t62028_nt10k.htm


 
SEC FILE NUMBER
 
CUSIP NUMBER
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 12b-25
 
 
NOTIFICATION OF LATE FILING
 
           
(Check One):
þ   Form 10-K
o   Form 20-F
o   Form 11-K
o   Form 10-Q
 
o   Form 10-D
  o   Form N-SAR
o   Form N-CSR
     

 
For Period Ended: December 31, 2007    
o   Transition Report on Form 10-K
o   Transition Report on Form 20-F
o   Transition Report on Form 11-K
o   Transition Report on Form 10-Q
o   Transition Report on Form N-SAR
For the Transition Period Ended: __________________________________________


Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable                                                                      
 

 
PART I — REGISTRANT INFORMATION
 
Internap Network Services Corporation

Full Name of Registrant
 
 
Not Applicable

Former Name if Applicable
 

 
250 Williams Street, Suite E-100

Address of Principal Executive Office (Street and Number)
 
 
Atlanta, Georgia 30303

City, State and Zip Code
 
PART II — RULES 12b-25(b) AND (c)
 
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
 
 
(a)
 
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
þ 
(b)
 
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c)
 
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
 
PART III — NARRATIVE
 
 
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
 
(Attach extra Sheets if Needed)
 
 
The preparation of the financial statements of Internap Network Services Corporation (“Internap” or the “Company”) has been delayed principally due to requests for customer credits subsequent to year end.  The Company is analyzing the adequacy of its sales return allowance for the period ended December 31, 2007 in light of such requests. The analysis has affected the timetable for completion of Internap’s financial statements and the related audit. This delay prevented Internap’s management from completing the financial and other disclosures necessary to enable the Company to file its Annual Report on Form 10-K for the year ended December 31, 2007 (the “10-K”) by the March 17, 2008 due date. As a result of its ongoing analysis described above, Internap’s management has preliminarily concluded that Internap will increase its 2007 sales return allowance by between $1 and $2 million. Management’s analysis of this matter, including its assessment of any potential control implications, and its impact on specific reporting periods, including the individual quarters of 2007, is still ongoing and subject to change.
 

 
Certain information included in this Notification of Late Filing on Form 12b-25 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 our completion of our financial statements, the filing of our Annual Report on Form 10-K and our estimates of the amount of the sales credits at issue, 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, and are identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects," "projects," "forecasts," "plans," "intends," "should," or similar expressions. 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, 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 filings with the Securities and Exchange Commission 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. The forward-looking statements in this Notification of Late Filing on Form 12b-25 speak only as of the date they are made. We undertake no obligation to revise or update any forward-looking statement for any reason.
 

 
PART IV — OTHER INFORMATION
 
 
(1) Name and telephone number of person to contact in regard to this notification
 
         
Richard P. Dobb, Vice President and
 
(404)
 
302-9700
General Counsel        

(Name)
 
(Area Code)
 
(Telephone Number)
 
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
 
þ   Yes o   No
 

 
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
 
 
þ   Yes o   No
 
 
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
On February 28, 2008, Internap announced earnings for the quarter and full year ended December 31, 2007.  These earnings differ significantly from Internap’s earnings for the quarter and full year ended December 31, 2006 because of the acquisition of VitalStream Holdings, Inc. on February 20, 2007.  We do not, however, expect that the earnings statements to be included in the Annual Report on Form 10-K for the year ended December 31, 2007 will be significantly different from the earnings we reported in our Current Report on Form 8-K furnished to the SEC on February 28, 2008, other than as set forth in this filing.
 

 
INTERNAP NETWORK SERVICES CORPORATION

(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
       
Date
March 18, 2007
By
/s/ Richard P. Dobb
 

 
 

Richard P. Dobb
Vice President and General Counsel
 
 


 
 
Instruction. The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
 
ATTENTION
 
 
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
 
 

 
 
 
GENERAL INSTRUCTIONS
 
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
 
 
2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
 
 
3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
 
 
4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
 
 
5. Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§ 232.201 or § 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§ 232.13(b) of this chapter).