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
July 31, 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 July 31, 2000, Virginia 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 VPNX.com, Inc., a Delaware corporation (the "Company"),
pursuant to an Agreement and Plan of Merger and Reorganization (the
"Reorganization Agreement"), dated July 6, 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 ($.001
par value) of the Company was converted into the right to receive 0.11030 of
a share of common stock of Parent ("Parent Common Stock").
In the Merger, up to 2,306,082 shares of Parent Common Stock will be issued
to the former stockholders and holders of rights exercisable for shares of
stock of the Company. All Company outstanding rights to acquire Company
common stock assumed by Parent in the Merger are exercisable for up to
278,973 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 $34.11 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 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 acquisition of the Company and its virtual private networking technology
enhances Parent's ability to provide its customers with secure passage of
critical information over the Internet.
The Reorganization 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 July 6, 2000, by and among Registrant,
Virginia Acquisition Corp., a Delaware corporation,
and VPNX.com, Inc., a Delaware corporation.
2
4.1 Form of Registration Rights Agreement by and among
Registrant and the stockholders of VPNX.com, Inc., a
Delaware corporation.
99.1 Press Release entitled "InterNAP to Add VPN
Technology Expertise to Its Ranks through the Planned
Acquisition of VPNX.com," issued July 6, 2000.
99.2 Press Release entitled "InterNAP Completes
Acquisition of VPNX.com," issued July 31, 2000.
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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: August 14, 2000 BY: /s/ Anthony C. Naughtin
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Anthony C. Naughtin
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
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2.1 Agreement and Plan of Merger and Reorganization,
dated as of July 6, 2000, by and among Registrant,
Virginia Acquisition Corp., a Delaware corporation,
and VPNX.com, Inc., a Delaware corporation.
4.1 Form of Registration Rights Agreement by and among
Registrant and the stockholders of VPNX.com, Inc., a
Delaware corporation.
99.1 Press Release entitled "InterNAP to Add VPN
Technology Expertise to Its Ranks through the Planned
Acquisition of VPNX.com," issued July 6, 2000.
99.2 Press Release entitled "InterNAP Completes
Acquisition of VPNX.com," issued July 31, 2000.
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