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Navisite Inc – ‘8-K’ for 12/31/02

On:  Monday, 1/13/03, at 1:42pm ET   ·   For:  12/31/02   ·   Accession #:  927016-3-97   ·   File #:  0-27597

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/13/03  Navisite Inc                      8-K:2,7    12/31/02    2:31K                                    Donnelley R R & S… 07/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     16K 
 2: EX-2.1      Stock Purchase Agreement                               9     39K 


8-K   —   Current Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 2. Acquisition or Disposition of Assets
"Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2002 ----------------- NaviSite, Inc. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-27597 52-2137343 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 400 Minuteman Road, Andover, Massachusetts 01810 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (978) 682-8300 --------------
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Item 2. Acquisition or Disposition of Assets. On December 31, 2002, NaviSite, Inc., a Delaware corporation (the "Registrant"), completed the acquisition of all the issued and outstanding stock of ClearBlue Technologies Management, Inc., a Delaware corporation ("CBTM"), pursuant to a Stock Purchase Agreement, dated as of December 31, 2002 (the "Agreement"), by and between the Registrant and ClearBlue Technologies, Inc., a Delaware corporation ("CBT"). Pursuant to the Agreement, CBT, a privately-held provider of outsourced IT managed services, sold all of the issued and outstanding stock of its wholly-owed subsidiary, CBTM, to the Registrant in exchange for 8,519,676 shares of the Registrant's common stock, $0.01 par value per share ("Common Stock"), which was approximately 4.5% of the Registrant's outstanding Common Stock. CBTM is a provider of applications management and integration services to mid-sized to large enterprises and government agencies throughout the United States. After giving effect to the issuance of the 8,519,676 shares for CBTM, CBT's shareholders collectively own, directly or indirectly through CBT and CBT's wholly-owned subsidiaries, 169,813,851 shares of the Registrant's Common Stock, and a wholly-owned subsidiary of CBT owns a 12% convertible, senior secured note of the Registrant representing an aggregate principal amount of approximately $45 million and convertible into 173,435,897 shares of the Registrant's Common Stock (the "Note"). Assuming full conversion of the Note, the collective ownership position of CBT, CBT's wholly-owned subsidiaries and CBT's shareholders represents approximately 94.62% of the Registrant's outstanding Common Stock. All of the members of the Registrant's Board of Directors are officers or directors of CBT. On December 12, 2002, the Registrant's Board of Directors, pursuant to authority previously granted by the Registrant's stockholders at last year's annual meeting of stockholders on December 19, 2001, approved a reverse stock split of the Registrant's Common Stock at a ratio of one-for-fifteen (1:15), which was effective on January 7, 2003. Accordingly, after giving effect to the reverse stock split, CBT's shareholders collectively own, directly or indirectly through CBT and CBT's wholly-owned subsidiaries, 11,320,923 shares of the Registrant's Common Stock, and a wholly-owned subsidiary of CBT owns the Note convertible into 11,562,393 shares of the Registrant's Common Stock. Assuming full conversion of the Note, the collective ownership position of CBT, CBT's wholly-owned subsidiaries and CBT's shareholders after the reverse stock split still represents approximately 94.62% of the Registrant's outstanding Common Stock. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of the Business Acquired: Not filed herewith; to be filed by amendment. Pursuant to Item 7(a)(4) of Form 8-K, the Registrant hereby undertakes to file such information as soon as it is available on a Form 8-K/A Amendment to this report and in any event by March 17, 2003. (b) Pro Forma Financial Information: Not filed herewith; to be filed by amendment. Pursuant to Item 7(a)(4) of Form 8-K, the Registrant hereby undertakes to file such information as soon as it is available on a Form 8-K/A Amendment to this report and in any event by March 17, 2003. (c) Exhibits: Exhibit No. Description ---------- ----------- 2.1 Stock Purchase Agreement, dated as of December 31, 2002, by and between ClearBlue Technologies, Inc. and NaviSite, Inc. - 2 -
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SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 13, 2003 NAVISITE, INC. (Registrant) By: /s/ Patricia Gilligan --------------------------------- Patricia Gilligan Chief Executive Officer - 3 -
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EXHIBIT INDEX Exhibit No. Description ---------- ----------- 2.1 Stock Purchase Agreement, dated as of December 31, 2002, by and between ClearBlue Technologies, Inc. and NaviSite, Inc.

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘8-K’ Filing    Date First  Last      Other Filings
3/17/03210-Q,  8-K,  8-K/A
Filed on:1/13/033
1/7/032
For Period End:12/31/02144,  8-K/A
12/12/0224
12/19/0123,  DEF 14A,  PRE 14A
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Filing Submission 0000927016-03-000097   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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