As filed with the Securities and Exchange Commission on June 23, 2011
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Interxion Holding N.V.
(Exact Name of Registrant as Specified in Its Charter)
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The Netherlands
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Not Applicable
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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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Tupolevaan 24
1119 NX Schiphol-Rijk
The Netherlands
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Not Applicable
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(Address of Principal Executive Offices)
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(Zip Code)
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Interxion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan and the Interxion
Holding
N.V. 2011 International Stock Option and Incentive Master Award Plan
(Full Title of the Plan)
CT Corporation
System
111 Eighth Avenue
New York, New York 10011
United States
(Name and Address of Agent for Service)
(212) 894-8940
(Telephone Number, Including Area Code, of Agent for
Service)
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 definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act:
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(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
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Title of
Securities to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Ordinary Shares, 0.10 nominal value per share
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3,129,133
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$4.15 (2)
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$12,985,902 (2)
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$1,510
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Ordinary Shares, 0.10 nominal value per share
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5,273,371
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$13.75 (3)
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$72,508,852 (3)
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$8,476
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(1)
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This Registration Statement covers 8,402,504 ordinary shares of Interxion Holding N.V., 0.10 nominal value per share (the Ordinary Shares), of which
(i) 3,129,133 Ordinary Shares are issuable upon the exercise of options outstanding (the 2008 Options) under the Interxion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan and (ii) 5,273,371 Ordinary
Shares are issuable upon the exercise of options outstanding under the Interxion Holding N.V. 2011 International Stock Option and Incentive Master Award Plan. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
Securities Act), there shall also be deemed registered hereby such additional number of ordinary shares of the Registrant as may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar
transactions.
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(2)
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Estimated in accordance with Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the amount of the registration fee, based
on the weighted average exercise price of the 2008 Options, which was 2.90 or $4.15, based on the noon buying rate of 1.00 to $1.4326 in The City of New York for cable transfers of euro as certified for customs purposes by the Federal
Reserve Bank of New York as of June 17, 2011.
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(3)
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Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, based upon
the average of the high and low sales prices for the Ordinary Shares as quoted on the New York Stock Exchange on June 17, 2011, of $13.75 per share.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information
required by Part I has been sent or given to employees as specified by Rule 428 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference
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The following documents, filed with the Securities and Exchange Commission (the Commission) by Interxion Holding N.V. (the Company), are incorporated by reference into this
Registration Statement:
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(1)
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The Companys annual report on Form 20-F for the fiscal year ended December 31, 2010 filed on April 27, 2011;
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(2)
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The Companys current reports on Form 6-K filed on March 23, 2011, May 3, 2011, May 17, 2011, June 1, 2011 and June 9,
2011; and
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(3)
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The description of the Companys Ordinary Shares contained in its Registration Statement on Form 8A filed with the Commission on January 25, 2011
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), which incorporates by reference the description of the Companys Ordinary Shares set forth under Description of Capital
Stock in the Companys Registration Statement on Form F1 (File No. 333171662), as amended, which was originally filed with the Commission on January 12, 2011.
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In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold, including
any Form 6-K which the Company files with the Commission wherein such Form 6-K is expressly incorporated by reference into this prospectus, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of
such documents with the Commission.
Any statement contained in a document incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded.
Item 4.
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Description of Securities
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Not Applicable.
Item 5.
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Interests of Named Experts and Counsel
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Not Applicable.
Item 6.
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Indemnification of Directors and Officers
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Under Dutch law, indemnification provisions may be included in the articles of association. Accordingly, the Companys articles of association, as amended on January 28, 2011, provide that the
Company shall indemnify the members of the board of directors and the former members of the board of directors for damages, fines and various costs and expenses related to claims brought against them in connection with the
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exercise of their duties. However, there shall be no entitlement to reimbursement if and to the extent that (i) the laws of the Netherlands would not permit such indemnification; (ii) a
Dutch court has established in a final and conclusive decision that the act or failure to act of the person concerned may be characterized as willful (opzettelijk), intentionally reckless (bewust roekeloos) or seriously culpable (ernstig
verwijtbaar), unless Dutch law provides otherwise or this would, in view of the circumstances of the case, be unacceptable according to standards of reasonableness and fairness, or (iii) the costs, damages or fines payable by the person
concerned are covered by any liability insurance and the insurer has paid out the costs or financial loss. The Company may take out liability insurance for the benefit of the directors, and may enter into indemnification agreements with the members
of the board of directors to provide for further details on these matters.
Item 7.
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Exemption from Registration Claimed
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Not Applicable.
Reference is
made to the attached exhibit index, which is incorporated by reference herein.
The
undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and
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(iii)
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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;
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provided
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however
, that paragraph (1)(i) and
(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, 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.
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(3)
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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.
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the registrants annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and each filing of an employee benefit plans annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the 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.
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the 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, the 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 Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands, on June 23, 2011.
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INTERXION HOLDING N.V.
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By
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/s/ David C. Ruberg
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Name:
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David C. Ruberg
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Title:
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Chief Executive Officer
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We, the undersigned officers and directors of Interxion Holding N.V., hereby severally constitute
and appoint David C. Ruberg, our true and lawful attorney, with full power to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said
registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Interxion Holding N.V. to comply with the provisions of the Securities Act, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed 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/ David C. Ruberg
David C. Ruberg
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Chief Executive Officer and Executive
Director (Principal Executive Officer)
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June 23, 2011
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/s/ Josh Joshi
M.V. Josh Joshi
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Chief Financial Officer (Principal
Financial and Accounting Officer)
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June 23, 2011
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/s/ John Baker
John Baker
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Non-Executive Director
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June 23, 2011
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/s/ Robert M. Manning
Robert M. Manning
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Non-Executive Director
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June 23, 2011
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/s/ Peter E.D. Ekelund
Peter E.D. Ekelund
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Non-Executive Director
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June 23, 2011
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/s/ Cees van Luijk
Cees van Luijk
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Non-Executive Director
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June 23, 2011
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/s/ Paul Schroder
Paul Schroder
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Non-Executive Director
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June 23, 2011
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/s/ Jean F.H.P. Mandeville
Jean F.H.P. Mandeville
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Non-Executive Director
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June 23, 2011
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/s/ Donald J. Puglisi
Donald J. Puglisi
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Authorized Representative in the
United States
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June 23, 2011
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5
EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1
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The Interxion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan
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4.2
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The Interxion Holding N.V. 2011 International Stock Option and Incentive Master Award Plan
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5
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Opinion of Linklaters LLP
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23.1
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Consent of KPMG Accountants N.V.
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23.2
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Opinion of Linklaters LLP (included in Exhibit 5)
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24
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Power of Attorney (included as part of the Companys signature page)
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