Current Report Filing (8-k)
November 23 2016 - 2:04PM
Edgar (US Regulatory)
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):
November 23, 2016
Internap Corporation
(Exact Name of Registrant as Specified in
Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
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001-31989
(Commission File Number)
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91-2145721
(IRS Employer
Identification
Number
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One Ravinia Drive, Suite 1300, Atlanta, Georgia
(Address of Principal Executive Offices)
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30346
(Zip Code)
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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):
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material
pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Securities Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.13e-2(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01 Other Events.
Internap
Corporation (the "Company") is filing this Current Report on Form 8-K ("Current Report") to retrospectively
adjust certain financial information and related disclosures included in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2015 ("Annual Report"), which was filed with the Securities and Exchange Commission ("SEC")
on February 18, 2016. Effective January 1, 2016,
we changed our organizational structure in an effort to create more effective
and efficient operations and to improve customer and product focus. In that regard, we revised the information that our chief executive
officer, who is also our chief operating decision maker, regularly reviews for purposes of allocating resources and assessing performance.
As a result, beginning January 1, 2016, we report our financial performance based on our new segments, which are (1) data center
and network services and (2) cloud and hosting services. In addition, in conjunction with the change in our organizational structure,
we reclassified certain costs included in the expense categories on our consolidated statement of operations, which resulted in
the following:
a reclassification of
“Sales and marketing” and
“General and administrative” to “Sales, general and administrative” and “Direct costs of amortization
of acquired and developed technologies” to “Depreciation and amortization” included on our consolidated statements
of operations.
Prior periods have been restated to conform with the new
presentation. Further, effective January 1, 2016, the Company adopted new guidance the Financial Accounting Standards Board Accounting
Standards Update ("ASU") 2015-03,
Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance
Costs
, and applied it retrospectively to all periods presented.
This Current Report and Exhibit 99.1 are being filed solely
to reflect the changes noted above, and accordingly, the following Items of the Annual Report are being adjusted retrospectively:
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Part I, Item 1. Business;
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Part II, Item 6. Selected Financial Data;
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Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations; and
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Part II, Item 8. Financial Statements and Supplementary Data from Internap Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
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All other information in the Annual Report is not materially
affected by the changes noted above, and as such, remains unchanged. Unaffected items and unaffected portions of the Annual Report
have not been repeated in, and are not amended or modified by, this Current Report or Exhibit 99.1.
The information in this Current Report and Exhibit 99.1 with
respect to the Company should be read in conjunction with the Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2016, June 30, 2016 and September 30, 2016, which were filed with the SEC on May 5, 2016, August 4, 2016 and November
3, 2016, respectively. This Current Report and Exhibit 99.1 does not reflect events that may have occurred subsequent to the original
filing date of the Annual Report, and does not modify or update in any way the disclosures made in the Annual Report other than
as required to retrospectively reflect the segment changes and the adoption of ASU 2015-03, as described above. For information
on developments since the filing of the Annual Report, please refer to the Company's subsequent filings with the SEC. The information
contained in Exhibit 99.1 to this Current Report is not an amendment to, or a restatement of, the Annual Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 23.1
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Consent of PricewaterhouseCoopers LLP.
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Exhibit 99.1
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Updated Part I Item 1. Business, Part II Item 6. Selected Financial Data, Part II Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, and Part II Item 8. Financial Statements and Supplementary Data from Internap Corporation's Annual Report on Form 10-K for the year ended December 31, 2015.
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Exhibit 101
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The following materials formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Shareholders’ Equity, (vi) Notes to Consolidated Financial Statements and (vi) Schedule of Valuation and Qualifying Accounts.
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Signature
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.
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Internap Corporation
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By
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/s/ Robert M. Dennerlein
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Name: Robert M. Dennerlein
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Chief Financial Officer
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Date: November 23, 2016
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