##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 
 Amendment No. 1 Form 10-K/A
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended August 31, 2004 Commission File Number: 0-17932 Interland, Inc. ( Exact name of registrant as specified in its charter )
 Minnesota
    
    41-1404301(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 303 Peachtree Center Avenue, Suite 500, Atlanta, GA 30303(Address, including Zip Code, of principal executive offices) (404) 720-8301(Registrants telephone number, including area code) Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share
Registered on The Nasdaq National Market Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes þ No o The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 29, 2004 was approximately $84 million. The number of outstanding shares of the registrants Common Stock on September
30, 2004 was 16,091,602.    Part III of the Annual Report on Form 10-K filed by Registrant on November 15,
2004 is amended as set forth below. Except as modified herein, the Registrant
incorporates into this Form 10-K/A the contents of the Annual Report filed on
November 15, 2004. The Registrant does not undertake to update any item on that
Annual Report other than those items set forth below.




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TABLE OF CONTENTS  Part IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and ManagementItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accounting Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEX-21.01 SUBSIDIARIES OF THE REGISTRANTEX-31.1 SECTION 302 CERTIFCATION OF CEOEX-31.2 SECTION 302 CERTIFICATION OF CFOEX-32.1 SECTION 906 CERTIFICATION OF CEOEX-32.2 SECTION 906 CERTIFICATION OF CFO    Table of Contents  
 Part III 
 Item 10. Directors and Executive Officers of the Registrant. Executive Officers and Directors of the Registrant The executive officers and directors of the Company and their ages as of
October 30, 2004, were as follows: Name
    
    Age
    
    PositionJoel J. Kocher
    
    
    48
    
    
    Chairman of the Board of Directors, President and Chief Executive OfficerAllen L. Shulman
    
    
    56
    
    
    Senior Vice President, Chief Financial Officer, and Executive CounselRichard A. Pitrolo
    
    
    44
    
    
    Vice President, Service DeliveryWilliam Jones
    
    
    44
    
    
    Chief Information Officer, Vice President of OperationsJuan G. Troncoso
    
    
    42
    
    
    Vice President, Finance & AccountingJames A. Lambert
    
    
    38
    
    
    Vice President, Human ResourcesJonathan B. Wilson
    
    
    38
    
    
    Vice President, General CounselGlenn R. Hofmann
    
    
    39
    
    
    Vice President, Products and TechnologyJohn B. Balousek
    
    
    59
    
    
    DirectorJohn Patrick Crecine
    
    
    65
    
    
    DirectorRobert Lee
    
    
    56
    
    
    DirectorEdward Shapiro
    
    
    39
    
    
    DirectorRobert T. Slezak
    
    
    47
    
    
    Director
 Joel J. Kocheris Chairman, President and Chief Executive Officer. He joined
the Company in January 1998 as President, Chief Operating Officer, and
Director, and was appointed Chairman and Chief Executive Officer in June 1998.
Prior to joining the Company, Mr. Kocher served as President and Chief
Operating Officer at Power Computing Corporation, a personal computer company,
from December 1996 until August 1997. He served as Executive Vice President and
then Chief Executive Officer of Artistsoft, Inc., a computer networking and
telephony company, from August 1994 to January 1996. From 1987 to 1994, he held
several senior executive positions with Dell Computer Corporation, including
President, Worldwide Sales, Marketing and Services. Allen L. Shulmanis Senior Vice President, Chief Financial Officer and
Executive Counsel. He was elected as Senior Vice President, Chief Financial
Officer, and General Counsel in October 2002, after serving as Vice President
and General Counsel since joining the Company in November 2001. Mr. Shulman
served as General Counsel of CheckFree Corporation from May 1997 until October
2001 and additionally as Chief Financial Officer from August 1998 to June 2000.
From 1983 to 1996, Mr. Shulman held a number of executive positions with United
Refrigerated Services, Inc., including Chief Operating Officer, Chief Financial
Officer, and General Counsel. From 1974 to 1983, he practiced law in New Jersey
and in Chicago where he was a partner in the firm of Conklin & Adler. Richard A. Pitrolois Vice President of Service Delivery. He joined the Company
in November 2003. Prior to joining the Company, Mr. Pitrolo was most recently
Vice President of Operations for Stream International, a global leader in
outsourced technology and customer support service, from June 2000 to October
2003. Mr. Pitrolo also served as Director of Operations and Support at Inacom
Corporation from August 1998 to June 2000. Mr. Pitrolo has served as President
and General Manager of PC Technologies Services, as well as holding numerous
management positions within Gateway Corporation. William Jonesbecame Chief Information Officer, Vice President of Operations in
July 2003. Prior to joining Interland, Mr. Jones was CIO of Tivoli Systems
from May 2000 to January 2003, and was director of Americas infrastructure
services for the IBM Software Group from November 1998 to May 2000. From
October 1996 to October 1998, he served as director of operations in the IT
group for ENTEX Information Services, a privately held computer systems
reseller and services company. During his 14-year tenure at Electronic Data
Systems (EDS) from June 1982 to October 1996, he held various technical and
management positions with emphasis on information technology operations. Juan G. Troncosohas served as Vice President of Finance & Accounting since
September 2003, after serving as Vice President of Finance since joining the
company in March of 2001. Prior to joining Interland, Mr. Troncoso served as
Finance Director for PSINet from 2000 to 2001, Latin American Controller for
Anixter International from 1999 to 2000, Director of Global Acquisitions for
Chatham International from 1998 to 1999. Mr. Troncoso also held several
positions at SRC International from 1986 to 1998, including Vice President of
Finance & Administration, Corporate Controller and Chief Financial Officer. James A. Lambertjoined the Company in June of 1998 in the Human Resources
department and has served as Vice President of Human Resources since April
2004. Mr. Lambert has accumulated more than twelve years of experience in all
aspects of the human resources field. Prior to joining Interland, Mr. Lambert
held numerous human resources positions with both large and small
organizations, including Boise Cascade Corporation and Idaho Power Company.
Additionally, Mr. Lambert has more than ten years of manufacturing and
logistics experience. Jonathan B. Wilsonjoined Interland-Georgia in 2001 and was promoted to General
Counsel in January 2004. Prior to joining Interland Mr. Wilson was the General
Counsel of Pivotry Corporation, an Internet start-up, from July 2000 to
November 2000. Before July 2000, Mr. Wilson was an attorney with King &
Spalding for approximately two years. As an attorney, Mr. Wilsons primary
expertise is in the law governing the Internet and Intellectual Property. Mr.
Wilson is the Chair of the Internet Industry Committee for the ABAs Public
Utility, Communications and Transportation Law Section and has served in that
capacity since founding the committee in 1997. Glenn R. Hofmannjoined the Company in 1998 as Director of Internal Audit. Mr.
Hofmann has also held management positions in Project Management, was the AVP
of Information Technologies, and was most recently promoted to Vice President
of Products and Technology in April 2004. Prior to joining Interland, Mr.
Hofmann was Application Supervisor of Dakota Clinic, Ltd. from July 1996 to
August 1998. Mr. Hofmann brings over 17 years of diverse business experience to
this position focused primarily in the areas of systems implementation, project
management and team leadership. John B. Balousekhas served as a member of the board of directors since August
1999. He currently serves as a Director on the boards of Aptimus, Inc. and
Central Garden & Pet Company, both publicly held companies, and several
privately held firms. From 1998 to 1999, Mr. Balousek served as Executive Vice 1




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President and a founder of PhotoAlley.com, a San Francisco-based start-up
company providing electronic commerce services. He served as Chairman and CEO
of True North Technologies, a digital and interactive services company of True
North Communications, parent company of Foote Cone & Belding Communications,
Inc., a global advertising and communications company, from March to July 1996.
Mr. Balousek continued to serve as a director of True North Communications
until January 1997. From 1991 to February 1996, Mr. Balousek served as
President, Chief Operating Officer and Director of Foote Cone & Belding
Communications. Dr. John Patrick Crecinebecame a director of Interland in November 2003. Dr.
Crecine is Chief Executive Officer of B.P.T., Inc., a private investor, and
consultant. He was President of the Georgia Institute of Technology from 1987
to mid-1994. Previously he served as a Professor at the University of Michigan
and founding Director of the Institute of Public Policy Studies from 1965 to
1975. He became Dean of the College of Humanities and Social Sciences at
Carnegie Mellon University in 1976, a position he held until 1983 when he
became the Universitys Provost and Senior Vice President for Academic Affairs.
He held that position until his Georgia Tech appointment. He also has been a
director of INTERMET Corporation, a publicly held company, since 1993. Robert Leehas served as a member of the board of directors since April 1999.
He is currently also a director on the boards of Broadvision, Inc. and Netopia,
Inc., both privately held companies, Blue Shield of California, a not-for-profit
corporation which operates the third largest health plan in
California, and one privately held firm. From 1995 to May 1998, Mr. Lee served as
President of Business Communications Services for Pacific Bell. Mr. Lee also
served as Executive Vice President, California Market Group, for Pacific Bell
from 1993 to 1995. Since May 1998, Mr. Lee has been a private investor and
consultant. Edward Shapirohas served as a member of the board of directors since March
2002. He is currently a partner with PAR Capital Management, Inc. He also has
held the positions of vice president with Wellington Management Company LLC,
and financial analyst with Morgan Stanley & Co. He serves as a director on the
boards of two privately held firms. Robert T. Slezakhas served as a member of the board of
directors since August
2001. He currently also serves as a director on the boards of Pegasus
Communications Corp. and Matrix Bancorp, Inc., both of which are publicly held
companies. Mr. Slezak has worked as an independent management consultant since
November 1999. From October 1989 to November 1999, Mr. Slezak served as Chief
Financial Officer of Ameritrade Holding Corporation, managing the accounting,
finance, tax, mergers and acquisitions and regulatory reporting functions of
this online brokerage firm. Audit Committee Composition The Company has a separately designated standing audit committee
established in accordance with Section 3(a)(58)(A) of the Securities Exchange
Act of 1934, as amended (the Exchange Act). John B. Balousek, John Patrick
Crecine, and Robert T. Slezak are members of the audit committee. Robert Lee
was a member of the audit committee until his resignation from the Committee in
May 2004. The Companys Board of Directors has determined that all members of
the Companys Audit Committee (as well as Mr. Lee) are independent as defined
in Rules 1400(a)(14) of the NASDAQ listing standards. Audit Committee Financial Expert The Companys Board of Directors has determined that in its judgment, Mr.
Slezak qualifies as an audit committee financial expert in accordance with
the applicable rules and regulations of the Securities and Exchange Commission
(SEC). An audit committee financial expert is a person who has (1) an
understanding of generally accepted accounting principles and financial
statements; (2) the ability to assess the general application of such
principles in connection with the accounting for estimates, accruals and
reserves; (3) experience preparing, auditing, analyzing or evaluating financial
statements that present a breadth and level of complexity of accounting issues
that are generally comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by the registrants financial statements,
or experience actively supervising one or more persons engaged in such
activities; (4) an understanding of internal controls and procedures for
financial reporting; and (5) an understanding of audit committee functions. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Companys directors and officers and persons who own beneficially more than
10% (collectively, the Beneficial Owners) of a registered class of the
Companys equity securities, to file initial reports of ownership and reports
of changes of ownership with the SEC. Copies of all filed reports are required
to be furnished to the Company pursuant to Section 16(a). Based solely on the
reports received by the Company and on written representations from reporting
persons, the Company believes that the Beneficial Owners complied with all
applicable Section 16(a) filing requirements during the fiscal year ended
August 31, 2004, except each of Cindy Appel, William Jones, Joel Kocher,
Richard A. Pitrolo and Allen L. Shulman filed one late Form 4 to report one
exempt option grant. 
 Item 11. Executive Compensation COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS Compensation of Executive Officers The following table sets forth the cash and non-cash compensation for each
of the last three fiscal years for services rendered to the Company, its
predecessors and its subsidiaries, awarded to or earned by any individual who
served as Chief Executive Officer of the Company during fiscal 2004 and each of
the other four most highly compensated executive officers of the Company who
were serving as executive officers at the end of fiscal 2004 whose combined
salary and bonus earned in fiscal 2004 exceeded $100,000 and two former
executive officers who were no longer officers at fiscal year end but who would
have been among the most highly compensated executive officers for the fiscal
year (collectively, the Named Executive Officers): 2




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SUMMARY COMPENSATION TABLE Long-TermCompensationAnnual Compensation
    
    
    
    
    
    AwardsFiscal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other Annual
    
    
    
    
    
    Securities
    
    
    
    
    
    All OtherName and Principal Position
    
    Year
    
    Salary (1)
    
    
    
    
    
    Bonus (2)
    
    
    
    
    
    Compensation (3)
    
    
    
    
    
    Underlying Options
    
    
    
    
    
    Compensation (4)Joel J. Kocher
    
    
    2004
    
    
    $
    257,570
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    87,309
    
    
    
    (6
    )
    
    
    10,000
    
    
    
    
    
    
    $
    Chairman, President, and Chief
    
    
    2003
    
    
    
    382,391
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    194,920
    
    
    
    (19
    )
    
    
    35,000
    
    
    
    (5
    )
    
    
    Executive Officer
    
    
    2002
    
    
    
    364,846
    
    
    
    
    
    
    
    162,000
    
    
    
    
    
    
    
    83,301
    
    
    
    (6
    )
    
    
    100,000
    
    
    
    (7
    )
    
    
    Allen L. Shulman
    
    
    2004
    
    
    
    256,401
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,000
    
    
    
    
    
    
    
    Senior Vice President, Chief
    
    
    2003
    
    
    
    251,750
    
    
    
    
    
    
    
    84,966
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,500
    
    
    
    (5
    )
    
    
    1,926Financial Officer and Executive
Counsel
    
    
    2002
    
    
    
    166,538
    
    
    
    
    
    
    
    77,289
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    (5
    )
    
    
    William Jones
    
    
    2004
    
    
    
    201,099
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    
    
    
    
    Chief Information Officer and
    
    
    2003
    
    
    
    130,769
    
    
    
    
    
    
    
    29,538
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    
    
    
    
    54,340
    (14)Vice President of Operations(10)
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    Juan G. Troncoso
    
    
    2004
    
    
    
    141,923
    
    
    
    
    
    
    
    18,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,000
    
    
    
    
    
    
    
    Vice President, Finance &
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accounting (11)
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Richard A. Pitrolo
    
    
    2004
    
    
    
    142,788
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    
    
    
    
    37,678
    (16)Vice President, Service Delivery(12)
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tiffani Bova
    
    
    2004
    
    
    
    269,210
    
    
    
    (18
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    148,611
    (15)Former Vice President, Sales
    
    
    2003
    
    
    
    233,077
    
    
    
    
    
    
    
    144,381
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,000
    
    
    
    (5
    )
    
    
    18,731
    (21)and Channel Programs (17)
    
    
    2002
    
    
    
    9,808
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,000
    
    
    
    (5
    )
    
    
    25,000
    (22)Savino R. Ferrales
    
    
    2004
    
    
    
    160,220
    
    
    
    
    
    
    
    4,800
    
    
    
    
    
    
    
    48,100
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    139,800
    (15)Former Senior Vice President
    
    
    2003
    
    
    
    244,792
    
    
    
    
    
    
    
    91,047
    
    
    
    
    
    
    
    48,366
    
    
    
    (8
    )
    
    
    17,500
    
    
    
    (5
    )and Chief Resource Officer (13)
    
    
    2002
    
    
    
    264,000
    
    
    
    
    
    
    
    164,025
    
    
    
    (20
    )
    
    
    57,745
    
    
    
    (8
    )
    
    
    23,000
    
    
    
    (7
    )
    
    
    270,000
    (9)
   (1)
    
    Includes compensation deferred by the employee under the Companys qualified 401(k) retirement plans.(2)
    
    Includes amounts paid under the Companys profit sharing plans and amounts awarded and paid under the Management and Executive Incentive Plan (the Incentive Plan, formerly the Micron Electronics, Inc. Executive Bonus Plan) for fiscal 2004 and earned and paid under the Incentive Plan for prior fiscal years.(3)
    
    Excludes certain perquisites and other amounts that in the aggregate did not exceed the lesser of $50,000 or 10% of the total annual salary and bonuses for the officer.(4)
    
    Except as otherwise noted, consists of matching contributions made by the Company under qualified 401(k) retirement plans.(5)
    
    Represents options to purchase shares of the Companys common stock granted under the Companys 2002 Equity Incentive Plan.(6)
    
    Represents amounts the Company paid for travel to and lodging near the Companys headquarters, as Mr. Kocher does not reside in the Atlanta area.(7)
    
    Represents an option to purchase shares of the Companys common stock granted under the Companys 1995 Stock Option Plan.(8)
    
    Represents amounts the Company paid for travel to and lodging near the Companys headquarters, as Mr. Ferrales did not reside in the Atlanta area.(9)
    
    Represents a retention bonus of $270,000 earned in fiscal 2002.(10)
    
    This individuals employment with the Company commenced on January 13, 2003, and he became an executive officer on January 13, 2003.(11)
    
    This individuals employment with the Company commenced on April 2, 2001, and he became an executive officer on October 29, 2004.(12)
    
    This individuals employment with the Company commenced on November 10, 2003, and he became an executive officer on November 10, 2003.(13)
    
    This individuals employment with the Company terminated on April 9, 2004.(14)
    
    Represents payment of $54,340 by the Company for relocation costs, including reimbursement for related taxes. 3




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(15)
    
    Represents severance payment.(16)
    
    Includes $15,406 of relocation assistance and $22,272 as an initial employment bonus.(17)
    
    This individuals employment with the Company terminated on May 31, 2004.(18)
    
    Includes $163,132 in base salary and $106,078 in commissions.(19)
    
    Represents the market value ($113,400) for a stock grant of 9,146 shares, plus amounts the Company paid for travel to and lodging near the Companys headquarters, as Mr. Kocher does not reside in the Atlanta area.(20)
    
    Includes a $121,500 bonus that was not paid until after the 2002 10-K/A was prepared.(21)
    
    Includes $17,346 of relocation assistance.(22)
    
    Represents an initial employment bonus. OPTION GRANTS IN FISCAL 2004 The following table provides information with respect to stock options
granted in fiscal 2004 to each of the Named Executive Officers who received
options. In accordance with the rules of the SEC, the table sets forth the
hypothetical gains or option spreads that would exist for the options at the
end of their respective terms based on assumed annual rates of compound stock
price appreciation of 5% and 10% from the dates the options were granted to the
end of the respective option terms. Actual gains, if any, on option exercises
are dependent on the future performance of the Companys common stock and
overall market conditions. There can be no assurance that the potential
realizable values shown in this table will be achieved. Individual Grants
    
    Potential RealizableNumber of
    
    Percent of Total
    
    
    
    
    
    
    
    
    
    Value at AssumedSecurities
    
    Options
    
    
    
    
    
    
    
    
    
    Annual Rates of StockUnderlying
    
    Granted to
    
    Exercise
    
    
    
    
    
    Price Appreciation forOptions
    
    Employees in
    
    Price Per
    
    Expiration
    
    Option TermName
    
    Granted
    
    Fiscal 2004 (2)
    
    Share
    
    Date
    
    5%
    
    10%Joel J. Kocher
    
    
    10,000
    (1)
    
    
    5.6
    %
    
    $
    3.33
    
    
    
    7/29/2014
    
    
    $
    20,942
    
    
    $
    53,072Allen L. Shulman
    
    
    6,000
    (1)
    
    
    3.4
    %
    
    $
    3.33
    
    
    
    7/29/2014
    
    
    $
    12,565
    
    
    $
    31,843William Jones
    
    
    1,000
    (1)
    
    
    0.6
    %
    
    $
    3.33
    
    
    
    7/29/2014
    
    
    $
    2,094
    
    
    $
    5,307Juan G. Troncoso
    
    
    6,000
    (1)
    
    
    3.4
    %
    
    $
    3.33
    
    
    
    7/29/2014
    
    
    $
    12,565
    
    
    $
    31,843Richard A. Pitrolo
    
    
    7,000
    (1)
    
    
    3.9
    %
    
    $
    3.33
    
    
    
    7/29/2014
    
    
    $
    14,660
    
    
    $
    37,1508,000
    (1)
    
    
    4.5
    %
    
    $
    6.83
    
    
    
    11/25/2013
    
    
    $
    34,363
    
    
    $
    87,082Tiffani Bova
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Savino R. Ferrales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   (1)
    
    Represents options granted pursuant to the Companys 2002 Equity Incentive Plan that vest over two years in increments of 50% per year. Options granted pursuant
to the Companys 2002 Equity Incentive Plan are granted as incentive stock options (ISOs) or nonstatutory stock options (NSOs). ISOs are granted with an
exercise price equal to 100% of the fair market value (as defined in the plan) of the Companys common stock on the date of grant. NSOs granted and set forth in
the above table were granted with an exercise price equal to 100% of the fair market value (as defined in the plan) of the Companys common stock on the date of grant.(2)
    
    Reflects percent of total options to purchase shares of the Companys common stock granted to employees during fiscal 2004. 4




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##### Table of Contents



AGGREGATED OPTION EXERCISES IN FISCAL 2004 AND AUGUST 31, 2004 OPTION VALUES The following table provides information regarding Company stock option
exercises in fiscal 2004 by the Named Executive Officers, and the value of such
officers unexercised options at August 31, 2004: Number ofSecurities
    
    Value ofUnderlying
    
    Unexercised In-Unexercised
    
    The-MoneyOptions at Fiscal
    
    Options at FiscalShares
    
    
    
    
    
    Year-End
    
    Year-EndAcquired on
    
    
    
    
    
    Exercisable (E)/
    
    Exercisable (E)/Name
    
    Exercise
    
    Value Realized
    
    Unexercisable (U)
    
    Unexercisable (U)Joel J. Kocher
    
    
    
    
    
    
    
    
    
    
    327,941
    
    
    
    (E
    )
    
    $
    
    
    
    
    083,005
    
    
    
    (U
    )Allen L. Shulman
    
    
    
    
    
    
    
    
    
    
    27,004
    
    
    
    (E
    )
    
    $
    
    
    
    
    031,496
    
    
    
    (U
    )
    
    
    
    
    
    
    William Jones
    
    
    
    
    
    
    
    
    
    
    7,462
    
    
    
    (E
    )
    
    $
    
    
    
    
    08,538
    
    
    
    (U
    )
    
    
    
    
    
    
    Juan G. Troncoso
    
    
    
    
    
    
    
    
    
    
    6,487
    
    
    
    (E
    )
    
    $
    
    
    
    
    08,871
    
    
    
    (U
    )
    
    
    
    
    
    
    Richard A. Pitrolo
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    (E
    )
    
    $
    
    
    
    
    015,000
    
    
    
    (U
    )
    
    
    
    
    
    
    Tiffani Bova
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    (E
    )
    
    $
    
    
    
    
    00
    
    
    
    (U
    )
    
    
    
    
    
    
    Savino R. Ferrales
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    (E
    )
    
    $
    
    
    
    
    00
    
    
    
    (U
    )
    
    
    
    
    
    
    
 Compensation of Directors Members of the Board of Directors who are not employees of the Company or
employees, officers or directors of any subsidiary or affiliate of the Company
are paid an annual retainer of $40,000 (the Annual Retainer). The Annual
Retainer is payable in arrears in equal quarterly installments within the first
thirty days of each fiscal quarter to qualified directors holding office during
the prior fiscal quarter. Qualified directors who hold office for less than an
entire fiscal quarter receive a pro-rated portion of the Annual Retainer. Additionally, all directors who are not employees of the Company or its
subsidiaries or affiliates are to receive a formula Nonstatutory Stock Option
(a Formula Option) of 1,000 shares of common stock upon appointment to the
Board and such directors serving on the Board as of the date immediately
following each annual meeting of the Companys shareholders receive a Formula
Option as of the date of the meeting for 1,000 shares of common stock. The
Formula Options have an exercise price equal to the market value of a share of
the Companys common stock on the grant date, have a term of ten years and vest
25% on the first anniversary of the grant date and 2.0833% monthly thereafter.
The Company reimburses directors for travel and lodging expenses, if any,
incurred in connection with attendance at Board meetings or performance of
director services. Employment Arrangements The Company has entered into employment agreements with Joel Kocher, the
Companys Chairman, President, and Chief Executive Officer, Allen Shulman, its
Senior Vice President, Chief Financial Officer and Executive Counsel and
William Jones, its Chief Information Officer, Vice President of Operations. In addition, the Company entered into employment agreements with the following
former executive employees: Savino Ferrales, former Senior Vice President and
Chief Resource Officer, Donald Bulens, former Senior Vice President for
Mainstream Marketing and Tiffani Bova, former Vice President of Sales and
Channel Programs. In the case of Mr. Bulens, the employment agreement was
entered into in connection with the Companys acquisition of Trellix. All of
such employment agreements (together with the employment agreements of Mr.
Kocher and Mr. Shulman), are hereinafter referred to as the Executive
Agreements. The Executive Agreements allow either the Company or the officer to terminate
the officers active employment with the Company for any reason, voluntary or
involuntary, with or without cause, by providing notice to that effect in
writing. 5




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##### Table of Contents



The Executive Agreements for Mr. Kocher and Mr. Ferrales provide for a
Transition Period following termination, unless employment was terminated by
the Company for cause or by the officer without good reason. During the
Transition Period, the officer will continue to receive all benefits
customarily provided to such officer while employed, including, but not
limited to, salary, bonuses, executive bonuses, benefits and continued vesting
of any granted stock options. Customarily provided refers to Company
practices and plans with respect to the officers benefits and compensation in
effect as of the date of termination of the officers active employment with
the Company. Such terminated officers will not be entitled to any new grants of
interest in future executive bonuses, any new grants of stock options, or
payment of any compensation under an incentive program that is deferred, due to
payment criteria of such incentive program, as those criteria existed as of the
date of termination of the officers active employment with the Company, beyond
the Transition Period. The Transition Period is one year for Mr. Kocher and six
months for Mr. Ferrales. During any Transition Period, the executive would be
subject to the following covenants: noncompete, nonsolicitation of employees,
noninterference or solicitation or diversion of business, and nonsolicitation
of customers and suppliers. The Executive Agreements for the other Named Executive Officers and Mr. Bulens
provide for a Base Salary, and a lump sum severance payment of six months of
Base Salary in the event of termination other than for cause, except in the
case of Mr. Shulman, the severance is for twelve months instead of six months.
Mr. Bulens Executive Agreement provides for an additional $3,000 severance
payment. The annual Base Salary is set forth in an exhibit to each Executive
Agreement as follows: $235,000 for Mr. Shulman, $250,000 for Mr. Bulens,
$170,000 for Ms. Bova and $200,000 for Mr. Jones. These Executive Agreements
also provide for additional performance based compensation, specified to be up
to 45% of Base Salary in the case of Mr. Shulman and Mr. Bulens, up to a total
compensation target of $283,333 in the case of Ms. Bova and up to 40% of Base
Salary in the case of Mr. Jones. These executives also entered into a separate
Confidentiality and Non-Competition Agreement (Non-Competition Agreement).
The Non-Competition Agreement provides for a term of twelve months after
termination, except in the cases of Mr. Bulens and Mr. Jones, the term is six
months. Each Non-Competition Agreement prohibits competition with the Company
and disclosure of confidential information by the executive. The
Non-Competition Agreements for Mr. Shulman, Ms. Bova and Mr. Jones also
prohibit solicitation of customers or employees by the executive. The Company maintains no formal change of control agreements or arrangements
with individual Company executives. However, the 2002 Equity Incentive Plan,
the 2001 Equity Incentive Plan, and the 1995 Stock Option Plan provide for the
vesting of any or all options granted pursuant to the plans to accelerate and
become immediately exercisable upon a change of control of the Company, as
defined in the applicable plans. In connection with his resignation as Senior Vice President and Chief Resource
Officer, Mr. Ferrales entered into an agreement with Interland as of April 14,
2004. Under this agreement, Interland agreed to pay Mr. Ferrales $144,600.
The agreement also provided for releases from him and the termination of all
obligations by us under his former employment agreement. In connection with his resignation as Senior Vice President for Mainstream
Marketing, Mr. Bulens entered into an agreement with Interland as of April 14,
2004. Under this agreement, Interland agreed to pay Mr. Bulens $131,000. The
agreement also provided for releases from him and the termination of all
obligations by us under his former employment agreement. In connection with her resignation as Vice President of Sales and Channel
Programs, Ms. Bova entered into an agreement with Interland as of May 31, 2004.
Under this agreement, Interland agreed to pay Ms. Bova $148,611. The
agreement also provided for releases from her and the termination of all
obligations by us under her former employment agreement. Code of Ethics The Company has adopted a Code of Ethics (as defined in Item 406 of Regulation
S-K) that applies to our Chief Executive Officer, Chief Financial Officer and
other financial officers. The Code of Ethics was filed as an Exhibit to the
Companys Annual Report on Form 10-K for the fiscal year ended August 31, 2003.
The Code of Ethics is also available through the Companys Web site at
www.interland.com. Equity Compensation Plan Information The following table provides information as of August 31, 2004 with respect to
shares of Interland common stock that may be issued under existing equity
compensation plans. Interlands Board of Directors in the past has awarded
grants of options to executive officers and employees on a case-by-case basis
when sufficient shares were not available under equity compensation plans
approved by shareholders. Interland does not intend to continue this practice
except to the extent that shares are otherwise unavailable under
shareholder-approved plans and the grants are permitted by applicable NASDAQ
rules. Number of securities to be
    
    Weighted-average exercise
    
    Number of securities remainingissued upon exercise of
    
    price of outstanding
    
    available for future issuance underoutstanding options, warrants
    
    options, warrants and
    
    equity compensation plans (excludingand rights
    
    rights
    
    securities reflected in column (a))(a)(1)
    
    (b)(1)
    
    (c)(1)Plans Approved by
Shareholders
    
    
    711,855
    
    
    $
    20.56
    
    
    
    253,032Plans Not Approved
by Shareholders
    
    
    264,924
    
    
    $
    23.06
    
    
    
    0Total
    
    
    976,779
    
    
    $
    20.39
    
    
    
    253,032
 6




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##### Table of Contents



(1) Excludes 127,411 shares of common stock to be issued upon the exercise of
options issued under the 1999 Stock Incentive Plan of Interland-Georgia, Inc.
(the 1999 Plan), which options have a weighted average exercise price of
$29.54. The Company assumed the outstanding options under the 1999 Plan when
the Company acquired Interland-Georgia, Inc. on August 6, 2001. Description of Plans Not Approved by Shareholders The foregoing table includes only one equity incentive plan not previously
approved by Shareholders, which was the 2001 Equity Incentive Plan. The 2001
Equity Incentive Plan resulted from the assumption and amendment and
restatement of the HostPro, Inc. 2000 Equity Incentive Plan I and HostPro, Inc.
2000 Equity Incentive Plan II (the HostPro Plans). The Company and the
Companys wholly owned subsidiary, HostPro, originally adopted the HostPro
Plans on August 17, 2000, reserving a total of 10 million shares of HostPro
common stock for issuance under the HostPro Plans. On March 22, 2001, the Company merged a wholly owned subsidiary into HostPro,
with the subsidiary being the surviving corporation and taking on the name
HostPro, Inc. At the time of that merger, the Company assumed, amended and
restated the HostPro Plans as the 2001 Equity Incentive Plan. In connection
with that merger, the Company assumed outstanding options to purchase HostPro
common stock. Each then outstanding option to purchase HostPro common stock
granted under the HostPro Plans was converted into an option to purchase 0.5715
shares of the Companys common stock. At the time of the merger, options to
purchase 4,027,418 shares of HostPro common stock were outstanding under the
HostPro Plans. The 2001 Equity Incentive Plan was designed to meet the broadly based plans
exemption from the shareholder approval requirement for stock option plans
under the NASDAQ Stock Market listing requirements as those requirements then
existed. No more than 50% of the total number of shares subject to options or
restricted stock awards granted under the plan were to be issued to officers
and directors of the Company or any subsidiary of the Company, or any other
person whose transactions in the Companys common stock were subject to Section
16 of the Securities Exchange Act and persons who are not employees or subject
to Section 16 were to receive at least 50% of all options and restricted stock
awards granted under the plan. A total of 6,858,000 shares of common stock (685,800 shares after giving effect
to the 1:10 reverse stock split effective August 1, 2003) were reserved for
issuance under the plan, including the shares subject to options issued under
the HostPro Plans and converted into options to purchase Company common stock.
This number of shares was to be adjusted proportionately to reflect stock
splits, stock dividends and other similar events. Any shares subject to an
option or other award granted under the plan that terminates without any shares
being issued will again be available for grant and issuance under the plan. In
addition, any shares issued under the plan that the Company repurchased at the
original issue price were to again be available for issuance under the plan. The terms and conditions of the 2001 Equity Incentive Plan are substantially
the same as the 2002 Equity Incentive Plan, except that the 2001 Equity
Incentive Plan does not provide for the grant of incentive stock options, does
not comply with the requirement for tax deductibility under Section 162(m) of
the Internal Revenue Code and adoption of and amendments to the 2001 Equity
Incentive Plan do not require approval of the shareholders. In addition, the
2001 Equity Incentive Plan provides for the grant of restricted stock awards,
while the 2002 Equity Incentive Plan does not. Unless earlier terminated by the board of directors, the 2001 Equity Incentive
Plan will terminate in March 2011. The ability to issue additional options
under the 2001 Equity Incentive Plan was terminated following the adoption of
the 2002 Equity Incentive Plan at the Annual Meeting of Shareholders on April
24, 2002. 7




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management The following table sets forth ownership information with respect to the common
stock of the Company, as of November 30, 2004, with respect to (i) persons
known by the Company to beneficially own more than 5% of the Companys common
stock, (ii) each director of the Company, (iii) each Named Executive Officer of
the Company listed in the Summary Compensation Table above, and (iv) all
current directors and executive officers of the Company as a group: Interland, Inc.Common StockPercentAmount and Nature of
    
    ofName of Beneficial Owner
    
    Beneficial Ownership(1)
    
    ClassPAR Investment Partners, L.P. (2)
    
    
    2,000,000
    
    
    
    12.4
    %Husic Capital Management L.P. (3)
    
    
    1,689,730
    
    
    
    10.5
    %Dimensional Fund Advisors, Inc. (4)
    
    
    1,133,498
    
    
    
    7.0
    %S. H. Holdings, Inc. (5)
    
    
    1,001,391
    
    
    
    6.2
    %Steven S. Harter (6)
    
    
    949,433
    
    
    
    5.9
    %Dominique Bellanger (6)
    
    
    949,433
    
    
    
    5.9
    %William B. Bunting (6)
    
    
    949,433
    
    
    
    5.9
    %Royce & Associates LLC (7)
    
    
    846,200
    
    
    
    5.3
    %Joel J. Kocher (8)
    
    
    376,794
    
    
    
    2.3
    %Robert T. Slezak (9)
    
    
    88,150
    
    
    
    0.5
    %Allen L. Shulman (10)
    
    
    38,675
    
    
    
    0.2
    %Robert Lee (11)
    
    
    32,467
    
    
    
    0.2
    %John B. Balousek (12)
    
    
    22,067
    
    
    
    0.1
    %Juan G. Troncoso (13)
    
    
    10,835
    
    
    
    *William Jones (14)
    
    
    9,757
    
    
    
    *Richard A. Pitrolo (15)
    
    
    5,833
    
    
    
    *Edward Shapiro (16)
    
    
    3,300
    
    
    
    *John Patrick Crecine (17)
    
    
    2,300
    
    
    
    *Tiffani Bova
    
    
    0
    
    
    
    Savino R. Ferrales
    
    
    0
    
    
    
    All current directors and executive officers as a Group
(13 persons) (18)
    
    
    631,071
    
    
    
    3.8
    %
   *
    
    Less than 1%1.
    
    Unless otherwise indicated below, the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to
community property laws where applicable. All holdings have been adjusted to reflect the 1-for-10 reverse stock split effective August 1, 2003.2.
    
    Information is based in part on Schedule 13G filed on February 12, 2002 by PAR Investment Partners, L.P. Represents 2,000,000 shares held by PAR Investment Partners, L.P.
(PAR Investment), of which PAR Group, L.P. is a general partner. PAR Capital Management, Inc. provides investment management services for PAR Investment. Edward L.
Shapiro, who has served as a member of the Board of Directors of Interland since March 2002, is a Vice President and shareholder of PAR Capital Management, Inc., and a
limited partner of PAR Group, L.P. Does not include 3,000 shares subject to currently exercisable options owned by Mr. Shapiro. PAR Capital Management, Inc. is a reporting
company under the Exchange Act. The principal office for PAR Investment, PAR Group, L.P. and PAR Capital Management, Inc. is One Financial Center, Suite 1600, Boston,
Massachusetts 02111.3.
    
    Information is based on Schedule 13D filed on October 1, 2004 and Form 3 filed on October 21, 2004. The principal office for Husic Capital Management, L.P. is at 555
California Street, Suite 2900, San Francisco, California 94104.4.
    
    Information is based on Schedule 13F filed on September 30, 2004. Dimensional Fund Advisors, Inc. is the institutional investment manager for the following funds which hold
the stock: DFA US Small Cap Value Portfolio; DFA Tax-Managed US Small Cap Value Portfolio; DFA US Micro Cap Portfolio; DFA US Small Cap Portfolio; DFA Tax-Managed US Small
Cap Portfolio; DFA Tax-Managed US Marketwide Value Portfolio; DFA Variable-Samll Value Portfolio; DFA Tax-Managed US Equity Portfolio; SA US Small Company Fund; and DFA US
Small Xm Value Portfolio. The principal office for Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.5.
    
    Information is based on Schedule 13D filed jointly by Jewelcor Management, Inc. and S.H. Holdings, Inc. on July 21, 2004. Both companies are considered
beneficial owners. The principal office for both companies is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702.6.
    
    Information is based on Schedule 13G filed on June 23, 2003. The principal business office of Dominique Bellanger is BNP Private Equity, 32 Blvd Haussmann,
75009 Paris, France. The principal business office of Steven S. Harter is Three Riverway, Suite 1430, Houston, Texas 77056. The principal business office
of William B. Bunting is One Montgomery Street, 37th Floor, San Francisco, California 94104. 8




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##### Table of Contents



Dominique Bellanger may be deemed to be the beneficial owner
of 949,433 shares of the common stock. Steven S. Harter may be deemed to be the beneficial owner of 949,433 shares of the common stock. William B. Bunting
may be deemed to be the beneficial owner of 949,433 shares of the Common Stock. In connection with the transactions contemplated by that certain Agreement
and Plan of Merger, dated as of December 19, 2002 (the Hostcentric Merger Agreement), by and among the Company, Bobcat Acquisition Corporation, a
Delaware corporation and wholly owned subsidiary of the Company, Hostcentric, Inc., a Delaware corporation, and William B. Bunting, Steven S. Harter and
Dominique Bellanger, as the Stockholders Representatives, 949,433 shares of Common Stock were deposited into escrow (the Escrow Account) on the closing
date in accordance with that certain Escrow Agreement, dated as of June 13, 2003, by and among the Company, William B. Bunting, Steven S. Harter and
Dominique Bellanger, as the Stockholders Representatives, and SunTrust Bank, as the Escrow Agent, as security for the indemnification obligations
described in the Hostcentric Merger Agreement. The Stockholders Representatives, acting by majority vote, are exclusively authorized after the closing
date to take such action as the Stockholders Representatives, acting in their sole discretion, deem necessary, appropriate or convenient to perform the
actions contemplated by the Hostcentric Merger Agreement and any other action reasonably related thereto. Reference is hereby made to the Hostcentric
Merger Agreement which has previously been filed by Interland, Inc. as Annex A to the Form S-4/A (Reg. No. 333-104612) filed on May 20, 2003 and the
Hostcentric Merger Agreement is incorporated herein by reference. The Escrow Account is the subject of a dispute between the Company and the Stockholders
Representatives. See Legal Proceedings.7.
    
    Information is based on Schedule 13F filed on September 30, 2004. Royce & Associates LLC is the institutional investment manager for the following funds
which hold the stock: Royce Opportunity Fund; Legg Mason Global Fund plc; and Royce Micro Cap Trust. The principal office of Royce & Associates LLC is
1414 Avenue of the Americas, New York, New York 10019.8.
    
    Includes 347,649 shares subject to options held by Mr. Kocher that are exercisable within 60 days after November 30, 2004.9.
    
    Includes 3,300 shares subject to options held by Mr. Slezak that are exercisable within 60 days after November 30, 2004.10.
    
    Includes 38,675 shares subject to options held by Mr. Shulman that are exercisable within 60 days after November 30, 2004.11.
    
    Includes 10,867 shares subject to options held by Mr. Lee that are exercisable within 60 days after November 30, 2004.12.
    
    Includes 10,867 shares subject to options held by Mr. Balousek that are exercisable within 60 days after November 30, 2004.13.
    
    Includes 10,500 shares subject to options held by Mr. Troncoso that are exercisable within 60 days after November 30, 2004.14.
    
    Includes 9,757 shares subject to options held by Mr. Jones that are exercisable within 60 days after November 30, 2004.15.
    
    Includes 5,833 shares subject to options held by Mr. Pitrolo that are exercisable within 60 days after November 30, 2004.16.
    
    Includes 3,300 shares subject to options held by Mr. Shapiro that are exercisable within 60 days after November 30, 2004.17.
    
    Includes 2,300 shares subject to options held by Dr. Crecine that are exercisable within 60 days after November 30, 2004.18.
    
    Includes 477,929 shares subject to options that are exercisable within 60 days after November 30, 2004. 
 Item 13. Certain Relationships and Related Transactions In connection with the acquisition of CommuniTech.Net, the Company held two
notes receivable with balances totaling $2.7 million at August 31, 2003 from
the seller of CommuniTech.Net. These notes matured on February 8, 2004. The
loans were collateralized by 273,526 shares of the Companys common stock,
owned by the note holder. In February 2003, the Company filed a lawsuit in Cobb
County, Georgia against Mr. Gabriel Murphy, one of the former principals of
CommuniTech.Net, Inc., which was acquired by Interland in February 2002. The
Companys lawsuit claims, among other things, that Mr. Murphy breached certain
covenants under his employment agreement and also demands payment from Mr.
Murphys two promissory notes (one of which was non-recourse while the other
was recourse). In March 2004, Interland retired the 273,526 shares of stock
held as collateral and wrote off the $2 million non-recourse promissory note.
The other $735,000 full recourse promissory note remains outstanding and
continues to be a subject of the Cobb County litigation noted above. The
receivable is shown on the balance sheet as a reduction in shareholders
equity. 
 Item 14. Principal Accounting Fees and Services. Fees Paid to Independent
Registered Public Accounting Firm in Fiscal 2003 and 2004 During fiscal 2003 and 2004, the Company incurred the following fees for
services performed: Fiscal 2004
    
    Fiscal 2003Audit Fees (1)
    
    $
    479,340
    
    
    $
    580,477Audit Related Fees
    
    
    15,500
    
    
    
    78,460Tax Fees
    
    
    0
    
    
    
    0All Other Fees (2)
    
    
    0
    
    
    
    578,520
 9




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##### Table of Contents



(1)
    
    Audit fees were for services performed by
PricewaterhouseCoopers LLP, except
$25,440 related to the 401K benefit plan audit performed by Grant
Thorton LLP.(2)
    
    Other services included in fiscal 2003, consulting on billing
systems ($543,308) and litigation support ($35,212), were performed by
PricewaterhouseCoopers LLP. All of the services described above were approved by the Companys audit
committee. The audit committee has determined that the payments made to its
independent accountants for these services are compatible with maintaining such
auditors independence. All services performed by the independent accountants are approved by the Audit
Committee of the Board of Directors prior to performance. The Chairman of the
Audit Committee has been delegated the authority by the Committee to
pre-approve the engagement of the independent accountants when the entire
Committee is unable to do so. The Chairman must report all such pre-approvals
to the entire Audit Committee at the next committee meeting. 10




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##### Table of Contents



PART IV 
 Item 15. Exhibits The following documents are filed as exhibits to this Annual Report on Form
10-K: FILEDINCORPORATED BY REFERENCE
    
    PREVIOUSLYON FORM
    
    FILEDExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant
    
    10-K
    
    HEREWITH2.01
    
    Agreement of Merger, dated as of October
10, 1994, as amended by the first
amendment thereto, dated as of December
13, 1994, by and among ZEOS, MCI and MCMS
    
    S-4
    
    3/13/95
    
    
    2.1
    
    
    INLD2.02
    
    Articles of Merger, dated April 7, 1995,
by and among ZEOS, MCI and MCMS
    
    8-K
    
    4/07/95
    
    
    2.2
    
    
    INLD2.03
    
    Purchase Agreement, dated March 22, 2001,
by and among MEI California, Inc., the
Registrant and MICRON Technology Inc.
(MTI)
    
    8-K
    
    4/10/01
    
    
    2.01
    
    
    INLD2.04
    
    Agreement and Plan of Merger dated March
22, 2001, by and among the Registrant,
Imagine Acquisition Corporation and
Interland, Inc., a Georgia corporation
(Interland-Georgia)
    
    8-K
    
    4/10/01
    
    
    2.01
    
    
    INLD2.05
    
    Membership Interest Purchase Agreement,
dated as of April 30, 2001, by and between
the Registrant and GTG PC Holdings, LLC
    
    10-Q
    
    5/31/01
    
    
    2.01
    
    
    INLD2.06
    
    First Amendment to Membership Interest
Purchase Agreement and Form of
Contribution Agreement, dated as of May
31, 2001, by and between the Registrant
and GTG PC Holdings, LLC
    
    10-Q
    
    5/31/01
    
    
    2.02
    
    
    INLD2.07(1)
    
    Agreement and Plan of Merger dated as of
May 3, 2002, by and between Dialtone Inc.,
Jaguarcub Acquisition Corporation,
Dialtone Stockholders Representative
    
    10-Q
    
    5/31/02
    
    
    2.07
    
    
    INLD
 11




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##### Table of Contents



FILEDINCORPORATED BY REFERENCE
    
    PREVIOUSLYON FORM
    
    FILEDExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant
    
    10-K
    
    HEREWITH2.08(a)(1)
    
    Agreement and Plan of Merger dated as of
August 30, 2002 by and among Interland,
Inc., Panthercub Acquisition Corporation,
iNNERHOST, Inc., Spire Capital Partners,
L.P., Spire Investment L.L.C.,
Waller-Sutton Media Partners, L.P. and the
other stockholders of iNNERHOST, Inc.
    
    S-3/A
    
    9/24/02
    
    
    2.08
    
    
    INLD2.08(b)
    
    Amendment dated as of October 10, 2002 to
Agreement and Plan of Merger by and among
Interland, Inc., iNNERHOST, Inc. and the
stockholders of iNNERHOST, Inc.
    
    10-K
    
    8/31/02
    
    
    2.08
    (b)
    
    INLD2.09(1)
    
    Agreement and Plan of Merger dated as of
December 19, 2002 by and among Interland,
Inc., Bobcat Acquisition Corporation,
Hostcentric, Inc. and William B. Bunting,
Steven S. Harter, and Dominique Bellanger
as Stockholders Representatives
    
    8-K
    
    12/20/02
    
    
    2.1
    
    
    INLD2.10(1)
    
    Merger Agreement and Plan of
Reorganization among Trellix Corporation,
Interland, Inc. and Cheetah Acquisition
Corporation
    
    S-3
    
    1/22/03
    
    
    2.10
    
    
    INLD3.01
    
    Unofficial Restated Articles of
Incorporation of Registrant (as amended
through April 24, 2002)
    
    10-Q
    
    5/31/02
    
    
    3.01
    
    
    INLD3.01(b)
    
    Articles of Amendment to Articles of
Incorporation of Registrant
    
    10-K
    
    8/31/03
    
    
    3.01
    (b)
    
    INLD3.02
    
    Unofficial Restated Bylaws of the
Registrant (as amended through April 24,
2002)
    
    10-Q
    
    5/31/02
    
    
    3.02
    
    
    INLD4.01
    
    Form of Stock Certificate of the Registrant
    
    10-K
    
    8/31/01
    
    
    3.04
    
    
    INLD4.03
    
    August 30, 2002 Registration Rights
Agreement by and among Interland, Inc.,
Spire Capital Partners, L.P., Spire
Investment, L.L.C., and Waller-Sutton
Media Partners, L.P.
    
    S-3
    
    9/24/02
    
    
    4.03
    
    
    INLD4.04
    
    August 30, 2002 Stock Restriction
Agreement by and among Spire Capital
Partners, L.P., Spire Investment, L.L.C.,
and Waller-Sutton Media Partners, L.P.
    
    S-3
    
    9/24/02
    
    
    4.04
    
    
    INLD4.05
    
    March 28, 2002 Amendment to Stock Rights
Agreement by and among Interland, Inc.,
Bryan Heitman and Gabriel Murphy
    
    10-Q
    
    5/31/02
    
    
    10.112
    
    
    INLD4.06
    
    July 11, 2002 Amendment to Stock Rights
Agreement by and among Interland, Inc.,
Bryan Heitman and Gabriel Murphy
    
    S-3/A
    
    9/24/02
    
    
    4.06
    
    
    INLD4.07
    
    December 31, 2002 Amendment to Stock
Rights Agreement by and among Interland,
Inc., Bryan Heitman and Gabriel Murphy
    
    S-3/A
    
    3/17/03
    
    
    4.07
    
    
    INLD
 12




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##### Table of Contents



FILEDINCORPORATED BY REFERENCE
    
    PREVIOUSLYON FORM
    
    FILEDExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant
    
    10-K
    
    HEREWITH4.08
    
    Form of Warrant
    
    S-3
    
    1/22/03
    
    
    4.07
    
    
    INLD10.35(a)+
    
    Micron Electronics 1995 Stock Option Plan,
as amended through August 29, 2001
    
    S-8
    
    1/14/00
    
    
    4.1
    
    
    INLD10.35(b)+
    
    Form of Notice of Grant for Micron
Electronics 1995 Stock Option Plan
    
    10-K
    
    8/31/01
    
    
    10.35
    (b)
    
    INLD10.35(c)+
    
    Interland 1995 Stock Option Plan, as
amended August 30, 2001
    
    10-K
    
    8/31/01
    
    
    10.35
    (c)
    
    INLD10.35(d)+
    
    Form of Notice of Grant for Interland 1995
Stock Option Plan
    
    10-K
    
    8/31/01
    
    
    10.35
    (d)
    
    INLD10.36(a)+
    
    Micron Electronics 1995 Employee
Stock
Purchase Plan, as amended through August
5, 2001
    
    10-Q
    
    6/1/95
    
    
    10.36
    
    
    INLD10.36(b)+
    
    Interland 1995 Employee Stock Purchase
Plan, as amended August 6, 2001 and April
24, 2002
    
    
    
    
    
    
    
    
    
    
    
    X10.36(c)+
    
    Interland, Inc. 2002 Equity Incentive Plan
    
    S-8
    
    10/3/03
    
    
    4.1
    
    
    INLD10.38+
    
    Form of Indemnification Agreement between
the Registrant and its officers and
directors
    
    10-K
    
    8/31/95
    
    
    10.38
    
    
    INLD10.52+
    
    Employment Offer, dated January 10, 1998,
to Joel J. Kocher
    
    10-Q
    
    2/26/98
    
    
    10.52
    
    
    INLD10.58+
    
    The Registrants Executive Incentive Plan,
as amended
    
    10-Q
    
    12/2/99
    
    
    10.58
    
    
    INLD10.68+
    
    Amended Non Qualified Stock Option
Agreement, dated April 6, 2000
    
    10-Q
    
    6/1/00
    
    
    10.68
    
    
    INLD10.69+
    
    Amended Non Qualified Stock Option
Agreement, dated April 6, 2000
    
    10-Q
    
    6/1/00
    
    
    10.69
    
    
    INLD10.70(a)+
    
    HostPro, Inc. 2000 Equity Incentive Plan I
    
    10-K
    
    8/31/00
    
    
    10.70
    
    
    INLD10.70(b)+
    
    HostPro, Inc. 2000 Equity Incentive Plan II
    
    10-K
    
    8/31/00
    
    
    10.71
    
    
    INLD10.70(c)+
    
    Form of Notice of Grant for HostPro, Inc.
2000 Equity Incentive Plans
    
    10-K
    
    8/31/00
    
    
    10.72
    
    
    INLD10.70(d)+
    
    Form of Notice of Grant for HostPro, Inc.
2000 Equity Incentive Plans
    
    10-K
    
    8/31/00
    
    
    10.73
    
    
    INLD10.70(e)+
    
    Micron Electronics 2001 Equity Incentive
Plan, as amended as of March 22, 2001
    
    10-Q
    
    5/31/01
    
    
    10.89
    
    
    INLD10.70(f)+
    
    Interland 2001 Equity Incentive Plan, as
amended August 6, 2001
    
    10-K
    
    8/31/01
    
    
    10.70
    (f)
    
    INLD
 13




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##### Table of Contents



FILEDINCORPORATED BY REFERENCE
    
    PREVIOUSLYON FORM
    
    FILEDExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant
    
    10-K
    
    HEREWITH10.70(g)+
    
    Form of Notice of Grant for Interland 2001
Equity Incentive Plan
    
    10-K
    
    8/31/01
    
    
    10.70
    (g)
    
    INLD10.79+
    
    The Registrants Severance Plan for
Employees  2001 Amendment and Restatement
    
    10-Q
    
    3/1/01
    
    
    10.79
    
    
    INLD10.80+
    
    The Registrants Change in Control
Severance Plan
    
    10-Q
    
    3/1/01
    
    
    10.80
    
    
    INLD10.81+
    
    HostPro, Inc. 2000 Incentive Plan II 
Notice of Grant to Joel J. Kocher
    
    10-Q
    
    3/1/01
    
    
    10.81
    
    
    INLD10.84+
    
    Retention Agreement between the Registrant
and Sid Ferrales, dated as of December 1,
2000
    
    10-Q
    
    3/1/01
    
    
    10.84
    
    
    INLD10.89
    
    MTI Shareholder Agreement dated as of
March 22, 2001 between the Registrant and
MTI
    
    10-Q
    
    4/10/01
    
    
    2.01
    
    
    INLD10.91
    
    Operating lease for property located at
3250 Wilshire Blvd., Los Angeles,
California, dated as of March 16, 1998
    
    10-Q
    
    5/31/01
    
    
    10.90
    
    
    INLD10.92
    
    Operating lease for property located at
3250 Wilshire Blvd., Los Angeles,
California, dated as of March 19, 1999
    
    10-Q
    
    5/3/01
    
    
    10.91
    
    
    INLD10.93
    
    Operating lease for property located at
1450 Eagle Flight Way, Boise, Idaho, dated
as of January 7, 2000
    
    10-Q
    
    5/31/01
    
    
    10.92
    
    
    INLD10.94
    
    Operating lease for property located at
3326 160th Avenue SE, Bellevue,
Washington, dated as of December 16, 1999
    
    10-Q
    
    5/31/01
    
    
    10.93
    
    
    INLD10.96(a)+
    
    Interland-Georgia Stock Incentive Plan
    
    S-8
    
    9/17/01
    
    
    4.05
    (a)
    
    INLD10.96(b)+
    
    First Amendment to Interland-Georgia Stock
Incentive Plan
    
    S-8
    
    9/17/01
    
    
    4.05
    (b)
    
    INLD10.96(c)+
    
    Second Amendment to Interland-Georgia
Stock Incentive Plan
    
    S-8
    
    9/17/01
    
    
    4.05
    (c)
    
    INLD10.96(d)+
    
    Third Amendment to Interland-Georgia Stock
Incentive Plan
    
    S-8
    
    9/17/01
    
    
    4.05
    (d)
    
    INLD10.96(e)+
    
    Fourth Amendment to Interland-Georgia
Stock Incentive Plan
    
    S-8
    
    9/17/01
    
    
    4.05
    (e)
    
    INLD10.101(a)
    
    Amended and Restated Lease Agreement
between Interland-Georgia and 101 Marietta
Street Associates dated September 29, 1999
    
    S-1/A
    
    5/18/00
    
    
    10.22
    (a)
    
    ILND
 14




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##### Table of Contents



FILEDINCORPORATED BY REFERENCE
    
    PREVIOUSLYON FORM
    
    FILEDExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant
    
    10-K
    
    HEREWITH10.101(b)
    
    First Amendment to Amended and Restated
Lease Agreement between Interland-Georgia
and 101 Marietta Street Associates dated
November 23, 1999
    
    S-1/A
    
    5/18/00
    
    
    10.22
    (b)
    
    ILND10.104(a)
    
    SunTrust Plaza Garden Offices Lease
Agreement by and between SunTrust Plaza
Associates, LLC and Interland-Georgia
dated May 15, 2000
    
    10-K
    
    8/31/01
    
    
    10.104
    (a)
    
    INLD10.104(b)
    
    First Amendment to Lease Agreement by and
between SunTrust Plaza Associates, LLC and
Interland-Georgia dated September 27, 2000
    
    10-K
    
    8/31/01
    
    
    10.104
    (b)
    
    INLD10.105
    
    Amended and Restated Registration Rights
Agreement between the Registrant, MTI and
certain shareholders of Interland named
therein dated August 6, 2001
    
    10-K
    
    8/3/101
    
    
    10.105
    
    
    INLD10.106
    
    Stock Purchase Agreement between MTI and
Micron Semiconductor Products, Inc. dated
as of August 30, 2001
    
    10-K
    
    8/31/01
    
    
    10.106
    
    
    INLD10.107
    
    Donation Agreement between Micron
Semiconductor Products, Inc. and the
Micron Technology Foundation, Inc. dated
as of August 30, 2001
    
    10-K
    
    8/31/01
    
    
    10.107
    
    
    INLD10.108(a)+
    
    Employment Agreement between the
Registrant and Allen Shulman dated
November 1, 2001
    
    10-K
    
    8/31/02
    
    
    10.108
    (a)
    
    INLD10.108(b)+
    
    Amendment to Employment Agreement between
the Registrant and Allen Shulman dated as
of September 10, 2002
    
    10-K
    
    8/31/02
    
    
    10.108
    (b)
    
    INLD10.109
    
    February 8, 2002 Investor Rights Agreement
by and among Interland, Inc., PAR
Investment Partners, L.P., Hartford
Capital Appreciation Fund, and certain
other stockholders
    
    10-Q
    
    2/28/02
    
    
    10.109
    
    
    INLD10.110(1)
    
    Agreement and Plan of Merger dated as of
February 8, 2002, by and between
CommuniTech.Net, Inc., Montana Acquisition
Company, Inc., Interland, Inc., Gabriel
Murphy, and Bryan Heitman
    
    10-Q
    
    2/28/02
    
    
    10.110
    
    
    INLD10.112
    
    Amendment to Stock Rights Agreement dated
as of March 28, 2002 by and among
Interland Inc., Gabriel Murphy and Bryan
Heitman
    
    10-Q
    
    5/31/02
    
    
    10.112
    
    
    INLD10.115(2)
    
    Microsoft Services Provider License
Agreement dated as of January 15, 2002
    
    10-K
    
    8/31/02
    
    
    10.115
    
    
    INLD
 15




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##### Table of Contents



FILEDINCORPORATED BY REFERENCE
    
    PREVIOUSLYON FORM
    
    FILEDExhibit
    
    Description
    
    Form
    
    Date
    
    Number
    
    Registrant
    
    10-K
    
    HEREWITH10.116
    
    Escrow Agreement dated as of June 13,
2003, by and among Interland, Inc.,
William B. Bunting, Steven S. Harter, and
Dominique Bellanger, and SunTrust Bank, a
Georgia banking corporation (the Escrow
Agent)
    
    10-Q
    
    5/31/03
    
    
    10.1
    
    
    INLD10.118+
    
    Employment Agreement dated as of January
13, 2003 by and between Interland and
William Jones
    
    10-K/A
    
    8/31/03
    
    
    10.118
    
    
    INLD10.119+
    
    Employment Agreement dated as of August 5,
2002 by and between Interland and Tiffani
D. Bova
    
    10-K/A
    
    8/31/03
    
    
    10.119
    
    
    INLD10.120
    
    Promissory Note in the principal amount of
$4,780,475 dated February 11, 2004 in
favor or U.S. Bancorp Oliver-Allen
Technology Leasing
    
    10-Q
    
    2/29/04
    
    
    10.117
    
    
    INLD10.121(2)
    
    Hosting Provider Program Agreement dated
February 24, 2004 between INTERLAND, INC.
and Red Hat, Inc.
    
    10-Q
    
    2/29/04
    
    
    10.118
    
    
    INLD10.122+
    
    Form of Stock Option Agreement for
Directors and Officers under the 2002
Equity Incentive Plan
    
    
    
    
    
    
    
    
    
    
    
    X14.00
    
    Code of Ethics
    
    10-Q
    
    4/28/04
    
    
    14
    
    
    INLD21.01
    
    Subsidiaries of the Registrant
    
    
    
    
    
    
    
    
    
    
    
    
    
    X23.01
    
    Consent of Independent Registered Public
Accounting Firm
    
    
    
    
    
    
    
    
    
    
    
    X24.01
    
    Power of Attorney
    
    
    
    
    
    
    
    
    
    
    
    X31.1
    
    Certification of Chief Executive Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    X31.2
    
    Certification of Chief Financial Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    X32.1
    
    Certification of Chief Executive Officer
under Section 906 of the Sarbanes-Oxley
Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    X32.2
    
    Certification of Chief Financial Officer
under Section 906 of the Sarbanes-Oxley
Act of 2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    X
   *
    
    INLD indicates the exhibit is incorporated by reference to the
Registrants prior filings with the SEC. ILND indicates the exhibit is
incorporated by reference to Interland-Georgias prior filings with the
SEC.+
    
    Management contract or compensatory arrangement or plan. 16




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##### Table of Contents



(1)
    
    Schedules and exhibits have been omitted from the exhibit. A list of
omitted schedules and exhibits is set forth immediately following the
table of contents of the exhibit. Copies will be provided to the
Commission upon request.(2)
    
    The Company has requested confidential treatment for portions of this
exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. 17




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##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized. INTERLAND, INC.Date:
December 27, 2004
    
    /s/ Allen L. ShulmanBy: Allen L. ShulmanSenior Vice President, ChiefFinancial Officer and Executive Counsel
 Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated. Signature
    
    Title
    
    Date/s/ Joel J. Kocher
    
    Chairman of the Board, President and Chief
    
    December 27, 2004Executive Officer (principal executive officer)Joel J. Kocher/s/ Allen L. Shulman
    
    Senior Vice President, Chief Financial
    
    December 27, 2004Officer and Executive Counsel (principal financial officer)Allen L. Shulman/s/ Juan G. Troncoso
    
    Vice President (principal accounting officer)
    
    December 27, 2004Juan G. Troncoso*
    
    Director
    
    December 27, 2004John B. Balousek*
    
    Director
    
    December 27, 2004Dr. John Patrick Crecine*
    
    Director
    
    December 27, 2004Robert Lee*
    
    Director
    
    December 27, 2004Edward L. Shapiro*
    
    Director
    
    December 27, 2004Robert T. Slezak*By: /s/ Allen L. ShulmanAllen L. ShulmanAttorney-in-Fact
 18