less management's estimates of uncollectible registrations and of non-renewals.
Except as otherwise noted, all information in this Prospectus assumes no
exercise of the Underwriters' over-allotment option. See "Description of Capital
Stock," "Underwriting" and Notes to Financial Statements.
    
 
                                  THE COMPANY
 
   
     Network Solutions is the leading Internet domain name registration service
provider worldwide. The Company currently acts as the exclusive registrar for
second level domain names within the .com, .org, .net, .edu and .gov top-level
domains ("TLDs"). By registering Internet domain names, the Company enables
businesses, other organizations and individuals to establish a unique Internet
presence from which to communicate and conduct commerce. Net registrations
within the TLDs maintained by the Company increased by 206% from approximately
340,000 domain names registered at June 30, 1996 to approximately 1,040,000
domain names registered at June 30, 1997. The Company believes that commercial
enterprises and individual Internet users worldwide are increasingly recognizing
the .com TLD as a desirable address for commercial presence on the Internet. Net
registrations in the .com TLD increased from approximately 304,000 at June 30,
1996 to approximately 908,000 at June 30, 1997, representing 87% of the
Company's total net registrations at June 30, 1997. With over 10 million
businesses and over 750,000 active trademarks and service marks in the United
States alone, the Company believes that the potential for continued growth of
domain name registrations by commercial entities and services related to those
registrations is substantial. Net revenue from Internet domain name registration
subscriptions accounted for 81.0% of the Company's net revenue for the six
months ended June 30, 1997.
    
 
   
     The Company also provides Intranet consulting and network design and
implementation services to large companies that desire to establish or enhance
their Internet presence or "re-engineer" legacy network infrastructures to
accommodate the integration of both Internet connectivity and Intranet network
technology into their information technology base. The Company's Intranet
services presently include: (i) Intranet development and re-engineering; (ii)
network and systems security; and (iii) Intranet-enabled business solutions.
According to Zona Research, Inc., the market for Intranet services in the year
1999 will exceed $14 billion, up from $3 billion in 1996. There can be no
assurance that such market forecast will be achieved. Net revenue from Intranet
services accounted for 19.0% of the Company's net revenue for the six months
ended June 30, 1997.
    
 
   
     The Company currently acts as the registrar for second level domain names
within the .com, .org, .net, .edu and .gov TLDs pursuant to a cooperative
agreement (the "Cooperative Agreement") with the National Science Foundation
(the "NSF"). Prior to September 14, 1995, the Cooperative Agreement was a cost
reimbursement plus fixed-fee contract and the Company was paid directly by the
NSF for providing registration services. Effective September 14, 1995, the NSF
and the Company amended the Cooperative Agreement to authorize the Company to
charge customers a subscription fee of $50 per year for each second level domain
name registered. The Company's registration services customers in the .com, .org
and .net TLDs are invoiced for a two-year subscription fee of $100 for initial