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
June 20, 2000
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Date of Report
(Date of earliest event
reported)
INTERNAP NETWORK SERVICES CORPORATION
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(Exact name of registrant as specified in its charter)
Washington 000-27265 91-1896926
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(State or other (Commission File (IRS Employer
jurisdiction of No.) Identification No.)
incorporation)
601 Union St., Suite 1000
Seattle, Washington 98101
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(Address of principal executive offices, including zip code)
(206) 441-8800
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(Registrant's telephone number, including area code)
Page 1 of 5
Exhibit Index on Page 5
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective June 20, 2000, Cowboy Acquisition Corp., a Delaware corporation
("Merger Sub") and a wholly owned subsidiary of InterNAP Network Services
Corporation, a Washington corporation ("Parent"), was merged (the "Merger")
with and into CO Space, Inc., a Delaware corporation (the "Company"),
pursuant to an Agreement and Plan of Merger and Reorganization (the
"Reorganization Agreement"), dated May 26, 2000, among Parent, Merger Sub and
the Company. The description contained in this Item 2 of the transactions
consummated pursuant to the terms and conditions of the Reorganization
Agreement is qualified in its entirety by reference to the full text of the
Reorganization Agreement, a copy of which is attached to this Report as
Exhibit 2.1.
Pursuant to the Merger, each then-outstanding share of common stock ($.01 par
value) of the Company (including all shares of common stock of the Company
issued upon conversion of the Company's preferred stock and upon exercise of
company warrants immediately prior to the effective time of the Merger) was
converted into the right to receive 0.24488 (the "Applicable Fraction") of a
share of common stock of Parent ("Parent Common Stock").
Approximately 6,881,017 shares of Parent Common Stock and an aggregate
$200,000 in cash will be issued to the former stockholders of the Company in
the Merger. In addition, Parent assumed all Company outstanding options to
acquire Company common stock which are exercisable for 322,837 shares of
Parent common stock. No fractional shares of Parent common stock will be
issued in connection with the Merger. In lieu thereof, any holder of Company
common stock who would otherwise have been entitled to receive fractional
shares of the Parent common stock will be paid an amount based on the value
of such fractional shares multiplied by $34.54375 (rounded to the nearest
whole cent) without interest. At the Effective Time (as defined in the
Reorganization Agreement), Merger Sub ceased to exist and the Company, as the
surviving corporation in the Merger, became a wholly-owned subsidiary of the
Parent. The Merger was intended to qualify as a tax-free reorganization under
the Internal Revenue Code of 1986, as amended, and was to be accounted for
on a purchase basis. The Company, a leading co-location service provider,
provides technology, intellectual property, personnel and a customer base,
which gives Parent the ability to accelerate the delivery of its high
performance IP connectivity service to those customers with co-location
requirements.
The Merger Agreement and the press releases issued in connection with the
signing and closing of this acquisition are filed as Exhibits 2.1, 99.1 and
99.2, respectively, to this report and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
It is impracticable for Parent to file herewith the required financial
statements in this Current Report on Form 8-K. Accordingly, such financial
statements will be filed by amendment as soon as practicable, but not later
than 60 days after the date on which this Form 8-K must be filed in
accordance with paragraph (4) of Item 7(a) of Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION
It is impracticable for Parent to file herewith the required pro forma
financial information in this Current Report on Form 8-K. Accordingly, such
pro forma financial information will be filed by amendment as soon as
practicable, but not later than 60 days after the date on which this Form 8-K
must be filed in accordance with paragraph (4) of Item 7(b) of Form 8-K.
(c) EXHIBITS
The following exhibits are filed as part of this report:
Exhibit
Number Description
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2.1 Agreement and Plan of Merger and Reorganization, dated as of
May 26, 2000, by and among Registrant, Cowboy Acquisition
Corp., a Delaware corporation, and CO Space, Inc., a
Delaware corporation (without disclosure schedules).
2.2 Amendment No. 1 to Agreement and Plan of Merger and
Reorganization, dated as of June 12, 2000, by and among
Registrant,
Cowboy Acquisition Corp., a Delaware corporation, and CO
Space, Inc., a Delaware corporation (without exhibits).
4.1 Form of Registration Rights Agreement by and among
Registrant, stockholders of CO Space, Inc., a Delaware
corporation, and CO Space Stockholders' Agent LLC, a
Delaware limited liability company.
99.1 Press Release entitled "InterNAP Announces Agreement to
Purchase CO Space," issued May 30, 2000.
99.2 Press Release entitled "InterNAP Completes Acquisition of CO
Space," issued June 20, 2000.
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
Dated: June 29, 2000 By: /s/ Anthony C. Naughtin
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Anthony C. Naughtin
President and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit
Number Description
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2.1 Agreement and Plan of Merger and Reorganization, dated as of
May 26, 2000, by and among Registrant, Cowboy Acquisition
Corp., a Delaware corporation, and CO Space, Inc., a Delaware
corporation (without disclosure schedules).
2.2 Amendment No. 1 to Agreement and Plan of Merger and
Reorganization, dated as of June 12, 2000, by and among
Registrant, Cowboy Acquisition Corp., a Delaware corporation,
and CO Space, Inc., a Delaware corporation (without exhibits).
4.1 Form of Registration Rights Agreement by and among
Registrant, stockholders of CO Space Inc., a Delaware
corporation, and CO Space Stockholders' Agent LLC, a
Delaware limited liability company.
99.1 Press Release entitled "InterNAP Announces Agreement to
Purchase CO Space," issued May 30, 2000.
99.2 Press Release entitled "InterNAP Completes Acquisition of CO
Space," issued June 20, 2000.