As filed with the
Securities and Exchange Commission on March 14, 2017
Registration No. 333-214784
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNAP CORPORATION
(Exact name of registrant as specified in
its charter)
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Delaware
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91-2145721
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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One Ravinia Drive, Suite 1300
Atlanta, Georgia 30346
(404) 302-9700
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Peter D. Aquino
President and Chief Executive Officer
Internap Corporation
One Ravinia Drive, Suite 1300
Atlanta, Georgia 30346
(404) 302-9700
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Thomas A. Monson
Jenner & Block LLP
353 N. Clark Street
Chicago, Illinois 60654-3456
(312) 222-9350
Approximate date of commencement of proposed
sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on
this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities being registered on
this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box.
x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
(1)
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)(2)
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Proposed
Maximum
Offering Price
Per
Unit(2)(3)
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Proposed
Maximum
Aggregate
Offering Price(1)(3)
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Amount of
Registration
Fee(4)
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Common Stock, $0.001 par value
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–
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Preferred Stock, $0.001 par value
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–
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Warrants
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–
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Rights
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–
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Debt Securities
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–
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Units
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–
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Total
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$
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125,000,000
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$
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14,488
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(1)
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There are being registered under this registration statement
such indeterminate number of shares of common stock, $0.001 par value, preferred stock,
$0.001 par value, warrants, rights, debt securities and units, as may be sold
by the registrant from time to time, which collectively shall have an aggregate initial
offering price not to exceed $125,000,000. The securities registered hereunder also include
such indeterminate number of each class of identified securities as may be issued upon
conversion, exercise or exchange of any other securities that provide for such conversion
into, exercise for or exchange into such securities. Separate consideration may or may
not be received for securities that are issuable on exercise, conversion or exchange
of other securities. In addition, pursuant to Rule 416 under the Securities Act of 1933,
as amended, or the Securities Act, the shares of common stock and preferred stock being
registered hereunder include such indeterminate number of shares of preferred stock and
common stock as may be issuable with respect to the shares being registered hereunder
as a result of stock splits, stock dividends, or similar transactions.
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(2)
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Not required to be included in accordance with General Instruction II.D. of Form S-3 and Rule
457(o) under the Securities Act.
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(3)
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The proposed maximum offering price per class of security will be determined from time to time
by the registrant in connection with the issuance by the registrant of the securities registered hereunder.
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(4)
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Estimated solely to calculate the registration fee in accordance with Rule 457(o) under the
Securities Act. The aggregate maximum offering price of all securities issued pursuant to this registration
statement will not exceed $125,000,000.
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The registrant
hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on
such date as the Commission acting pursuant to said Section 8(a), may determine.
THE INFORMATION IN THIS
PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING
AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT
TO COMPLETION, DATED MARCH 14, 2017
PROSPECTUS
INTERNAP CORPORATION
$125,000,000
COMMON STOCK
PREFERRED STOCK
WARRANTS
RIGHTS
DEBT SECURITIES
UNITS
This prospectus will
allow us to issue, from time to time at prices and on terms to be determined at or prior to the time of the offering, up to $125,000,000
of any combination of the securities described in this prospectus individually or in units .
We
may also offer common stock or preferred stock upon conversion of or exchange for the debt securities; common stock upon conversion
of or exchange for the preferred stock; and common stock, preferred stock or debt securities upon the exercise of warrants or
rights.
This prospectus describes
the general terms of these securities and the general manner in which these securities will be offered. We will provide you with
the specific terms of any offering in one or more supplements to this prospectus. The prospectus supplements will also describe
the specific manner in which these securities will be offered and may also supplement, update or amend information contained in
this document. You should read this prospectus and any prospectus supplement, as well as any documents incorporated by reference
into this prospectus or any prospectus supplement, carefully before you invest.
Our securities may
be sold directly by us to you, through agents designated from time to time or to or through underwriters or dealers. For additional
information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus
and in the applicable prospectus supplement. If any underwriters or agents are involved in the sale of our securities with respect
to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, commissions or discounts
and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net
proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.
Investment in any securities offered by
this prospectus involves risk. See “Risk Factors” beginning on page 5 of this prospectus, in our periodic reports filed
from time to time with the Securities and Exchange Commission and in the applicable prospectus supplement.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2017
TABLE
OF CONTENtS
About
this Prospectus
This prospectus is
part of a registration statement that we filed with the Securities and Exchange Commission (“SEC” or the “Commission”),
utilizing a “shelf” registration process. Under this shelf registration process, we may offer shares of our common
stock and preferred stock, warrants or rights, or various series of debt securities , individually or in units , in one or
more offerings, with a total value of up to $125,000,000. This prospectus provides you with a general description of the securities
we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement
that will contain specific information about the terms of that offering.
This prospectus does
not contain all of the information included in the registration statement. For a more complete understanding of the offering of
the securities, you should refer to the registration statement, including its exhibits. The prospectus supplement may also add,
update or change information contained or incorporated by reference in this prospectus. However, no prospectus supplement will
offer a security that is not registered and described in this prospectus at the time of its effectiveness. This prospectus, together
with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material
information relating to the offering of securities under this prospectus. You should carefully read this prospectus, the applicable
prospectus supplement, the information and documents incorporated herein by reference and the additional information under the
heading “Where You Can Find More Information” before making an investment decision.
You should rely only
on the information we have provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized
anyone to provide you with information different from that contained or incorporated by reference in this prospectus. No dealer,
salesperson or other person is authorized to give any information or to represent anything not contained or incorporated by reference
in this prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only
the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume
that the information in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document
and that any information we have incorporated herein by reference is accurate only as of the date of the document incorporated
by reference, regardless of the time of delivery of this prospectus or any sale of a security.
We further note that
the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated
by reference in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some
cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.
Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state
of our affairs.
This prospectus may
not be used to consummate sales of our securities, unless it is accompanied by a prospectus supplement. To the extent there are
inconsistencies between any prospectus supplement, this prospectus and any documents incorporated by reference, the document with
the most recent date will control.
All references to “the
Company,” “we,” “us” and “our” refer to Internap Corporation, a Delaware corporation,
and its consolidated subsidiaries, unless the context requires otherwise.
Special
Note on Forward-Looking Statements
Certain statements in this prospectus and in
the information incorporated herein by reference contain “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding industry trends, our future financial
position and performance, business strategy, revenues and expenses in future periods, projected levels of growth and other matters
that do not relate strictly to historical facts. These statements are often identified by words such as “may,” “will,”
“seeks,” “anticipates,” “believes,” “estimates,” “expects,” “projects,”
“forecasts,” “plans,” “intends,” “continue,” “could” or “should,”
that an “opportunity” exists, that we are “positioned” for a particular result, statements regarding our
vision or similar expressions or variations. These statements are based on the beliefs and expectations of our management team
based on information available at the time such statements are made. Such forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated
by forward-looking statements. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking
statements due to a variety of factors, including, without limitation:
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future technology trends and changes in the information
technology (“IT”) infrastructure markets in which we compete;
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our ability to develop or enhance our new or existing services and products;
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our ability to retain existing customers or attract
new customers ;
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differences in anticipated and actual performance in executing
our data center and IT infrastructure services expansion;
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our estimates of future data center space compared to actual usage;
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pricing pressures for our services and the effect of competition on our services;
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the impact of long sales cycles for our IT infrastructure services;
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our customers’ ability or desire to develop or maintain IT infrastructure services internally;
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government regulation of the Internet or goods or services necessary to operate the Internet;
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our ability to obtain critical third party services for our IT infrastructure services;
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failure of our IT infrastructure or disruptions in our IT infrastructure services;
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our ability to renew our data center leases or manage our asset retirement obligations;
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our use of open source software in our services and
products;
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the failure of our IT infrastructure or
any of our layers of redundancy in our operating facilities;
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security breaches and security lapses with respect to our network and software;
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our ability to develop effective and efficient business support systems;
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our ability to manage our global operations ;
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our ability to remediate any weaknesses in our internal
control over financial reporting;
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our ability to hire or retain key employees;
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our ability to complete and integrate acquisitions,
joint ventures and other strategic transactions;
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the outcome of any litigation we may be involved in;
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global political and economic conditions;
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global or local climate change and resource conservation
regulations and initiatives;
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our ability to manage our other risks related to our
capital stock and related business risks; and
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our ability to service and comply with the terms of
our substantial indebtedness.
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All forward-looking statements speak only as
of the date hereof or, in the case of any document incorporated by reference, the date of that document. All subsequent written
and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements
in this section. We do not undertake any obligation to update or publicly release any revisions to forward-looking statements to
reflect events, circumstances or changes in expectations after the date such statements are made.
Where
You Can Find More Information
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. You may read and copy any document that we file at the Public Reference Room
of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site at www.sec.gov that contains reports, proxy
statements and other information regarding registrants that file electronically, including Internap Corporation. Except as expressly
set forth in the paragraph below, we are not incorporating the contents of the SEC website into this prospectus.
The SEC allows us to “incorporate by
reference” into this prospectus the information we file with it, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus,
and information that we file later with the SEC will automatically update and, where applicable, supersede this information. We
incorporate by reference into this prospectus the documents listed below that we have filed with the SEC (File No. 001-31989)
and all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, (i) after the date of the initial filing of the registration
statement of which this prospectus is a part and prior to effectiveness of the registration statement, or (ii) after the date
of this prospectus, in each case except as to any portion of any future report or document that is not deemed filed under such
provisions, until we sell all of the securities covered by this prospectus or the sale of securities by us pursuant to this prospectus
is terminated:
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Annual Report on Form 10-K filed on March 13,
2017 ;
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Current Reports on Form 8-K filed on January 26, 2017
and February 28, 2017 ; and
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The description of the Company’s Common Stock, par value $0.001 per share, set forth in the Company’s Registration
Statement on Form 8-A/A, filed on July 29, 2011, together with any amendment or report filed with the SEC for the purpose of updating
such description.
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You may request a copy of these filings at no cost, by writing or
telephoning the office of:
Internap Corporation
One Ravinia Drive, Suite 1300
Atlanta, Georgia 30346
Attn: Corporate Secretary
(404) 302-9700
You may also find additional information about
us, including the documents mentioned above, on our website at www.internap.com. The information included on or linked to this
website or any website referred to in any document incorporated by reference into this prospectus is not a part of this prospectus.
PROSPECTUS SUMMARY
The following is
a summary of what we believe to be the most important aspects of our business and the offering of our securities under this prospectus.
We urge you to read this entire prospectus, including the more detailed consolidated financial statements, notes to the consolidated
financial statements and other information incorporated by reference from our other filings with the SEC or included in any applicable
prospectus supplement. Investing in our securities involves risks. Therefore, carefully consider the risk factors set forth in
any prospectus supplements and in our most recent annual and quarterly filings with the SEC, as well as other information in this
prospectus and any prospectus supplements and the documents incorporated by reference herein or therein, before purchasing our
securities. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as
adversely affect the value of an investment in our securities.
Overview
We are a leading technology provider
of Internet infrastructure through both Colocation Business and Enterprise Services (including network connectivity, IP,
bandwidth, and Managed Hosting), and Cloud Services (including enterprise-grade AgileCLOUD 2.0, Bare-Metal Servers, and SMB
iWeb platforms). Our global high-capacity network connects 15 company-controlled Tier 3-type data centers in major markets in
North America, 34 wholesale partnered facilities, and points of presence in 26 central business districts around the world.
We also provide high-power density colocation, low-latency bandwidth, and public
and private cloud platforms in an expanding Internet infrastructure industry.
We
incorporated in Washington in 1996 and reincorporated in Delaware in 2001. Our common stock trades on the Nasdaq Global
Market under the symbol “INAP.”
Our Industry
We compete in the large and fast-growing market for Internet
infrastructure services (outsourced data center, compute, storage and network services). Three complementary trends are driving
demand for Internet infrastructure services: the growth of the digital economy, the outsourcing of information technology (“IT”)
and the growth of cloud computing.
The Growth of the Digital Economy
The digital economy continues to impact existing business models
with a new generation of networked applications. Widespread adoption of mobile Internet devices combined with rising expectations
around the performance and availability of both consumer and business applications places increasing pressure on enterprises to
deliver a seamless end-user experience on any device at any time at any location. Simultaneously, Software-as-a-Service models
have changed data usage patterns with information traditionally maintained on individual machines and back-office servers now
being streamed across the Internet. These applications require new diligence and focus on predictable performance and data security.
Finally, the growth of big data analytics is giving rise to a new breed of “fast data” applications that collect and
analyze massive amounts of data in real time to drive immediate business decisions – for example, real-time ad bidding platforms
and personalized e-commerce portals.
The Outsourcing of IT
While more capacity is being outsourced to public cloud data
centers, a growing number of enterprises are also turning to colocation and hosting providers.
As distributed applications, security concerns and compliance
issues are placing new burdens on the traditional IT model and driving new costs and complexity, IT organizations are increasingly
turning to infrastructure outsourcing to free up valuable internal resources to focus on their core businesses, improve service
levels and lower the overall cost of their IT operations. The macro-economic trends over the past several years have led to a
reduction of operating and capital budgets. Companies are forced to balance this growing complexity with a cost-cutting culture
and staff resource limitations that require they do more with less.
The Growth of Cloud Computing
Cloud computing has yet to make its full impact, and
the extent and the form of that impact on enterprise and commercial data centers is still unclear. It will take several years
to play out, but we expect demand for on-premises capacity to be offset by the ability to more easily migrate
workloads to cloud providers such as us.
The emergence of public cloud Infrastructure-as-a-Service
(“IaaS”) offerings has accelerated digital innovation by lowering the barrier to entry for new business creation.
IaaS offerings allow new enterprises to procure and pay for infrastructure on an as-needed basis while minimizing upfront operating
expenses, reducing complexity and increasing agility.
Although most organizations initially rely on cloud services
for non-mission critical workloads, such as testing and development, growing adoption and the maturation of cloud platforms have
increased confidence in migrating key business applications to the cloud. This, in turn, has led to a new generation of applications
that are being architected from the ground up, to run on standardized public cloud infrastructure.
Our
Business
The Internet infrastructure services market comprises a range
of offerings that have emerged in response to shifting business and technology drivers. We compete specifically
in the markets for retail colocation, hosting and IaaS. Different customer use cases and business requirements dictate the need
for specific services or a combination of services.
We provide high-performance Internet infrastructure services
that make our customers’ applications faster and more scalable. We offer:
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infrastructure services: customers can mix and match cloud, hosting and colocation for
the optimal combination of services to meet specific application and business requirements;
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availability across a global network of data centers;
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patented network services that leverage our
proprietary technologies to maximize uptime and minimize latency for customer applications; and
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services backed by service level agreements
(“SLAs”) and our team of dedicated support professionals.
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Our Segments
Effective January 1, 2016, we changed our organizational structure
in an effort to create more effective and efficient business 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 now report our
financial performance based on our two new reportable segments, Data Center and Network Services and Cloud and Hosting Services,
as follows:
Data Center and Network Services
Our Data Center and Network Services segment consists of colocation
and Internet Protocol (“IP”) connectivity services.
Colocation
Colocation involves providing physical space within data centers
and associated services such as power, interconnection, environmental controls, monitoring and security while allowing our customers
to deploy and manage their servers, storage and other equipment in our secure data centers. We sell our colocation services at
49 data centers across North America, Europe and the Asia-Pacific region. We refer to 15 of these facilities as “company-controlled,”
meaning we control the data center operations, staffing and infrastructure and have negotiated long-term leases for the facilities.
For company-controlled facilities, in most cases we design the data center infrastructure, procure the capital equipment, deploy
the infrastructure and are responsible for the operation and maintenance of the facility. We refer to the remaining 34 data centers
as “partner” sites. In these locations, a third party designs and deploys the infrastructure and provides for the
operation and maintenance of the facility.
IP Connectivity
IP connectivity includes our patented Performance IP™
service, content delivery network services, IP routing hardware and software platform and Managed Internet Route Optimizer™
Controller. By intelligently routing traffic with redundant, high-speed connections over multiple, major Internet backbones, our
IP connectivity provides high-performance and highly-reliable delivery of content, applications and communications to end users
globally. We deliver our IP connectivity through 81 IP service points around the world.
Cloud and Hosting Services
Our cloud and hosting services segment consists of hosted Infrastructure-as-a-Service
as a cloud platform or via managed hosting. For both Infrastructure-as-a-Service options, we provision and maintain the hardware,
data center infrastructure and interconnection, while allowing our customers to own and manage their software applications and
content.
Cloud
Cloud services involve providing compute and storage services
via an integrated platform that includes servers, storage and network. We built our next generation cloud platform with our high-density
colocation, Performance IP service and OpenStack, a leading open source technology for cloud services. Our Cloud offering provides
customers with the ability to manage equally virtual and physical servers through an industry standard toolset provided by Openstack-based
management and API interfaces. We deliver our cloud services in five locations across North America, Europe and the Asia-Pacific
region.
Managed Hosting
Managed hosting involves providing a single tenant infrastructure
environment consisting of servers, storage and network. We deliver this customizable infrastructure platform based on enterprise-class
technology to support complex application and compliance requirements for our customers. We deliver our managed hosting services
in 11 locations across North America, Europe and the Asia-Pacific region.
Data Centers, Private Network Access Points and CDN POPs
Our data centers and private network access points (“P-NAPs”) feature multiple direct high-speed
connections to major Internet service providers (“ISPs”). We either have, or operate under third party agreements,
data centers, P-NAPs and CDN POPs in some of the largest cities in North America and in select foreign cities.
Risk
Factors
Investment in any securities offered pursuant
to this prospectus involves risk. You should carefully consider the risk factors incorporated by reference to our most recent
Annual Report on Form 10-K, and the other information contained in this prospectus, as updated by our subsequent filings under
the Securities Exchange Act of 1934, as amended, and the risk factors and other information contained in the applicable prospectus
supplement before acquiring any of such securities.
Ratio
of Earnings to Fixed Charges
The
following table shows our ratio of earnings to fixed charges for each of the periods indicated:
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December
31
, 2016
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December
31, 2015
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December
31, 2014
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December
31, 2013
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December
31, 2012
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Ratio of earnings to fixed charges (a)(b)
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0.65
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For purposes of computing the above ratios,
“earnings” consist of income (loss) from continuing operations before income taxes, noncontrolling interests and cumulative
effect of accounting changes, plus fixed charges and the amortization of capitalized interest. “Fixed charges” consist
of interest incurred on indebtedness (which does not include interest on income taxes, which is recorded in income taxes), fees
and expenses plus one-third of the rental expense from operating leases, which management believes is a reasonable approximation
of the interest component of rental expense.
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(a)
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In 2016, 2015, 2014, 2013 and 2012,
we incurred losses from operations, and as a result, our earnings were insufficient to cover our fixed charges by $ 124.4
million, $52.3 million, $41.4 million, $20.3 million and , $4.1 million, respectively.
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(b)
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We currently do not have any preference securities outstanding related to our consolidated subsidiaries and we did
not pay or accrue any preference dividends related to our consolidated subsidiaries during the periods presented above
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Use
of Proceeds
We will use the net proceeds from the sale of
the securities offered by this prospectus and any prospectus supplement for general corporate purposes, unless otherwise specified
in the applicable prospectus supplement. General corporate purposes may include additions to working capital, capital expenditures,
refinancing of existing indebtedness, repayment of debt, and financing of possible acquisitions, investments or stock repurchases.
DESCRIPTION OF COMMON
STOCK
The following summary
of certain provisions of our common stock does not purport to be complete. You should refer to our Restated Certificate of Incorporation,
as amended (“Certificate of Incorporation”) and our Amended and Restated Bylaws (“Bylaws”), both of which
are included as exhibits to the registration statement of which this prospectus is a part. The summary below is also qualified
by provisions of applicable law.
General
Our Certificate of Incorporation provides that
we may issue up to 120,000,000 shares of common stock, par value $0.001 per share. Common stockholders of record are entitled to
one vote for each share held on all matters to be voted on by stockholders. Our Certificate of Incorporation does not provide for
cumulative voting. All shares of common stock outstanding as of the date of this prospectus and, upon issuance and sale, all shares
of common stock that we may offer pursuant to this prospectus, will be fully paid and nonassessable.
Our board of directors is divided into three
classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year.
There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the
shares of common stock eligible to vote for the election of directors can elect all of the directors standing for election.
In the event of a liquidation, dissolution or
winding up of the company, our stockholders are entitled to share ratably in all assets remaining available for distribution to
them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common
stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the
common stock. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by
the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.
Transfer Agent and Registrar
The transfer agent
and registrar for our common stock is American Stock Transfer and Trust.
Stock Exchange Listing
Our common stock is
quoted for trading on the NASDAQ Global Market under the symbol “INAP.”
DESCRIPTION OF PREFERRED
STOCK
We are authorized to
issue 20,000,000 shares of blank check preferred stock, par value $0.001 per share. As of the date of this prospectus, no shares
of our preferred stock were outstanding or designated. The following summary of certain provisions of our preferred stock does
not purport to be complete. You should refer to our Certificate of Incorporation and our Bylaws, both of which are included as
exhibits to the registration statement of which this prospectus is a part. The summary below is also qualified by provisions of
applicable law.
General
Our board of directors
may, without further action by our stockholders, from time to time, direct the issuance of shares of preferred stock in series
and may, at the time of issuance, determine the designations, powers, preferences, and rights of each series, including voting
rights, dividend rights and redemption and liquidation preferences. Satisfaction of any dividend preferences of outstanding shares
of preferred stock would reduce the amount of funds available for the payment of dividends, if any, on shares of our common stock.
Holders of shares of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution
or winding-up of our company before any payment is made to the holders of shares of our common stock. In some circumstances, the
issuance of shares of preferred stock may render more difficult or tend to discourage a merger, tender offer or proxy contest,
the assumption of control by a holder of a large block of our securities or the removal of incumbent management. Upon the affirmative
vote of our board of directors, without stockholder approval, we may issue shares of preferred stock with voting and conversion
rights which could adversely affect the holders of shares of our common stock.
If we offer a specific
series of preferred stock under this prospectus, we will describe the terms of the preferred stock in the prospectus supplement
for such offering and will file a copy of the certificate establishing the terms of the preferred stock with the SEC. To the extent
required, this description will include:
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the title and stated
value;
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the number of shares offered,
the liquidation preference, if any, per share and the purchase price;
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the dividend rate(s), period(s)
and/or payment date(s), or method(s) of calculation for such dividends;
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whether dividends will be
cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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the procedures for any auction
and remarketing, if any;
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the provisions for a sinking
fund, if any;
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the provisions for redemption,
if applicable;
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any listing of the preferred
stock on any securities exchange or market;
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whether the preferred stock
will be convertible into our common stock, and, if applicable, the conversion price (or how it will be calculated) and conversion
period;
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whether the preferred stock
will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will be calculated) and exchange
period;
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voting rights, if any, of
the preferred stock;
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a discussion of any material
and/or special U.S. federal income tax considerations applicable to the preferred stock;
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the relative ranking and
preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs
of the Company; and
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any material limitations
on issuance of any class or series of preferred stock ranking pari passu with or senior to the series of preferred stock as to
dividend rights and rights upon liquidation, dissolution or winding up of the Company.
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Transfer Agent and Registrar
The transfer agent
and registrar for our preferred stock will be set forth in the applicable prospectus supplement.
DESCRIPTION OF WARRANTS
General
We may issue warrants
to purchase shares of our common stock, preferred stock and/or debt securities in one or more series together with other securities
or separately, as described in the applicable prospectus supplement. Below is a description of certain general terms and provisions
of the warrants that we may offer. Particular terms of the warrants will be described in the warrant agreements and the prospectus
supplement relating to the warrants.
The applicable prospectus
supplement will contain, where applicable, the following terms of and other information relating to the warrants:
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the specific designation
and aggregate number of, and the price at which we will issue, the warrants;
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the currency or currency
units in which the offering price, if any, and the exercise price are payable;
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the designation, amount
and terms of the securities purchasable upon exercise of the warrants;
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if applicable, the exercise
price for shares of our common stock and the number of shares of common stock to be received upon exercise of the warrants;
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if applicable, the exercise
price for shares of our preferred stock, the number of shares of preferred stock to be received upon exercise, and a description
of that series of our preferred stock;
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if applicable, the exercise
price for our debt securities, the amount of debt securities to be received upon exercise, and a description of that series of
debt securities;
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the date on which the
right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise
the warrants throughout that period, the specific date or dates on which you may exercise the warrants;
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whether the warrants will
be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although,
in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in
that unit;
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any applicable material U.S. federal income tax consequences;
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the identity of the
warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other
agents;
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the proposed listing, if
any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;
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if applicable, the date
from and after which the warrants and the common stock, preferred stock and/or debt securities will be separately transferable;
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if applicable, the minimum
or maximum amount of the warrants that may be exercised at any one time;
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information with respect
to book-entry procedures, if any;
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the anti-dilution provisions
of the warrants, if any;
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any redemption or call
provisions;
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whether the warrants
may be sold separately or with other securities as parts of units; and
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any additional terms
of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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Outstanding Public Warrants
As of the date of this
prospectus, we had no outstanding public warrants.
Transfer Agent and Registrar
The transfer agent
and registrar for our warrants will be set forth in the applicable prospectus supplement.
Stock Exchange Listing
The stock exchange
that our warrants will be listed on, if any, will be set forth in the applicable prospectus supplement.
DESCRIPTION OF RIGHTS
General
We may issue rights
to our stockholders to purchase shares of our common stock, preferred stock or the other securities described in this prospectus.
We may offer rights separately or together with one or more additional rights, debt securities, preferred stock, common stock or
warrants, as described in the applicable prospectus supplement. Each series of rights will be issued under a separate rights agreement
to be entered into between us and a bank or trust company, as rights agent. The rights agent will act solely as our agent in connection
with the certificates relating to the rights of the series of certificates and will not assume any obligation or relationship of
agency or trust for or with any holders of rights certificates or beneficial owners of rights. The following description sets forth
certain general terms and provisions of the rights to which any prospectus supplement may relate. The particular terms of the rights
to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the rights so
offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the rights, rights
agreement or rights certificates described in a prospectus supplement differ from any of the terms described below, then the terms
described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable rights
agreement and rights certificate for additional information before you decide whether to purchase any of our rights.
We will provide in
a prospectus supplement the following terms of the rights being issued:
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the date of determining
the stockholders entitled to the rights distribution;
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the aggregate number
of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights;
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the aggregate number
of rights issued;
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whether the rights are
transferrable and the date, if any, on and after which the rights may be separately transferred;
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the date on which the
right to exercise the rights will commence, and the date on which the right to exercise the rights will expire;
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the method by which
holders of rights will be entitled to exercise;
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the conditions to the
completion of the offering, if any;
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the withdrawal, termination
and cancellation rights, if any;
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whether there are any
backstop or standby purchaser or purchasers and the terms of their commitment, if any;
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whether stockholders
are entitled to oversubscription rights, if any;
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any applicable material
U.S. federal income tax considerations; and
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any other terms of the
rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights, as applicable.
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Each right will entitle
the holder of rights to purchase for cash the principal amount of shares of common stock, preferred stock or other securities at
the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business
on the expiration date for the rights provided in the applicable prospectus supplement.
Holders may exercise
rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed
and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement,
we will, as soon as practicable, forward the shares of common stock, preferred stock or other securities, as applicable, purchasable
upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed
securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination
of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Rights Agent
The rights agent for
any rights we offer will be set forth in the applicable prospectus supplement.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of debt
securities that we may issue and the related indenture, if any, is only a summary. This description and the description contained
in any prospectus supplement are subject to and qualified in their entirety by reference to the applicable indenture(s), which
will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part.
We may offer secured or unsecured debt securities
in one or more series which may be senior, subordinated or junior subordinated, and which may be convertible or exchangeable into
another security. Unless otherwise specified in the applicable prospectus supplement, our debt securities will be issued in one
or more series under an indenture to be entered into by us and a bank or trust company. As of the date of this prospectus, we have
not entered into any indenture agreements.
The following description briefly sets forth
certain general terms and provisions of the debt securities. The particular terms of the debt securities offered by any prospectus
supplement and the extent, if any, to which these general provisions may apply to the debt securities, will be described in the
applicable prospectus supplement.
The terms of the debt securities will include
those set forth in the applicable indenture and those made a part of the applicable indenture by the Trust Indenture Act of 1939,
or TIA, if any. You should read this summary, the applicable prospectus supplement and the provisions of the applicable indenture
or supplemental indenture, if any, in their entirety before investing in our debt securities.
The prospectus supplement relating to any series
of debt securities that we may offer will contain the specific terms of the debt securities. These terms may include the following:
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the issuer or co-obligors of such debt securities;
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the guarantors of each series, if any, and the terms of the guarantees (including provisions relating to seniority, subordination and release of the guarantees), if any;
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the title and aggregate principal amount of the debt securities and any limit on the aggregate principal amount;
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whether the debt securities will be senior, subordinated or junior subordinated;
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whether the debt securities will be secured or unsecured;
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any applicable subordination provisions;
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the maturity date(s) or method for determining same;
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the interest rate(s) or the method for determining same;
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the dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable and whether interest shall be payable in cash or additional securities;
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whether the debt securities are convertible or exchangeable into other securities and any related terms and conditions;
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redemption or early repayment provisions;
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authorized denominations;
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form;
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if other than the principal amount, the principal amount of debt securities payable upon acceleration;
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place(s) where payment of principal and interest may be made, where debt securities may be presented and where notices or demands upon the company may be made;
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whether such debt securities will be issued in whole or in part in the form of one or more global securities and the date as of which the securities are dated if other than the date of original issuance;
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amount of discount or premium, if any, with which such debt securities will be issued;
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any covenants applicable to the particular debt securities being issued;
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any defaults and events of default applicable to the particular debt securities being issued;
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the currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, such debt securities will be payable;
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the time period within which, the manner in which and the terms and conditions upon which the holders of the debt securities or the issuer or co-obligors, as the case may be, can select the payment currency;
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our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;
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any restriction or conditions on the transferability of the debt securities;
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the securities exchange(s) on which the debt securities will be listed, if any;
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whether any underwriter(s) will act as a market maker(s) for the debt securities;
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the extent to which a secondary market for the debt securities is expected to develop;
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provisions granting special rights to holders of the debt securities upon occurrence of specified events;
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compensation payable to and/or reimbursement of expenses of the trustee of the series of debt securities;
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provisions for the defeasance of the debt securities or related to satisfaction and discharge of the indenture;
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provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture and the execution of supplemental indentures for such series; and
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any other terms of the debt securities (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or delete any of the terms of the indenture with respect to such series debt securities).
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General
We may sell the debt securities, including original
issue discount securities, at par or at a substantial discount below their stated principal amount. Unless we inform you otherwise
in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of
the debt securities of such series or any other series outstanding at the time of issuance. Any such additional debt securities,
together with all other outstanding debt securities of that series, will constitute a single series of securities under the applicable
indenture.
We will describe in the applicable
prospectus supplement any other special considerations for any debt securities we sell which are denominated in a currency or
currency unit other than U.S. dollars. In addition, debt securities may be issued where the amount of principal and/or
interest payable is determined by reference to one or more currency exchange rates, commodity prices, equity indices or other
factors. Holders of such securities may receive a principal amount or a payment of interest that is greater than or less than
the amount of principal or interest otherwise payable on such dates, depending upon the value of the applicable currencies,
commodities, equity indices or other factors. Information as to the methods for determining the amount of principal or
interest, if any, payable on any date, the currencies, commodities, equity indices or other factors to which the amount
payable on such date is linked. Will be described in the applicable prospectus supplement.
United States federal income tax consequences
and special considerations, if any, applicable to any such series will be described in the applicable prospectus supplement. Unless
we inform you otherwise in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange.
We expect most debt securities to be issued
in fully registered form without coupons and in denominations of $1,000 and any integral multiples of $1,000 in excess thereof.
Subject to the limitations provided in the applicable indenture and in the prospectus supplement, debt securities that are issued
in registered form may be transferred or exchanged at the designated corporate trust office of the trustee, without the payment
of any service charge, other than any tax or other governmental charge payable in connection therewith.
Global Securities
Unless we inform you otherwise in the applicable
prospectus supplement, the debt securities of a series may be issued in whole or in part in the form of one or more global securities
that will be deposited with, or on behalf of, a depositary identified in the applicable prospectus supplement. Global securities
will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part
for the individual debt securities, a global security may not be transferred except as a whole by the depositary for such global
security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary
or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. The specific terms
of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of
beneficial interests in a global security will be described in the applicable prospectus supplement.
Governing Law
The indentures and the corresponding debt securities
shall be construed in accordance with and governed by the laws of the State of New York.
DESCRIPTION
OF UNITS
General
We may, from time to time, issue units comprised
of one or more of the other securities that may be offered under this prospectus, in any combination. Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have
the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide
that the securities included in the unit may not be held or transferred separately at any time, or at any time before a specified
date.
Below is a description of certain general terms and provisions of the units that we
may offer. Particular terms of the units will be described in the unit agreement and the prospectus supplement relating to the
units.
The
applicable prospectus supplement will contain, where applicable, the following terms of and other information relating to the
units:
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the material terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
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any material provisions relating to the issuance, payment, settlement, transfer or exchange of the units or of the
securities comprising the units;
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any applicable material U.S. federal income tax consequences; and
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any material provisions of the governing unit agreement that differ from those described
above.
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The terms and conditions described
under “Description of Common Stock,” “Description of Preferred Stock,” “Description of
Warrants,” “Description of Rights”, and “Description of Debt Securities” will apply to any
common stock, preferred stock, warrants, rights or debt securities, as applicable, included in each unit, unless otherwise
specified in the applicable prospectus supplement.
Plan
of Distribution
We may sell the offered securities through
agents, through underwriters or dealers, directly to one or more purchasers or through a combination of any of these methods of
sale. We will identify the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and
their compensation in a prospectus supplement.
Legal
Matters
The validity of the offered securities will
be passed on for the Company by Jenner & Block LLP, Chicago, Illinois.
Experts
The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K of Internap Corporation for the year ended December 31, 2016 have been so incorporated in reliance on the report (which contains an adverse opinion on the effectiveness of internal control over financial reporting) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.
Other Expenses of Issuance and Distribution
The following is a statement of the estimated
expenses (other than underwriting compensation) to be incurred by us in connection with an offering of securities registered under
this registration statement.
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SEC registration fee
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$
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14,488
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Rating agency fees
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Printing
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*
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Legal fees and expenses
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*
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Trustee fees
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*
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Accounting fees and expenses
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*
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Miscellaneous
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*
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Total
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$
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These fees are calculated based on the specific securities
offered and the number of issuances and accordingly cannot be estimated at this time.
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Item 15.
Indemnification of Directors and Officers
Section 145(a) of
the Delaware General Corporation Law (the “DGCL”) provides that a Delaware corporation may indemnify any person who
was or is a party or is threatened to be made a party to 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) by reason of the
fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 145(b) of
the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’
fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he
or she acted under similar standards, except that no indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses
which the court shall deem proper.
Section 145 of the
DGCL further provides that to the extent a former or current director, officer, employee or agent of a corporation has been successful
in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim,
issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably
incurred by him or her in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled; and that the corporation may purchase and maintain insurance
on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him or her or incurred
by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power
to indemnify him or her against such liabilities under Section 145.
Article VII of the
Certificate of Incorporation provides that the liability of directors of the Company for monetary damages will be eliminated to
the fullest extent under applicable law. Article VII does not affect the liability of a director for any breach of his or
her duty of loyalty, for acts or omissions not in good faith or that involve intentional misconduct, for any conduct proscribed
under Section 174 of the DGCL or for any transaction from which the director derived an improper personal benefit.
In addition, the Company
has entered into indemnification agreements with each director and certain officers of the Company. The indemnification agreements
indemnify these individuals against all expenses incurred in connection with any action or investigation involving the director
or officer by reason of his or her position with the Company (or with another entity at the Company’s request). The directors
and officers who have entered into indemnification agreements will also be indemnified for costs, including judgments, fines and
penalties, indemnifiable under Delaware law or under the terms of any current or future liability insurance policy maintained by
the Company that covers the directors and officers. Pursuant to the indemnification agreements, a director or officer involved
in a derivative suit will be indemnified for expenses and amounts paid in settlement. Indemnification is dependent in every instance
on the director or officer meeting the standards of conduct set forth in the indemnification agreements.
The Company also maintains
in force a policy of liability insurance for its directors and officers.
The above discussion of
the DGCL, Certificate of Incorporation, Bylaws and indemnification agreements is not intended to be exhaustive and is qualified
in its entirety by such statute, the Certificate of Incorporation, Bylaws and indemnification agreements.
Item 16.
Exhibits
A list of exhibits filed with this registration
statement on Form S-3 is set forth on the Exhibit Index and is incorporated herein by reference.
Item 17.
Undertakings
(a) the undersigned registrant
hereby undertakes:
(1) to file, during any period in
which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933, as amended;
(ii) To 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii) To 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;
provided, however
, that paragraphs (i), (ii) and
(iii) do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by a registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
(2) that, for the purpose of determining
any liability under the Securities Act of 1933, as amended, 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 remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(4) that, for the purpose of determining
liability under the Securities Act of 1933, as amended, to any purchaser:
(A) each prospectus filed by a
registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(B) each prospectus required to
be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to
an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by
Section 10(a) of the Securities Act of 1933, as amended, shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof,
provided
,
however
, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
and
(5) that, for the purpose of determining
liability of a registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities,
the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus
or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) the portion of any other
free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and
(iv) any other communication that
is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934, as amended) that is incorporated by reference in this 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) Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant
of expenses incurred or paid by a director, officer or controlling person of a registrant 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,
a registrant 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 of 1933, as amended, and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes
that:
(1)
for
purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective, and
(2) for the purpose of determining
any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus 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.
(e)
The
undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set
forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of
unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public
offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective
amendment will be filed to set forth the terms of such offering.
(f) The undersigned registrant hereby undertakes
to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310
of the Trust Indenture Act (“TIA”) in accordance with the rules and regulations prescribed by the Commission under
section 305(b)(2) of the TIA.
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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia on March 14, 2017 .
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INTERNAP CORPORATION
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By:
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/s/ Peter D. Aquino
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Peter D. Aquino
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President and Chief Executive Officer
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SIGNATURES
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 dates indicated.
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Signature
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Title
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Date
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/s/ Peter D. Aquino
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Peter D. Aquino
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President, Chief Executive Officer and Director
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March
14, 2017
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(Principal Executive Officer)
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/s/ Robert M. Dennerlein
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Robert M. Dennerlein
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Chief Financial Officer
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March 14
, 2017
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(Principal Financial Officer)
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/s/ Mark Weaver
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Vice President and Corporate Controller
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March 14, 2017
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Mark Weaver
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(Principal Accounting Officer)
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*
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Daniel C. Stanzione
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Chairman and Director
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March
14, 2017
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*
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Charles B. Coe
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Director
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March
14, 2017
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*
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Patricia L. Higgins
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Director
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March
14, 2017
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*
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Gary M. Pfeiffer
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Director
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March
14, 2017
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*
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Peter J. Rogers, Jr.
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Director
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March
14, 2017
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*
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Debora J. Wilson
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Director
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March
14, 2017
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*
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Pursuant to Power of Attorney
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/s/ Peter D. Aquino
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Peter D. Aquino
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EXHIBIT INDEX
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Exhibit No.
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Document
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1.1
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Form of Underwriting Agreement*
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4.1
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Copy of Specimen Certificate for shares of common stock of the Company (incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (File No. 333-153766), filed October 1, 2008)
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4.2
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Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K, filed March 2, 2010)
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4.3
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Certificate of Amendment of Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed June 21, 2010)
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4.4
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Certificate of Amendment to the Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed November 25, 2014)
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4.5
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Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed November 25, 2014)
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4.6
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Form of Certificate of Amendment or Designation with respect to Preferred Stock*
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4.7
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Form of Warrant Agreement and Warrant Certificate*
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4.8
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Form of Rights Agreement and Right Certificate*
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4.9
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Form of Debt Security*
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4.10
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Form of Indenture†
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4.11
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Form of Unit Agreement*
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5
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Opinion of Jenner & Block LLP
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12
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Statement regarding computation of ratio of earnings to fixed charges
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23.1
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Consent of Jenner & Block LLP (included in Exhibit)
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23.2
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Consent of PricewaterhouseCoopers LLP
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24
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Power of Attorney with respect to Internap Corporation (reference is made to the signature
page)†
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25
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The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Indenture will be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939
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*
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To be filed by amendment or under cover of Form 8-K.
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†
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Previously filed.
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