UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: | |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to Rule 14a-12 |
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
x | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
1. | Title of each class of securities to which transaction applies: | |
2. | Aggregate number of securities to which transaction applies: | |
3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
4. | Proposed maximum aggregate value of transaction: | |
5. | Total fee paid: | |
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
1. | Amount Previously Paid: | |
2. | Form, Schedule or Registration Statement No.: | |
3. | Filing Party: | |
4. | Date Filed: | |
April 29, 2004
Dear Internap Stockholder:
President and Chief Executive Officer
INTERNAP NETWORK SERVICES CORPORATION
NOTICE OF THE 2004 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 27, 2004
1. | to elect one director for a term expiring at the 2006 annual meeting and three directors for a term expiring at the 2007 annual meeting; |
2. | to consider and act upon a proposal to approve the adoption of our 2004 Employee Stock Purchase Plan; |
3. | to ratify the appointment of PricewaterhouseCoopers LLP as independent auditors for our fiscal year ending December 31, 2004; and |
4. | to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof. |
Vice President — Chief Administrative
Officer, General Counsel and Secretary
Atlanta, Georgia
April 29, 2004
Your vote is important. Whether or not you expect to attend the annual meeting, please read the attached proxy statement and then promptly complete, date, sign and return the enclosed proxy card in order to ensure your representation at the annual meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience. Even if you have given your proxy, you may still vote in person if you attend the annual meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the annual meeting, you must obtain from such broker, bank or other nominee a proxy card issued in your name. Contact your broker, bank or other nominee for instructions.
INTERNAP NETWORK SERVICES CORPORATION
250 Williams Street
Atlanta, Georgia 30303
PROXY STATEMENT
FOR THE 2004 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 27, 2004
INFORMATION ABOUT THE ANNUAL MEETING
Attention: Corporate Secretary
250 Williams Street
Atlanta, Georgia 30303
You may also obtain our 2003 Annual Report on Form 10-K over the Internet at the Securities and Exchange Commission’s, or SEC’s, website, www.sec.gov, or at our website, www.internap.com.
GENERAL INFORMATION ABOUT VOTING
Who Can Vote
Matters Submitted to Stockholders for a Vote
You are being asked to vote on the following proposals:
1. | to elect one director for a term expiring at the 2006 annual meeting and three directors for a term expiring at the 2007 annual meeting; |
2. | to approve the adoption of our 2004 Employee Stock Purchase Plan; |
3. | to ratify the appointment of PricewaterhouseCoopers LLP as independent accountants for our fiscal year ending December 31, 2004; and |
4. | to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof. |
No cumulative rights are authorized, and dissenters’ rights are not applicable to any of the matters being voted upon.
Quorum
Vote Required
Failure to Vote
• | vote your shares on routine matters; or |
• | leave your shares unvoted. |
2
How to Vote
• | For shares registered in your name — As a stockholder of record, you may go to http://www.voteproxy.com to grant a proxy to vote your shares by means of the Internet. You will be required to provide our number and control number contained on your proxy card. You will then be asked to complete an electronic proxy card. The votes represented by such proxy will be generated on the computer screen, and you will be prompted to submit or revise them as desired. |
• | For shares registered in the name of a broker or bank — Most beneficial owners whose stock is held in street name receive instructions for granting proxies from their banks, brokers or other agents, rather than a proxy card. A number of brokers and banks are participating in a program provided through ADP Investor Communication Services, or ADP, that offers the means to grant proxies to vote shares by means of the telephone and Internet. If your shares are held in an account with a broker or bank participating in the ADP, you may grant a proxy to vote those shares telephonically by calling the telephone number shown on the instruction form received from your broker or bank, or via the Internet at ADP’s website at http://www.bsg.adp.com. |
• | General information for all shares voted via the Internet — We must receive votes submitted via the Internet by 11:59 p.m., Eastern time, on May 26, 2004. Submitting your proxy via the Internet will not affect your right to vote in person should you decide to attend the annual meeting. |
Revocability of Proxies
(1) | giving written notice to Walter G. DeSocio, Vice President-Chief Administrative Officer, General Counsel and Secretary, at 250 Williams Street, Atlanta, Georgia 30303; |
(2) | executing and delivering to Mr. DeSocio a proxy card bearing a later date; or |
(3) | voting in person at the annual meeting. |
Please note, however, that under the rules of the Exchanges, any beneficial owner of our common stock or our series A preferred stock whose shares are held in a street name by a member brokerage firm may revoke his or her proxy and vote his or her shares in person at the annual meeting only in accordance with applicable rules and procedures of the Exchanges, as employed by the beneficial owner’s brokerage firm.
Cost of this Solicitation
3
Other Matters that May Come Before the Annual Meeting
4
PROPOSAL 1 — ELECTION OF DIRECTORS
Nominee for a Term Expiring in 2006 (Class I)
Nominees for a Term Expiring in 2007 (Class II)
5
of aQuantive, Inc., formerly Avenue A. Mr. Harman holds a Bachelor of Science degree and a Master of Science degree in electrical engineering from Stanford University and a Master of Business Administration degree from Harvard University.
Incumbent Directors Whose Terms Will Expire in 2005 (Class III)
Incumbent Directors Whose Terms Will Expire in 2006 (Class I)
6
worked at Hewlett Packard Company from 1979 to 1988. Mr. Shurtleff holds a Bachelor of Arts degree in computer science from the University of California at Berkeley.
Family Relationships
Agreements to Elect Directors
7
CORPORATE GOVERNANCE
Key Corporate Governance Initiatives
• | revised the Internap Code of Conduct to include an addendum applicable to our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions; |
• | revised the Audit Committee Charter, which is attached to this proxy statement as Appendix B; |
• | revised the Nominations Committee Charter; |
• | adopted a charter for the Compensation Committee; and |
• | adopted an Accounting/Auditing Complaint Policy. |
Board of Directors’ Committees and Meetings
• | directly appointing our independent auditors; |
• | discussing with our independent auditors their independence from management; |
• | reviewing with our independent auditors the scope and results of their audit; |
• | approving all audit services and pre-approving all permissible non-audit services to be performed by the independent auditors; |
• | overseeing the financial reporting process and discussing with management and our independent auditors the interim and annual financial statements that we file with the SEC; and |
• | reviewing and monitoring our accounting principles, policies and financial and accounting controls. |
8
qualified individuals to serve as directors and selecting director nominees and recommending them to the board for election at annual meetings of stockholders. Each member of the Nominations Committee is independent as defined in applicable SEC and AMEX rules. The Nominations Committee Charter is available on our website at www.internap.com.
Selection of Director Nominees
Compensation of Directors
Stockholder Communications with the Board of Directors
9
10
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
• | our directors and director nominees, |
• | our Chief Executive Officer and each of our four other most highly compensated executive officers (collectively, the “Named Executive Officers”), |
• | our directors, director nominees and executive officers as a group, and |
• | each stockholder that holds more than a 5% interest in our outstanding common stock. |
Common Stock Beneficially Owned | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Number of Shares | Percent of Class | ||||||||||
Morgan Stanley Venture Capital III, Inc. (1) | 17,095,551 | 6.2 | % | ||||||||
Morgan Stanley Venture Investors III L.P. (1) | 1,415,213 | .5 | % | ||||||||
The Morgan Stanley Venture Partners Entrepreneur Fund, L.P. (1) | 644,862 | .2 | % | ||||||||
Morgan Stanley Venture Partners III, L.P. (1) | 14,739,713 | 5.3 | % | ||||||||
Oak Investment Partners VIII, L.P. (2) | 28,068,687 | 10.2 | % | ||||||||
Oak VIII Affiliates Fund, L.P. (2) | 28,068,687 | 10.2 | % | ||||||||
David L. Abrahamson (3) | 822,833 | * | |||||||||
Charles B. Coe (4) | 300,000 | * | |||||||||
James P. DeBlasio (5) | 250,000 | * | |||||||||
Walter G. DeSocio (6) | 494,791 | * | |||||||||
Eugene Eidenberg (7) | 2,113,765 | * | |||||||||
William J. Harding (8) | 380,510 | * | |||||||||
Fredric W. Harman (2) | 28,068,687 | 10.2 | % | ||||||||
Robert R. Jenks (9) | 1,100,000 | * | |||||||||
Ali Marashi (10) | 1,058,225 | * | |||||||||
Kevin L. Ober (11) | 190,000 | * | |||||||||
Gregory A. Peters (12) | 3,654,167 | 1.1 | % | ||||||||
Robert D. Shurtleff, Jr. (13) | 992,938 | * | |||||||||
All directors and executive officers as a group (12 persons) | 39,115,926 | 14.0 | % |
* | Less than 1% of our outstanding common stock. |
11
(1) | Consists of (a) 9,740,522 shares of common stock issuable upon the exercise of 289,172 shares of our series A preferred stock, 3,438,800 shares of common stock, and 1,560,391 shares of common stock issuable upon the exercise of warrants held by Morgan Stanley Venture Partners III, L.P., (b) 935,223 shares of common stock issuable upon the exercise of 27,764 shares of our series A preferred stock, 330,172 shares of common stock, and 149,818 shares of common stock issuable upon the exercise of warrants held by Morgan Stanley Venture Investors III, L.P., (c) 426,147 shares of common stock issuable upon the exercise of 12,651 shares of our series A preferred stock, 150,449 shares of common stock, and 68,266 shares of common stock issuable upon the exercise of warrants held by The Morgan Stanley Venture Partners Entrepreneur Fund, L.P. (the funds referred to in (a), (b) and (c) above are referred to herein collectively as the “Funds”) and (d) 295,763 shares of common stock held by Morgan Stanley Venture Capital III, Inc. Dr. William J. Harding, one of our directors, is an individual managing member of Morgan Stanley Venture Partners III, L.L.C., which is the general partner of each of the Funds (the “General Partner”). The General Partner of each of the Funds is controlled by Morgan Stanley Venture Capital III, Inc. (“MSVC III, Inc.”), the institutional managing member of the General Partner and a wholly owned subsidiary of Morgan Stanley. Voting and dispositive power with respect to the shares of our common stock offered by the Funds in this prospectus is exercised by MSVC III, Inc. The directors of MSVC III, Inc. are Ghassan Bejjani, Guy L. de Chazal, Scott S. Halsted, Dr. Harding, Howard I. Hoffen, M. Fazle Husain and Robert L. Loarie. The Funds have advised us that they are affiliates of one or more broker-dealers and that each of the Funds acquired the securities reflected in this table in the ordinary course of business and, at the time of acquisition, such Fund had no agreements or understandings, directly or indirectly, to distribute such securities. Dr. Harding disclaims beneficial ownership of any of the securities owned by the Funds except to the extent of his proportionate pecuniary interest therein and disclaims beneficial ownership of any of the securities owned by MSVC III, Inc. The address for the Funds is c/o Morgan Stanley Venture Partners, 1585 Broadway, 38th Floor, New York, New York 10036. The above information is based on information provided by such stockholders and a Schedule 13G filed by the stockholders on February 17, 2004. |
(2) | Consists of (a) 6,278,024 shares of common stock held by Oak Investment Partners VIII, L.P., (b) 160,328 shares of common stock held by Oak VIII Affiliates Fund L.P., (c) 18,210,804 shares of common stock issuable upon the exercise of 540,633 shares of our series A preferred stock, and 2,917,296 shares of common stock issuable upon the exercise of warrants held by Oak Investment Partners X, L.P., (d) 292,350 shares of common stock issuable upon the exercise of 8,679 shares of our series A preferred stock, and 46,833 shares of common stock issuable upon the exercise of warrants held by Oak X Affiliates Fund, L.P., (e) 94,853 shares of common stock held by Frederic W. Harman, one of our directors; (f) an aggregate of 8,199 shares of common stock held in trust for the benefit of Mr. Harman’s three minor children, and (g) 60,000 shares of common stock issuable upon the exercise of options held by Mr. Harman. Mr. Harman is one of the managing members of the general partner of Oak Investment Partners VIII, L.P., Oak VIII Affiliates Fund, L.P., Oak Investment Partners X, L.P. and Oak X Affiliates Fund, L.P. Oak Associates VIII, L.L.C. is the general partner of Oak Investment Partners VIII, L.P. The names of the parties who share power to vote and share power to dispose of the shares of our common stock offered by Oak Investment Partners VIII, L.P. in this prospectus are Mr. Harman, Bandel L. Carano, Ann H. Lamont, Edward F. Glassmeyer, and Gerald R. Gallagher, all of which are managing members of Oak Associates VIII, L.L.C. Oak VIII Affiliates, L.L.C. is the General Partner of Oak VIII Affiliates Fund, L.P. The names of the parties who share voting and dispositive power with respect to the shares of our common stock offered by Oak VIII Affiliates Fund, L.P. in this prospectus are Mr. Harman, Bandel L. Carano, Ann H. Lamont, Edward F. Glassmeyer, and Gerald R. Gallagher, all of which are managing members of Oak VIII Affiliates, L.L.C. Each of Mr. Harman, Bandel L. Carano, Ann H. Lamont, Edward F. Glassmeyer, and Gerald R. Gallagher disclaims beneficial ownership of the securities held by such partnerships to the extent such person does not have a pecuniary interest therein. Oak Investment Partners VIII, L.P. and Oak VIII Affiliates Fund L.P. disclaim beneficial ownership of the shares held by Mr. Harman. Mr. Harman disclaims beneficial ownership of any of the securities owned by any of the above entities to the extent he does not have a pecuniary interest therein. Oak Associates X, L.L.C. is the general partner of Oak Investment Partners X, L.P. The names of the parties who share power to vote and power to dispose of the shares our common stock beneficially owned by Oak X Affiliates, L.P. are Mr. Harman, Bandel L. Carano, Ann H. Lamont, Edward F. Glassmeyer, Gerald R. Gallagher and David B. Walrod, all of which are managing members of Oak Associates X, L.L.C. Each of such persons disclaims beneficial ownership of the |
12
securities held by Oak Investment Partners X, L.P. to the extent such person does not have a pecuniary interest therein. Oak X Affiliates, L.L.C. is the general partner of Oak X Affiliates Fund, L.P. The names of the parties who share power to vote and power to dispose of the shares our common stock beneficially owned by Oak X Affiliates Fund, L.P. are Mr. Harman, Bandel L. Carano, Ann H. Lamont, Edward F. Glassmeyer, Gerald R. Gallagher and David B. Walrod, all of which are managing members of Oak X Affiliates, L.L.C. Each of such persons disclaims beneficial ownership of the securities held by Oak X Affiliates, L.P. to the extent such person does not have a pecuniary interest therein. Oak Associates X, L.L.C., Oak Investment Partners X, L.P. and Oak X Affiliates, L.P. disclaim beneficial ownership of the shares held by Mr. Harman. The address for these entities is c/o Oak Investment Partners VIII, L.P., 525 University Avenue, Suite 300, Palo Alto, California 94301. The above information is based on information provided by such stockholders and a Schedule 13G filed by the stockholders on March 8, 2004. |
(3) | Consists of 27,000 shares of common stock and options to purchase 795,833 shares of common stock that are vested and exercisable or that will vest within 60 days. |
(4) | Consists of 50,000 shares of common stock and options to purchase 250,000 shares of common stock that are vested and exercisable or that will vest within 60 days. |
(5) | Consists of options to purchase 250,000 shares of common stock that are vested and exercisable. |
(6) | Consists of options to purchase 494,791 shares of common stock that are vested and exercisable or that will vest within 60 days. |
(7) | Consists of 413,765 shares of common stock and options to purchase 1,700,000 shares of common stock that are vested and exercisable. Includes 233,254 shares of common stock held by Eugene Eidenberg, as trustee of the Eugene Eidenberg Trust dated 12/19/85, 135,554 shares of common stock held by Eugene Eidenberg, as trustee of the Eugene Eidenberg Trust dated 9/97, and 26,197 shares of common stock held by Eugene Eidenberg, as trustee of the Anna M. Chavez Educational Trust. |
(8) | Consists of 240,510 shares of common stock and options to purchase 140,000 shares of common stock that are vested and exercisable. |
(9) | Consists of options to purchase 1,100,000 shares of common stock that are vested and exercisable or that will vest within 60 days. |
(10) | Consists of options to purchase 1,058,225 shares of common stock that are vested and exercisable or that will vest within 60 days. |
(11) | Consists of 50,000 shares of common stock and options to purchase 140,000 shares of common stock that are vested and exercisable. |
(12) | Consists of options to purchase 3,654,167 shares of common stock that are vested and exercisable or that will vest within 60 days. |
(13) | Consists of 852,938 shares of common stock and options to purchase 140,000 shares of common stock that are vested and exercisable. Includes 83,250 shares of common stock held by the Shurtleff Garretson Education Trust. The names of the parties who share power to vote and power to dispose of the shares of our common stock beneficially owned by the Shurtleff Garretson Education Trust are Robert D. Shurtleff, Jr. and Cynthia G. Shurtleff, the trustees of the Shurtleff Garretson Education Trust. |
13
EXECUTIVE COMPENSATION
Compensation of Named Executive Officers
Summary Compensation Table
Annual Compensation | Long-Term Compensation | ||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Year | Salary ($) | Bonus ($) | Other Annual Compensation | Securities Underlying Options (#) | ||||||||||||||||||
Gregory A. Peters (1) | 2003 | $ | 350,000 | $ | 157,500 | $ | 245,222 | (2) | 7,238,796 | ||||||||||||||
President and Chief | 2002 | 250,795 | — | 30,353 | (2) | 2,400,000 | |||||||||||||||||
Executive Officer | 2001 | — | — | — | — | ||||||||||||||||||
Robert R. Jenks (3) | 2003 | 234,936 | — | 56,042 | (4) | 2,200,000 | |||||||||||||||||
Vice President and | 2002 | — | — | — | — | ||||||||||||||||||
Chief Financial Officer | 2001 | — | — | — | — | ||||||||||||||||||
David L. Abrahamson (5) | 2003 | 230,001 | 21,000 | (6) | — | 700,000 | |||||||||||||||||
Chief Marketing Officer | 2002 | 39,218 | — | — | 1,500,000 | ||||||||||||||||||
and Vice President, Sales | 2001 | — | — | — | — | ||||||||||||||||||
Walter G. DeSocio (7) | 2003 | 240,000 | — | — | — | ||||||||||||||||||
Vice President — Chief | 2002 | 60,923 | — | — | 1,250,000 | ||||||||||||||||||
Administrative Officer, | 2001 | — | — | — | — | ||||||||||||||||||
General Counsel and Secretary | |||||||||||||||||||||||
Ali Marashi (8) | 2003 | 190,000 | — | 6,723 | (9) | — | |||||||||||||||||
Vice President and Chief | 2002 | 175,874 | — | 26,222 | (9) | 1,627,816 | |||||||||||||||||
Technology Officer | 2001 | 150,000 | — | — | 302,440 |
(1) | Effective April 2, 2002, Mr. Peters began serving as our President and Chief Executive Officer. |
(2) | Includes $245,222 and $30,353 for relocation expenses in 2003 and 2002, respectively. |
(3) | Effective February 2003, Mr. Jenks began serving as our Vice President and Chief Financial Officer. |
(4) | Includes $56,042 for relocation expenses. |
(5) | Effective October 2002, Mr. Abrahamson began serving as our Chief Marketing Officer, and effective January 2003, Mr. Abrahamson also began serving as our Vice President, Sales. |
(6) | Includes $21,000 as a sign-on payment to Mr. Abrahamson's employment agreement. |
(7) | Effective September 2002, Mr. DeSocio began serving as our Vice President and General Counsel, and effective December 2002, Mr. DeSocio also began serving as our Vice President — Chief Administrative Officer, General Counsel and Secretary. |
(8) | Effective August 2002, Mr. Marashi began serving as our Vice President and Chief Technology Officer. |
(9) | Includes $6,723 and $26,222 for relocation expenses in 2003 and 2002, respectively. |
14
Stock Options
Option Grants in Last Fiscal Year
Individual Grants
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term ($) | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Shares Underlying Options Granted | % of Total Options Granted to Employees in Fiscal Year | Exercise Price Per ($/Share) | Expiration Date | 5% ($) | 10% ($) | |||||||||||||||||||||
Gregory A. Peters | 4,000,000 1,000,000 2,238,796 | 17% 4% 9% | | 0.44 0.43 2.16 | 2/27/2013 3/10/2013 12/24/2013 | $ | 1,106,855 270,425 3,034,168 | $ | 2,804,987 685,309 7,689,178 | ||||||||||||||||||
Robert R. Jenks | 2,200,000 | 9% | 0.47 | 1/24/2013 | 686,113 | 1,704,992 | |||||||||||||||||||||
David L. Abrahamson | 700,000 | 3% | 2.16 | 12/24/2013 | 948,688 | 2,404,161 | |||||||||||||||||||||
Walter G. DeSocio | — | n/a | — | — | — | — | |||||||||||||||||||||
Ali Marashi | — | n/a | — | — | — | — |
Option Exercises and Year-End Option Values
Aggregated Option Exercises In The Last Fiscal Year
And Fiscal Year-End Option Values
Number of Securities Underlying Unexercised Options at Fiscal Year-End (#) | Value of Unexercised In-The-Money Options at Fiscal Year-End ($) | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Shares Acquired on Exercise (#) | Value Realized ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||||||||||||||
Gregory A. Peters | — | $ | — | 2,883,334 | 6,755,462 | $ | 5,453,168 | $ | 9,299,277 | ||||||||||||||||||
Robert R. Jenks | — | — | 870,833 | 1,329,167 | 1,724,249 | 2,631,751 | |||||||||||||||||||||
David L. Abrahamson | — | — | 437,500 | 1,762,500 | 980,000 | 2,586,500 | |||||||||||||||||||||
Walter G. DeSocio | �� | — | — | 390,625 | 859,375 | 814,063 | 1,790,938 | ||||||||||||||||||||
Ali Marashi | 124,200 | 83,214 | 865,181 | 1,076,075 | 1,077,439 | 2,047,776 |
15
Equity Compensation Plan Information
Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted-average Exercise Price of Outstanding Options, Warrants and Rights | (c) Number of Securities Remaining Available for Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders | 39,149,932 | $ | 1.52 | 14,749,878 | ||||||||||
Equity compensation plans not approved by security holders | 11,030 | 2.71 | 211,883 | |||||||||||
Total | 39,160,962 | $ | 1.52 | 14,961,761 |
(1) | Calculation based upon exercise prices of outstanding options, warrants and rights and an assumed purchase price equal to 85% of fair market value of the Company’s common stock on April 7, 2003 pursuant to the 1999 Employee Stock Purchase Plan for the total number of shares issuable under that plan. |
Summaries of Plans Not Approved by Our Stockholders
SwitchSoft Systems, Inc. Founders 1996 Stock Option Plan
SwitchSoft Systems, Inc. 1997 Stock Option Plan
16
payment arrangement approved by our board, or by delivery of other property if authorized by our board. The term of an option is limited to 10 years from grant. The options vest at a rate at least 20% per year. Upon termination of employment other than due to death or disability, options may generally be exercised for one month or a longer period determined by our board of directors. Upon termination due to death or disability, options may generally be exercised for 12 months or a longer period determined by our board of directors. If we are the surviving corporation in any merger, business combination, reorganization or reconsolidation, options under the 1997 Plan will be appropriately adjusted. If we are not the surviving corporation, outstanding options terminate unless assumed or replaced with substitute options. The board may amend the 1997 Plan at any time, but stockholder approval is required if the amendment would increase the shares available, materially modify the eligibility requirements, or materially increase the benefits accruing to plan participants, and optionee consent is required for the amendment to alter or impair the rights of existing optionees. The 1997 Plan automatically terminates ten years after its adoption.
Executive Employment Agreements
Agreement with Mr. Peters
17
Agreement with Mr. Jenks
Agreement with Mr. Abrahamson
18
become vested, free of restrictions (if any), and immediately exercisable for the remaining term of the relevant grant or award. In addition, he will continue to receive health care and life insurance coverage for 24 months as if he were an active employee (subject to the employee portion of premiums for such coverages).
Agreement with Mr. DeSocio
Agreement with Mr. Marashi
19
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Executive Officer Compensation
Compensation of the Chief Executive Officer
20
a base salary of $350,000. In addition, he received a bonus of $210,000 on February 27, 2003, payable in bi-monthly installments commencing in April 2003, and relocation benefits, including gross-up payments of $245,222. The Compensation Committee awarded Mr. Peters options to purchase $4,000,000 shares of our common stock at the then-current market price of $0.44 per share, options to 1,000,000 shares of our common stock at the then-current market price of $0.43 per share and options to purchase 2,238,796 shares of our common stock at the then current market price of $2.16 per share.
Limitations on the Deductibility of Executive Compensation
Fredric W. Harman
Robert D. Shurtleff, Jr.
21
Compensation Committee Interlocks and Insider Participation
CERTAIN RELATIONSHIPS AND TRANSACTIONS
STOCK PERFORMANCE GRAPH
22
AUDIT COMMITTEE REPORT
William J. Harding
Kevin L. Ober
23
PROPOSAL 2 — ADOPTION OF THE 2004 EMPLOYEE STOCK PURCHASE PLAN
General
Shares Reserved Under the Plan
Eligibility to Participate in the Plan
Administration of the Plan
Terms of Participation in the Plan
24
in no event may a participating employee purchase more than $25,000 of common stock under the Plan during any calendar year.
Transfer of Balances Under the Plan
Adjustments for Changes in Capitalization
Amendment and Termination
Federal Income Tax Consequences
25
Recommendation of the Board of Directors
26
PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Audit Fees
2003 | 2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees(1) | $ | 423,289 | $ | 217,099 | ||||||
Audit-Related Fees(2) | 285,631 | — | ||||||||
Tax Fees(3) | 23,953 | 30,711 | ||||||||
All Other Fees(4) | 1,400 | 219,527 | ||||||||
Total | $ | 734,273 | $ | 467,337 |
(1) | Fees related to the audit of Internap’s annual financial statements and the reviews of the quarterly financial statements filed on Forms 10-Q. |
(2) | Fees primarily related to services performed in conjunction with international statutory filings and registration statements. |
(3) | Fees primarily related to tax compliance, advice and planning. |
(4) | Fees related to other professional services. |
Approval of Audit and Permissible Non-Audit Services
27
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
STOCKHOLDERS’ PROPOSALS FOR 2005 ANNUAL MEETING
250 Williams Street
Atlanta, Georgia 30303
Attention: Corporate Secretary
28
APPENDIX A
AMENDED AND RESTATED CHARTER OF THE AUDIT COMMITTEE
March 2004
PURPOSE
COMPOSITION
FUNDING
FUNCTIONS AND AUTHORITY
1. | Appoint annually the firm of certified public accountants to be employed by the Company as its independent auditors for the ensuing year, which firm is ultimately accountable to the Committee as representatives of the Company’s shareholders, and take all appropriate courses of action to be taken in connection with services performed for the Company by the independent auditors. |
2. | Set policies for the hiring of employees or former employees of the Company’s independent auditor. |
3. | Review the engagement of the independent auditors, including the scope, extent and procedures of the audit, the compensation to be paid therefor and all other matters the Committee deems appropriate. Such independent auditors shall report directly to the Committee. |
4. | Evaluate the performance of the independent auditors and, if so determined by the Committee, to replace the independent auditors. The Committee shall be directly responsible for the appointment, compensation and oversight of the independent auditors, including the resolution of any disagreements with management and the auditors regarding financial reporting. |
A-1
5. | Receive written statements from the independent auditors periodically delineating all relationships between the auditors and the Company consistent with Independence Standards Board Standard No. 1, to consider and discuss with the auditors any disclosed relationships or services that could affect the auditors’ objectivity and independence and otherwise to take appropriate action to oversee the independence of the auditors. |
6. | Review and discuss the Company’s (A) annual audited financial statements, (B) quarterly unaudited financial statements, (C) Annual Reports on Form 10-K and (D) Quarterly Reports on Form 10-Q with management and the independent auditor, such discussions to include: |
a. | major issues regarding accounting and auditing principles and practices; |
b. | the adequacy of internal controls that could significantly affect the Company’s financial statements; |
c. | an analysis prepared by management and the independent auditor of significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including analysis of the effects of alternative GAAP methods; |
d. | the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and |
e. | the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company. |
7. | Obtain and review annually a report by the independent auditor describing (1) the independent auditor’s quality-control procedures; (2) material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (3) to further assess the auditor’s independence, all relationships between the independent auditor and the Company. |
8. | Annually examine whether regular rotation of the lead partner of the Company’s independent auditor has occurred as required by law and consider whether there should be rotation of the independent auditor itself, and present the Committee’s conclusions to the Board. |
9. | Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit. |
10. | Meet with the independent auditor prior to the audit to review the planning and staffing of the audit. |
11. | Obtain from the independent auditor assurance that Section 10A of the Securities Exchange Act of 1934, as amended, has not been implicated. |
12. | Have familiarity, through the individual efforts of its members, with the accounting and reporting principles and practices applied by the Company in preparing its financial statements, including without limitation, the policies for recognition of revenues in financial statements. |
13. | Assist and interact with the independent auditors to enable them to perform their duties in the most efficient and cost effective manner. |
14. | Evaluate the cooperation received by the independent auditors during their audit or quarterly review examination, including their access to all requested records, data and information, and elicit the comments of management regarding the responsiveness of the independent auditors to the Company’s needs. |
15. | Review the Company’s balance sheet, profit and loss statement and statements of cash flows and stockholders’ equity for each annual and interim period, and any changes in accounting policy that have occurred during such period. |
16. | Review and approve all professional services provided to the Company by its independent auditors and consider the possible effect of such services on the independence of such auditors. In addition, the Committee shall have the authority to, and shall be required to in its sole discretion, approve (1) all audit |
A-2
services and (2) all permissible non-audit services provided to the Company by its outside auditors, as required by Section 202 of the Sarbanes-Oxley Act and Section 10A of the Exchange Act. The Committee shall approve in advance all permissible non-audit services to be provided by the independent auditors. |
17. | Discuss the Company’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. These discussions may be had generally and need not include advance discussion of each earnings release. Discussions will include the type and presentation of information to be included in earnings press releases, with particular attention to any use of pro forma or adjusted non-GAAP information. |
18. | Review the appointment of the senior internal auditing executive. |
19. | Review the significant reports to management prepared by the internal auditing department and management’s responses. |
20. | Establish procedures for (1) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (2) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. |
21. | Engage its own independent legal counsel and other advisers as it deems necessary to carry out its duties. The Company shall provide the necessary funding for the Committee to engage such advisers, as provided above. |
22. | Consult with the independent auditors and discuss with management the scope and quality of internal accounting and financial reporting controls in effect. |
23. | Review the reports provided to the Committee by the Company’s outside auditors pursuant to Section 204 of the Sarbanes-Oxley Act. |
24. | Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement. |
25. | Investigate, review and report to the Board the propriety and ethical implications of any transactions, as reported or disclosed to the Committee by the independent auditors, employees, officers, members of the Board or otherwise, between the Company and any employee, officer or member of the Board of the Company or any affiliates of the foregoing. |
26. | Report regularly to the Board of Directors. |
27. | Request that the Company file this Charter as an appendix to the Proxy Statement at least once every three years and maintain a copy on the Company’s website. |
28. | Review and assess the adequacy of this Charter annually and submit it to the Board for approval. |
29. | Evaluate the performance of the Committee itself. |
30. | Perform such other functions and have such power as may be necessary or convenient in the efficient and lawful discharge of the foregoing. |
MEETINGS
A-3
MINUTES AND REPORTS
A-4
APPENDIX B
2004 INTERNAP NETWORK SERVICES CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
B-1
TABLE OF CONTENTS
Page | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
§ 1. | PURPOSE | B-4 | ||||||||
DEFINITIONS | B-4 | |||||||||
2.1 | Account | B-4 | ||||||||
2.2 | Authorization | B-4 | ||||||||
2.3 | Board | B-4 | ||||||||
2.4 | Code | B-4 | ||||||||
2.5 | Eligible Employee | B-4 | ||||||||
2.6 | Exercise Date | B-4 | ||||||||
2.7 | Fair Market Value | B-4 | ||||||||
2.8 | Internap | B-4 | ||||||||
2.9 | 1993 Act | B-4 | ||||||||
2.10 | 1934 Act | B-5 | ||||||||
2.11 | Offering Period | B-5 | ||||||||
2.12 | Option Price | B-5 | ||||||||
2.13 | Participating Employee | B-5 | ||||||||
2.14 | Participating Employer | B-5 | ||||||||
2.15 | Plan | B-5 | ||||||||
2.16 | Plan Administrator | B-5 | ||||||||
2.17 | Purchase Period | B-5 | ||||||||
2.18 | Stock | B-5 | ||||||||
2.19 | Subsidiary | B-5 | ||||||||
§ 3. | SHARES RESERVED UNDER THE PLAN | B-5 | ||||||||
§ 4. | EFFECTIVE DATE | B-5 | ||||||||
§ 5. | PLAN ADMINISTRATOR | B-5 | ||||||||
§ 6. | PARTICIPATION | B-5 | ||||||||
6.1 | Requirements | B-5 | ||||||||
6.2 | Continuity Authorization | B-6 | ||||||||
6.3 | Termination | B-6 | ||||||||
§ 7. | GRANTING OF OPTIONS | B-6 | ||||||||
7.1 | General Rule | B-6 | ||||||||
7.2 | Statutory Limitation | B-6 | ||||||||
7.3 | Insufficient Number of Shares of Stock | B-6 | ||||||||
§ 8. | PAYROLL DEDUCTIONS | B-6 | ||||||||
8.1 | Initial Authorization | B-6 | ||||||||
8.2 | Continuing Authorization | B-6 | ||||||||
8.3 | Authorization Amendment | B-6 | ||||||||
8.4 | Authorization Revocation and Withdrawal Rights | B-7 | ||||||||
8.5 | Account Credits, General Assets and Taxes | B-7 | ||||||||
8.6 | No Cash Payments | B-7 | ||||||||
§ 9. | EXERCISE OF OPTION | B-7 | ||||||||
9.1 | General Rule | B-7 | ||||||||
9.2 | Automatic Refund | B-7 | ||||||||
9.3 | Delivery of Stock | B-7 | ||||||||
§ 10. | TERMINATION OF EMPLOYMENT | B-7 | ||||||||
§ 11. | NON-TRANSFERABILITY | B-8 | ||||||||
§ 12. | ADJUSTMENT | B-8 | ||||||||
§ 13. | SECURITIES REGISTRATION | B-8 |
B-2
Page | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
§ 14. | AMENDMENT OR TERMINATION | B-8 | ||||||||
§ 15. | MISCELLANEOUS | B-9 | ||||||||
15.1 | Shareholder Rights | B-9 | ||||||||
15.2 | No Contract of Employment | B-9 | ||||||||
15.3 | Withholding | B-9 | ||||||||
15.4 | Construction | B-9 | ||||||||
15.5 | Rule 16b-3 | B-9 |
B-3
§ 1.
PURPOSE
§ 2.
DEFINITIONS
(a) | an employee who customarily is employed (within the meaning of Code § 423(b)(4)(B)) 20 hours or less per week by Internap or such Subsidiary, |
(b) | an employee who customarily is employed (within the meaning of Code § 423(b)(4)(C)) for not more than 5 months in any calendar year by Internap or such Subsidiary, |
(c) | an employee who would own (immediately after the grant of an option under this Plan) stock possessing 5% or more of the total combined voting power or value of all classes of stock of Internap based on the rules set forth in § 423(b)(3) and § 424 of the Code, |
(d) | a highly compensated employee (as defined under § 414(q) of the Code) who falls within a category of highly compensated employees that the Plan Administrator has determined in its discretion to exclude under this Plan, and |
(e) | an employee who is a citizen of a country whose laws would prohibit the granting of an option under this Plan. |
B-4
§ 3.
SHARES RESERVED UNDER THE PLAN
§ 4.
EFFECTIVE DATE
§ 5.
PLAN ADMINISTRATOR
§ 6.
PARTICIPATION
(a) | he or she has properly completed and filed an Authorization with the Plan Administrator on or before the last day of such Offering Period to purchase shares of Stock pursuant to options granted under this Plan, and |
B-5
(b) | his or her employment as an Eligible Employee continues uninterrupted throughout the period which begins on the first day of such Offering Period and ends on the first day of the related Purchase Period, and no Eligible Employee’s employment shall be treated as interrupted by a transfer directly between Internap and any Subsidiary or between one Subsidiary and another Subsidiary. |
§ 7.
GRANTING OF OPTIONS
§ 8.
PAYROLL DEDUCTIONS
(a) | the minimum amount deducted from a Participating Employee’s compensation during any pay period in a Purchase Period shall not be less than $10. |
(b) | the maximum amount deducted from a Participating Employee’s compensation during any Purchase Period shall not exceed the lesser of $12,500 or such amount as set from time to time by the Plan Administrator. |
B-6
(a) | Revocation. A Participating Employee shall have the right during any Purchase Period to revoke an Authorization, and such revocation stop the payroll deductions which he or she previously had authorized for such Purchase Period if he or she files an Authorization revocation with the Plan Administrator before the Exercise Date for such Purchase Period, and such payroll deductions shall stop as soon as practicable after the Plan Administrator actually receives such Authorization revocation. |
(b) | Withdrawal. If a Participating Employee revokes his or her Authorization, he or she may elect to withdraw the entire balance credited to his or her Account for such Purchase Period without interest. If a Participating Employee makes such a withdrawal election, such balance shall be paid to him or her in cash (without interest) as soon as practicable after the Plan Administrator receives his or her withdrawal election. If no such election is made, such Account balance shall be applied to exercise his or her option under § 9. |
§ 9.
EXERCISE OF OPTION
§ 10.
TERMINATION OF EMPLOYMENT
B-7
one Subsidiary and another Subsidiary while he or she has an Authorization in effect, his or her employment shall not be treated as terminated merely by reason of such transfer and any such Authorization shall (subject to all the terms and conditions of this Plan) remain in effect after such transfer for the remainder of such Purchase Period.
§ 11.
NON-TRANSFERABILITY
§ 12.
ADJUSTMENT
§ 13.
SECURITIES REGISTRATION
§ 14.
AMENDMENT OR TERMINATION
B-8
§ 15.
MISCELLANEOUS
B-9
VOTE BY INTERNET - www.proxyvote.com | |
INTERNAP NETWORK SERVICES CORPORATION | Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. |
|
|
| VOTE BY PHONE - 1-800-690-6903 |
|
|
| VOTE BY MAIL |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||
| INSC01 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
| |||||||||||||||||||||||||||
| INTERNAP NETWORK SERVICES CORPORATION |
|
|
| |||||||||||||||||||||||
|
|
|
|
| |||||||||||||||||||||||
|
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE |
|
|
| ||||||||||||||||||||||
|
|
|
|
|
| ||||||||||||||||||||||
| Vote on Directors | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
| ||||||||||||||||||||
| (1) | To elect as directors one nominee to serve until the 2006 annual meeting and until his successor is elected and qualified and three nominees to serve until the 2007 annual meeting and until their successors are elected and qualified, or until such director’s earlier death, resignation or removal (except as indicated to the contrary on the right). | For | Withhold | For All |
| |||||||||||||||||||||
|
|
|
| ||||||||||||||||||||||||
|
| 01)Charles B. Coe for a term to expire at the 2006 annual meeting |
| ||||||||||||||||||||||||
|
| 02)James P. DeBlasiofor a term to expire at the 2007 annual meeting |
| ||||||||||||||||||||||||
|
| 03)Fredric W. Harmanfor a term to expire at the 2007 annual meeting | |||||||||||||||||||||||||
|
| 04)Kevin L. Ober for a term to expire at the 2007 annual meeting | |||||||||||||||||||||||||
|
|
| |||||||||||||||||||||||||
| Vote On Proposals | For | Against | Abstain |
| ||||||||||||||||||||||
|
|
|
|
|
| ||||||||||||||||||||||
| (2) | To approve the adoption of the 2004 Employee Stock Purchase Plan. | o | o | o |
| |||||||||||||||||||||
|
|
|
|
|
|
| |||||||||||||||||||||
| (3) | To ratify the appointment of PricewaterhouseCoopers LLP as independent auditors of the Company for the fiscal year ending December 31, 2004. | o | o | o |
| |||||||||||||||||||||
|
|
|
|
|
|
| |||||||||||||||||||||
| In their discretion, the proxies are authorized to vote upon such other business as properly may come before the annual meeting and any and all adjournments thereof. |
|
|
|
| ||||||||||||||||||||||
|
|
|
|
|
| ||||||||||||||||||||||
| This Proxy will be voted in the manner directed by the undersigned stockholder. If this Proxy is returned and no direction is provided by the undersigned stockholder, this Proxy will be voted FOR ALL NOMINEES in Proposal 1 and FOR Proposals 2 and 3. |
|
|
|
|
| |||||||||||||||||||||
|
|
|
|
|
|
|
| ||||||||||||||||||||
| Please indicate if you plan to attend the annual meeting |
| o | o |
|
|
| ||||||||||||||||||||
|
|
|
|
|
|
|
| ||||||||||||||||||||
|
|
| Yes | No |
|
|
| ||||||||||||||||||||
|
|
|
|
|
|
|
| ||||||||||||||||||||
|
|
|
|
|
|
|
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date |
|
|
|
| Signature (Joint Owners) | Date |
| ||||||||||||||||||
|
|
|
|
| |||
|
| |||
INTERNAP NETWORK SERVICES CORPORATION | ||||
| ||||
| Revocable Proxy |
| COMMON STOCK |
|
| ||||
| The undersigned hereby appoints Gregory A. Peters and Walter G. DeSocio, and each of them, proxies, with full power of substitution, to act for and in the name of the undersigned to vote all shares of common stock of Internap Network Services Corporation (the “Company”) which the undersigned is entitled to vote at the 2004 Annual Meeting of Stockholders of the Company, to be held on on Thursday, May 27, 2004, at 9:00 a.m., (local time), at 250 Williams Street, Atlanta, Georgia, and at any and all adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting. |
| ||
| ||||
| This proxy card will be voted as directed. If no instructions are specified, this proxy card will be voted “FOR” each of the proposals listed on the reverse side of this proxy card. If any other business is presented at the annual meeting, this proxy card will be voted by the proxies in their best judgment. At the present time, the board of directors knows of no other business to be presented at the annual meeting. |
| ||
| ||||
| The undersigned may elect to withdraw this proxy card at any time prior to its use by: (i) giving written notice to Walter G. DeSocio, Vice President-Chief Administrative Officer, General Counsel and Secretary of the Company, (ii) executing and delivering to Mr. DeSocio a duly executed proxy card bearing a later date or, (iii) appearing at the annual meeting and voting in person. |
| ||
| ||||
| Please mark, date and sign exactly as your name appears on this proxy card. When shares are held jointly, both holders should sign. When signing as attorney, executor, administrator, trustee, guardian or custodian, please give your full title. If the holder is a corporation or a partnership, the full corporate or partnership name should be signed by a duly authorized officer. |
| ||
| ||||
| ||||
| PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED |
| ||
| ||||
(Continued, and to be signed and dated, on the reverse side) | ||||
|
| |||
|
VOTE BY INTERNET - www.proxyvote.com | |
INTERNAP NETWORK SERVICES CORPORATION | Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. |
|
|
| VOTE BY PHONE - 1-800-690-6903 |
|
|
| VOTE BY MAIL |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||
| INSC03 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
| |||||||||||||||||||||||||||
| INTERNAP NETWORK SERVICES CORPORATION |
|
|
| |||||||||||||||||||||||
|
|
|
|
| |||||||||||||||||||||||
|
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE |
|
|
| ||||||||||||||||||||||
|
|
|
|
|
| ||||||||||||||||||||||
| Vote on Directors | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
| ||||||||||||||||||||
| (1) | To elect as directors one nominee to serve until the 2006 annual meeting and until his successor is elected and qualified and three nominees to serve until the 2007 annual meeting and until their successors are elected and qualified, or until such director’s earlier death, resignation or removal (except as indicated to the contrary on the right). | For | Withhold | For All |
| |||||||||||||||||||||
|
|
|
| ||||||||||||||||||||||||
|
| 01)Charles B. Coe for a term to expire at the 2006 annual meeting |
| ||||||||||||||||||||||||
|
| 02)James P. DeBlasiofor a term to expire at the 2007 annual meeting |
| ||||||||||||||||||||||||
|
| 03)Fredric W. Harmanfor a term to expire at the 2007 annual meeting | |||||||||||||||||||||||||
|
| 04)Kevin L. Ober for a term to expire at the 2007 annual meeting | |||||||||||||||||||||||||
|
|
| |||||||||||||||||||||||||
| Vote On Proposals | For | Against | Abstain |
| ||||||||||||||||||||||
|
|
|
|
|
| ||||||||||||||||||||||
| (2) | To approve the adoption of the 2004 Employee Stock Purchase Plan. | o | o | o |
| |||||||||||||||||||||
|
|
|
|
|
|
| |||||||||||||||||||||
| (3) | To ratify the appointment of PricewaterhouseCoopers LLP as independent auditors of the Company for the fiscal year ending December 31, 2004. | o | o | o |
| |||||||||||||||||||||
|
|
|
|
|
|
| |||||||||||||||||||||
| In their discretion, the proxies are authorized to vote upon such other business as properly may come before the annual meeting and any and all adjournments thereof. |
|
|
|
| ||||||||||||||||||||||
|
|
|
|
|
| ||||||||||||||||||||||
| This Proxy will be voted in the manner directed by the undersigned stockholder. If this Proxy is returned and no direction is provided by the undersigned stockholder, this Proxy will be voted FOR ALL NOMINEES in Proposal 1 and FOR Proposals 2 and 3. |
|
|
|
|
| |||||||||||||||||||||
|
|
|
|
|
|
|
| ||||||||||||||||||||
| Please indicate if you plan to attend the annual meeting |
| o | o |
|
|
| ||||||||||||||||||||
|
|
|
|
|
|
|
| ||||||||||||||||||||
|
|
| Yes | No |
|
|
| ||||||||||||||||||||
|
|
|
|
|
|
|
| ||||||||||||||||||||
|
|
|
|
|
|
|
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date |
|
|
|
| Signature (Joint Owners) | Date |
| ||||||||||||||||||
|
|
|
|
| |||
|
| |||
INTERNAP NETWORK SERVICES CORPORATION | ||||
| ||||
| Revocable Proxy |
| SERIES A PREFERRED STOCK |
|
| ||||
| The undersigned hereby appoints Gregory A. Peters and Walter G. DeSocio, and each of them, proxies, with full power of substitution, to act for and in the name of the undersigned to vote all shares of Series A preferred stock of Internap Network Services Corporation (the “Company”) which the undersigned is entitled to vote at the 2004 Annual Meeting of Stockholders of the Company, to be held on on Thursday, May 27, 2004, at 9:00 a.m., (local time), at 250 Williams Street, Atlanta, Georgia, and at any and all adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting. |
| ||
| ||||
| This proxy card will be voted as directed. If no instructions are specified, this proxy card will be voted “FOR” each of the proposals listed on the reverse side of this proxy card. If any other business is presented at the annual meeting, this proxy card will be voted by the proxies in their best judgment. At the present time, the board of directors knows of no other business to be presented at the annual meeting. |
| ||
| ||||
| The undersigned may elect to withdraw this proxy card at any time prior to its use by: (i) giving written notice to Walter G. DeSocio, Vice President-Chief Administrative Officer, General Counsel and Secretary of the Company, (ii) executing and delivering to Mr. DeSocio a duly executed proxy card bearing a later date or, (iii) appearing at the annual meeting and voting in person. |
| ||
| ||||
| Please mark, date and sign exactly as your name appears on this proxy card. When shares are held jointly, both holders should sign. When signing as attorney, executor, administrator, trustee, guardian or custodian, please give your full title. If the holder is a corporation or a partnership, the full corporate or partnership name should be signed by a duly authorized officer. |
| ||
| ||||
| ||||
| PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED |
| ||
| ||||
(Continued, and to be signed and dated, on the reverse side) | ||||
|
| |||
|