss, III as Vice President and Chief Financial Officer.

EX-99.1

Exhibit 99.1

Joinder Agreement

The undersigned hereby agrees to be bound by the terms and conditions of the Employment Security Plan of Internap Network Services, Inc., dated as of November 14, 2007, as if he or she initially had executed such Plan as a party thereto, and, without by implication limiting the foregoing, agrees to each acknowledgment, covenant and other agreement contained therein. 

Notwithstanding the provisions of the Employment Security Plan, the Executive shall be entitled to receive relocation payments as set forth in Schedule 1 to this Joinder Agreement.

	/s/ George E. Kilguss, III
	Employee
	Date: March 25, 2008
Accepted:
INTERNAP NETWORK SERVICES, INC.
By: /s/ Eric Suddith
Its:  Vice President, Human Resources
Date:  March 26, 2008

EX-99.2

Exhibit 99.2

Internap Names George E. Kilguss III as CFO

Seasoned Financial Executive Brings Planning, Reporting, Systems, and Market Development Expertise to Enable Profitable Growth

ATLANTA--(BUSINESS WIRE)--Internap Network Services Corporation (NASDAQ:INAP), a global provider of end-to-end Internet business solutions, announced today the appointment of George E. Kilguss III as Internap’s Chief Financial Officer effective April 7, 2008.

“I am pleased to welcome George Kilguss as Internap’s CFO,” said James P. DeBlasio, Chief Executive Officer at Internap. “George’s skills and experience as a seasoned CFO with publicly traded, high-growth technology companies, combined with his hands-on knowledge of the financial markets, will help drive Internap's expansion into new areas. George has significant and relevant sector expertise, specifically in telecommunications and wireless that will be beneficial to our growth."

Mr. Kilguss has significant financial management, operations, and development experience in publicly traded and privately held technology companies as well as the investment banking sector. Most recently, he served as the Chief Financial Officer of Towerstream Corporation (NASDAQ:TWER), which delivers high speed wireless internet access to businesses in major metropolitan markets using WiMAX microwave access. While at Towerstream, Kilguss orchestrated the company’s initial public offering, was integral to the development and execution of the strategic plan, and raised the necessary capital to enable the company to enter eight new markets with an enhanced product line and a new distribution model.

Prior to his tenure at Towerstream, Mr. Kilguss was the Chief Financial Officer of Stratos Global Corporation in Toronto, Ontario providing remote communications products including mobile and fixed satellite and microwave services to over 20,000 customers worldwide (www.stratosglobal.com). There, he was instrumental in the development of the plan to pursue a consolidation strategy in the remote communications market and spearheaded the company’s acquisition initiatives. As a result of these efforts, the company completed seven transactions over four years that grew revenues from $3 million to $300 million and drove an increase in market capitalization from $39 million to over $700 million.

Mr. Kilguss also has had hands-on experience with capital markets and a wide variety of merger and acquisition activities across industries. As a partner at Riparian Partners and a Vice President at Fleet Financial Group’s Investment Bank, he was active in all aspects of investment banking including valuations, mergers and acquisitions, private placements, and debt structuring.

Commenting on his appointment, Mr. Kilguss said, “I appreciate the confidence placed in me by Jim DeBlasio and I am excited to be joining the Internap team. Working together, we will drive the operational efficiency, management systems and product innovation to expand our existing customer relationships and grow into new markets.”

Mr. Kilguss holds an MBA in finance and accounting from the University of Chicago’s Graduate School of Business in Chicago, Illinois and a BS in economics and finance from the University of Hartford in West Hartford, Connecticut.

About Internap

Internap is a leading Internet solutions company that provides The Ultimate Online Experience™ by managing, delivering and distributing applications and content with unsurpassed performance and reliability. With a global platform of data centers, managed Internet services, a content delivery network (CDN) and content monetization services, Internap frees its customers to innovate their business and create new revenue opportunities. More than 3,500 companies across the globe trust Internap to help them achieve their Internet business goals. For more information, visit www.internap.com.

Internap “Safe Harbor” Statement

Certain information included in this press release constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, including, among others, statements regarding the performance of our products, business strategy, projected levels of growth and projected costs, are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of Internap and members of our management team, as well as the assumptions on which such statements are based. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that actual results may differ materially from those contemplated by forward-looking statements. Other important factors that may affect Internap's business, products, results of operations and financial condition include, but are not limited to: our ability to sustain profitability; our ability to respond successfully to technological change; the availability of services from Internet network service providers or network service providers providing network access loops and local loops on favorable terms, or at all; failure of third party suppliers to deliver their products and services on favorable terms, or at all; failures in our network operations centers, network access points or computer systems; and our ability to protect our intellectual property.

Our Annual Report on Form 10-K/A, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and other Securities and Exchange Commission filings discuss the foregoing risks, as well as other important risk factors that could contribute to such differences or otherwise affect our business, results of operations and financial condition. We undertake no obligation to revise or update any forward-looking statement for any reason.

Contact:

Internap press contact:

Katie Eakins/Patrick Wallace

619-677-2700

internap@lewispr.com

or

Internap investor contact:

Andrew McBath

404-865-7198

amcbath@internap.com