UNITED STATES
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

Date of Report (Date of earliest event reported):

June 17, 2010
 
 
Internap Network Services Corporation
(Exact Name of Registrant as Specified in Charter)


Delaware
(State or Other Jurisdiction
of Incorporation)
000-27265
(Commission File Number)
91-2145721
(IRS Employer
Identification Number

250 William Street, Atlanta, Georgia
(Address of Principal Executive Offices)
 
30303
(Zip Code)

Registrant’s telephone number, including area code: (404) 302-9700

Not applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.13e-2(c))

 
 
 
 
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
The Board of Directors (the “Board”) of Internap Network Services Corporation (the “Company”) had previously approved, subject to stockholder approval, an amendment to Article IV(A) of the Company’s Restated Certificate of Incorporation to increase the Company’s authorized common stock from 60,000,000 shares to 120,000,000 shares (the “Common Stock Increase”). The Company’s stockholders approved the Common Stock Increase at the 2010 Annual Stockholders Meeting held on June 17, 2010. On June 18, 2010, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware effectuating the Common Stock Increase.

A copy of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07
Submission of Matters to a Vote of Security Holders.

The Company’s 2010 Annual Meeting of Stockholders was held on June 17, 2010. The number of shares of common stock present at the Company’s Annual Meeting of Stockholders was 42,592,113,  or 82.20% of the shares of common stock outstanding on April 19, 2010, the record date for the meeting. At the meeting, the following items were submitted to a vote of stockholders, all of which received the necessary votes for passage:

(a)
The following nominees were elected to serve on the Board of Directors
                         
Nominee
   
For
     
Withheld
     
Broker Non-Votes
 
Election for a term expiring in 2013
                       
Kevin L. Ober
   
28,231,104
     
1,021,104
     
13,339,905
 
Gary M. Pfeiffer
   
28,610,384
     
641,824
     
13,339,905
 
Michael A. Ruffolo
   
26,407,998
     
2,844,210
     
13,339,905
 
Election for a term expiring in 2011
                       
Debora J. Wilson
   
28,594,002
     
658,206
     
13,339,905
 
  
(b)
Approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock
 
For
 
Against
 
Abstentions
36,317,658
 
6,063,042
 
211,413

(c)
Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company’s fiscal year ending December 31, 2010

For
 
Against
 
Abstentions
41,839,796
 
631,760
 
120,557

Item 9.01
Financial Statements and Exhibits .

(d)
Exhibits

The following exhibits are furnished with this Current Report on Form 8-K:

Exhibit No.
 
Description
     
3.1
 
Certificate of Amendment to the Company’s Restated Certificate of Incorporation dated June 18, 2010.
 
 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  INTERNAP NETWORK SERVICES CORPORATION
       
       
Date: June 21, 2010
By:
/s/ Richard P. Dobb
  
   
Richard P. Dobb
 
   
Chief Administrative Officer
 
 
 
 
 
 
EXHIBIT INDEX


Exhibit No.
 
Description
     
3.1
 
Certificate of Amendment to the Company’s Restated Certificate of Incorporation dated June 18, 2010.
Exhibit 3.1
 
 
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION OF
INTERNAP NETWORK SERVICES CORPORATION
 
Internap Network Services Corporation, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
 
FIRST:  The name of the corporation is Internap Network Services Corporation.

SECOND:  At a meeting of the Board of Directors of Internap Network Services Corporation, resolutions were duly adopted declaring the advisability of an amendment to the Restated Certificate of Incorporation, as follows, and providing that:

Article IV(A) of the Certificate of Incorporation of Internap Network Services Corporation shall be hereby amended and restated to read as follows:

“ IV.
 
A.            This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is 140,000,000 shares of stock. Such shares shall be divided into two classes as follows:

(i)            120,000,000 shares of common stock (“ Common Stock ”), each having a par value of one-tenth of one cent ($0.001).

(ii)           20,000,000 shares of preferred stock (“ Preferred Stock ”), each having a par value of one-tenth of one cent ($0.001).

THIRD: That thereafter, pursuant to resolution of its Board Directors, a meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

FOURTH: This Certificate of Amendment of Restated Certificate of Incorporation was duly adopted at said meeting of the stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FIFTH:  In accordance with Section 103(b) of the General Corporation Law of the State of Delaware, this Certificate of Amendment of Restated Certificate of Incorporation shall be effective upon filing with the Secretary of State of the State of Delaware.
 
 
 
 
 
IN WITNESS WHEREOF, this Certificate has been subscribed this 18 th day of June, 2010 by the undersigned who affirms that the statements made herein are true and correct.
 
INTERNAP NETWORK SERVICES CORPORATION


By:
/s/ Richard P. Dobb
 
Richard P. Dobb, Authorized Officer