Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-8 Form S-8 Re: Network Solutions, Inc. 401(K) 9 39K
2: EX-5 Opinion of Jonathan W. Emery 1 8K
3: EX-23.1 Consent of Pricewaterhousecoopers LLP 1 5K
4: EX-99.I Network Solutions, Inc. 401(K) Retirement Plan 83 333K
As filed with the Securities and Exchange Commission on October 28, 1999
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NETWORK SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 52-1146119
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
505 Huntmar Park Drive
Herndon, VA 20170
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(Address of Principal Executive Offices) (Zip Code)
NETWORK SOLUTIONS, INC. 401(k) RETIREMENT PLAN
(Full title of the plan)
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Copy to:
JAMES P. RUTT JONATHAN W. EMERY
Network Solutions, Inc. Network Solutions, Inc.
505 Huntmar Park Drive 505 Huntmar Park Drive
Herndon, VA 20170 Herndon, VA 20170
(703) 742-0400 (703) 742-0400
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(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed Amount of
Securities Registered (1) Maximum Offering Maximum Registration
to be Registered Price per Share (2) Aggregate Offering Price (2) Fee (3)
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Common Stock 500,000 shares $91.44 $45,720,000 $12,710.16
par value $.001 per share
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(1) To be offered pursuant to the Network Solutions, Inc. 401(k) Retirement
Plan (the "Plan"). In addition, pursuant to Rule 416(c ) under the
Securities Act of 1933, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Plan.
(2) Computed pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee on the basis of the average of the high and low prices of
the Common Stock as reported on the Nasdaq National Market on October 22,
1999.
(3) The registration fee has been calculated pursuant to Rule 457(h) under the
Securities Act of 1933, as amended (the "1933 Act").
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The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the 1933 Act.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
are not being filed with or included in this Form S-8 (by incorporation by
reference or otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the "SEC"). These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are the
following documents heretofore filed by Network Solutions, Inc. (the "Company")
with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"):
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act;
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above; and
(c) The description of the Company's Common Stock, par value $0.001
per share (the "Common Stock"), contained in a registration
statement filed under the Exchange Act, and any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that de-registers all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the Common Stock will be passed upon for the Company by
Jonathan W. Emery, its General Counsel.
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law (the "Delaware Law") permits a
Delaware corporation to include a provision in its Certificate of Incorporation,
and the Company's Restated Certificate of
Incorporation so provides, eliminating or limiting the personal liability of a
director to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision may not eliminate
or limit the liability of a director (i) for any such breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, or (iii) under Section 174 of the Delaware law which
makes directors personally liable for unlawful dividends or unlawful stock
repurchases or redemptions. Under Delaware law, directors and officers may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation (a
"derivative action")) if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. In derivative actions,
indemnification extends only to expenses (including attorneys' fees) incurred
in connection with defense or settlement of such an action and, in the event
such person shall have been adjudged to be liable to the corporation, only to
the extent that a proper court shall have determined that such person is fairly
and reasonably entitled to indemnity for such expenses.
In addition to the Company's Restated Certificate of Incorporation, the
Company's Bylaws provide that directors and officers shall be, and at the
discretion of the Board of Directors, non-officer employees may be, indemnified
by the Company to the fullest extent authorized by Delaware law, as it now
exists or may in the future be amended, against all expenses and liabilities
reasonably incurred in connection with service for or on behalf of the Company
and further permits the advancing of expenses incurred in defending claims. The
Bylaws also provide that the right of directors and officers to indemnification
shall be a contract right and shall not be exclusive of any other right now
possessed or hereafter acquired under any Bylaw, agreement, vote of stockholders
or otherwise. The Company has contracted separately with its directors and
officers to indemnify such individuals to the extent permitted under law and in
accordance with the Company's Restated Certificate of Incorporation and Bylaws.
The Company maintains directors' and officers' reimbursement and
liability insurance pursuant to standard form policies. The risks covered by
such policies include certain liabilities under the securities law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on page 9. Additionally, the Registrant
hereby undertakes to (i) submit the Network Solutions, Inc. 401(k) Retirement
Plan (the "Plan") and any amendment thereto to the Internal Revenue Service (the
"IRS") in a timely manner and (ii) make all changes required by the IRS in order
to qualify the Plan under Section 401(a) of the Internal Revenue Code of 1986,
as amended.
Item 9. Undertakings
(a) Rule 415 Offering. The Company hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) include any Prospectus required by Section 10(a)(3) of the
Securities Act, unless the information is contained in periodic reports
filed by the Company pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement;
(ii) reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement, unless the information is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement; or
(iii) include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any
of the securities being registered which remain unsold at the termination of
the offering.
(b) Subsequent Exchange Act Documents. The Company hereby undertakes
that, for purposes of determining any liability under the Securities Act, each
filing of the Company's annual report pursuant to section 13(a) or section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Indemnification. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Herndon, Commonwealth of Virginia, on
October 27, 1999.
NETWORK SOLUTIONS, INC.
By /s/ J. P. RUTT
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James P. Rutt
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James P. Rutt and Jonathan W. Emery, and each of
them, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments, including post-effective
amendments, to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents, or their substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
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Name Title Date
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/s/ J. P. RUTT
-------------------------- Chief Executive Officer and Director October 27, 1999
James P. Rutt
/s/ MICHAEL A. DANIELS
-------------------------- Chairman of the Board October 27, 1999
Michael A. Daniels
/s/ ROBERT J. KORZENIEWSKI
-------------------------- Chief Financial Officer (Principal Financial
Robert J. Korzeniewski Officer) October 27, 1999
/s/ MICHAEL VOSLOW
-------------------------- Vice President, Finance and Treasurer (Principal
Michael G. Voslow Accounting Officer) October 27, 1999
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/s/ ALAN BARATZ
------------------------- Director October 27, 1999
Alan Baratz
/s/ J. R. BEYSTER
------------------------- Director October 27, 1999
J. Robert Beyster
/s/ CRAIG FIELDS
------------------------- Director October 27, 1999
Craig I. Fields
/s/ JOHN E. GLANCY
------------------------- Director October 27, 1999
John E. Glancy
/s/ J. D. HEIPT
------------------------- Director October 27, 1999
J. Dennis Heipt
/s/ W. A. ROPER
------------------------- Director October 27, 1999
William A. Roper, Jr.
/s/ STRATTON D. SCLAVOS
------------------------- Director October 27, 1999
Stratton D. Sclavos
/s/ DONALD N. TELAGE
------------------------- Director October 27, 1999
Donald N. Telage
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the named fiduciary of the Network Solutions, Inc. 401(k) Retirement Plan has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Herndon, Commonwealth of
Virginia, on the 27th day of October, 1999.
NETWORK SOLUTIONS, INC. 401(k)
RETIREMENT PLAN
By: /s/ JAMES M. ULAM
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James M. Ulam
Authorized Committee Member
(Named Fiduciary)
INDEX TO EXHIBITS
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Exhibit No. Description of Exhibit
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4.1 Second Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3(i) to the Company's Form
S-1 Registration Statement, File No. 333-30705)
4.2 Second Amended and Restated Bylaws of Network Solutions, Inc.
(incorporated by reference to Exhibit 3(ii) to the Company's
Quarterly Report on Form 10-Q for quarterly period ended March
31, 1998)
5 Opinion of Jonathan W. Emery, Network Solutions, Inc.'s General
Counsel (filed herewith)
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith)
23.2 Consent of Jonathan W. Emery, Network Solutions, Inc.'s General
Counsel, is stated within said counsel's opinion at Exhibit No. 5
24 Powers of Attorney (filed herewith - see pages 5-6 of the
Registration Statement)
99(i) Network Solutions, Inc. 401(k) Retirement Plan (filed herewith)
Dates Referenced Herein and Documents Incorporated by Reference
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