1 As filed with the Securities and Exchange Commission on May ___, 2000 Registration No. 333-_______ 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) DELAWARE 52-1146119 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 505 HUNTMAR PARK DRIVE HERNDON, VIRGINIA 20170-5139 (Address of principal executive offices) (Zip Code) NETWORK SOLUTIONS, INC. 1996 STOCK INCENTIVE PLAN (AMENDED AND RESTATED EFFECTIVE JULY 7, 1997) (Full title of plan) (Name, address and telephone number of agent for service) (Copy to:) JAMES P. RUTT JONATHAN W. EMERY NETWORK SOLUTIONS, INC. NETWORK SOLUTIONS, INC. 505 HUNTMAR PARK DRIVE 505 HUNTMAR PARK DRIVE HERNDON, VIRGINIA 20170-5139 HERNDON, VIRGINIA 20170-5139 (703) 742-0400 (703) 742-0400 CALCULATION OF REGISTRATION FEE =============================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OFFERING AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE TO BE PRICE PER OFFERING REGISTRATION REGISTERED REGISTERED UNIT(2) PRICE(2) FEE (2) - ----------------------------------------------------------------------------------------------- Common Stock, par value 4,677,917(1) $125.875 $588,832,802 $155,452 $0.001 per share =============================================================================================== (1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Act"), this amount covers 677,917 shares of the Registrant's Common Stock which became issuable pursuant to an evergreen provision under the Network Solutions, Inc. 1996 Stock Incentive Plan and also covers 4,000,000 shares of the Registrant's Common Stock which shall be reserved for Awards granted under the 1996 Stock Incentive Plan to Key Employees who are not officers or directors within the meaning of the National Association of Securities Dealers (NASD) Marketplace Rule 4310(c)(25)(H). This Registration Statement shall also cover any additional shares of Registrant's Common Stock which become issuable under the Network Solutions, Inc. 1996 Stock Incentive Plan (the "Plan") by reason of any stock dividend, stock split, recapitalization or other 2 similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of Network Solutions, Inc. Common Stock reported on the Nasdaq National Market on May 22, 2000. -2- 3 INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTIONS E TO FORM S-8 This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of Network Solutions, Inc. (the "Registrant") on Form S-8 relating to the same employee benefit plan are effective. INCORPORATION BY REFERENCE Pursuant to General Instruction E to Form S-8, the contents of the Registration Statements filed on Forms S-8 by the Registrant on February 9, 1998 (file number 333-45873) and October 28, 1999 (file number 333-89859), with respect to securities offered pursuant to the Plan are incorporated herein by reference. In addition, the following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (filed on March 30, 2000), and Quarterly Reports on Forms 10-Q for the quarters ended March 31, 1999 (filed on May 17, 1999), June 30, 1999 (filed on August 16, 1999) and September 30, 1999 (filed on November 15, 1999); (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act since December 31, 1999; and (c) The description of Common Stock of the Registrant contained on Form 8-A (File No. 000-22967), filed with the Commission on August 8, 1997 and Form 8-A/A (File No. 000-22967), filed with the Commission on June 16, 1999, including the description of Registrant's Common Stock stated therein. All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents. -3- 4 ITEM 8. EXHIBITS. EXHIBIT NUMBER DESCRIPTION - ------ ----------- 4.1 Network Solutions, Inc. 1996 Stock Incentive Plan (Amended and Restated Effective July 7, 1997) (incorporated by reference to Exhibit 10.4 of Registrant's Registration Statement on Form S-1, No. 333-30705) 4.2 Amendment to the Network Solutions, Inc. 1996 Stock Incentive Plan 4.3 Network Solutions, Inc. 1996 Stock Incentive Plan Form of Nonstatutory Stock Option Agreement (incorporated by reference to Exhibit 10.4 of Registrant's Registration Statement on Form S-1, No. 333-30705) 4.4 Network Solutions, Inc. 1996 Stock Incentive Plan Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.4 to Registrant's Registration Statement on Form S-1, No. 333-30705) 5.0 Opinion of Piper Marbury Rudnick & Wolfe LLP, as to the legality of the securities being offered 23.1 Consent of Piper Marbury Rudnick & Wolfe LLP (included in the opinion filed as Exhibit 5.0 to this Registration Statement) 23.2 Consent of PricewaterhouseCoopers LLP 24.0 Power of Attorney (included on Signature Page) -4- 5 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 the 22nd day of May, 2000. NETWORK SOLUTIONS, INC. By: /s/ James P. Rutt --------------------------------- James P. Rutt Chief Executive Officer POWERS 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, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- /s/ James P. Rutt - ----------------- James P. Rutt Chief Executive Officer and Director May 22, 2000 (principal executive officer) /s/ Michael A. Daniels - ---------------------- Michael A. Daniels Chairman of the Board May 22, 2000 /s/Robert J. Korzeniewski - ------------------------- Robert J. Korzeniewski Chief Financial Officer May 22, 2000 (principal financial officer) -5- 6 /s/ Michael G. Voslow - --------------------- Michael G. Voslow Vice President, Finance and Treasurer May 22, 2000 (principal accounting officer) /s/ Alan E. Baratz - ------------------ Alan E. Baratz Director May 22, 2000 /s/ J. Robert Beyster - --------------------- J. Robert Beyster Director May 22, 2000 /s/ Craig I. Fields - ------------------- Craig I. Fields Director May 22, 2000 /s/ J. Dennis Heipt - ------------------- J. Dennis Heipt Director May 22, 2000 /s/ Stratton D. Sclavos - ----------------------- Stratton D. Sclavos Director May 22, 2000 -6- 7 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION PAGE - ------ ----------- ---- 4.1 Network Solutions, Inc. 1996 Stock Incentive Plan (Amended and Restated Effective July 7, 1997) (incorporated by reference to Exhibit 10.4 of Registrant's Registration Statement on Form S-1, No. 333-30705) N/A 4.2 Amendment to the Network Solutions, Inc. 1996 Stock Incentive Plan 8 4.3 Network Solutions, Inc. 1996 Stock Incentive Plan Form of Nonstatutory Stock Option Agreement (incorporated by reference to Exhibit 10.4 of Registrant's Registration Statement on Form S-1, No. 333-30705) N/A 4.4 Network Solutions, Inc. 1996 Stock Incentive Plan Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.4 to Registrant's Registration Statement on Form S-1, No. 333-30705) N/A 5.0 Opinion of Piper Marbury Rudnick & Wolfe LLP, as to the legality of the securities being offered 9 23.1 Consent of Piper Marbury Rudnick & Wolfe LLP (included in the opinion filed as Exhibit 5.0 to this Registration Statement) 9 23.2 Consent of PricewaterhouseCoopers LLP 10 24.0 Power of Attorney (included on Signature Page) 5