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) |