UNITED STATES
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
NAVISITE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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000-27597
(Commission File No.)
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52-2137343
(IRS Employer Identification
No.) |
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400 Minuteman Road
Andover, Massachusetts
(Address of principal executive offices)
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01810
(Zip Code) |
(978) 682-8300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item 1.02 |
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Termination of a Material Definitive Agreement. |
On
April 21, 2011, pursuant to the terms of an Agreement and
Plan of Merger, dated as of
February
1, 2011 (the
“Merger Agreement”), by and among Time Warner Cable Inc. (
“TWC”), Avatar Merger Sub
Inc., a wholly-owned subsidiary of TWC (
“Merger Sub”), and NaviSite, Inc. (
“NaviSite”), TWC
completed its acquisition of NaviSite via the merger of Merger Sub with and into NaviSite, with
NaviSite continuing as the surviving company in the merger and becoming a wholly owned subsidiary
of TWC (the
“Merger”).
On
April 21, 2011, and in connection with the Merger and the other transactions contemplated by the
Merger Agreement, NaviSite terminated the Amended and Restated Credit Agreement, dated as of
September 12, 2007 and as amended from time to time thereafter (the
“Credit Agreement”), by and
among NaviSite, certain NaviSite
Subsidiaries, Canadian Imperial Bank of Commerce, through its New
York agency, CIBC World Markets Corp., CIT Lending Services Corporation and certain affiliated
entities. The material terms and conditions of the Credit Agreement are described in NaviSite’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
October 22, 2010
and in NaviSite’s Current Report on Form 8-K as filed with the Securities and Exchange Commission
on
June 13, 2007 and are
incorporated herein by reference. Approximately $220,000 of early
termination penalties were incurred by NaviSite in connection with the termination of the Credit
Agreement.
On
April 21, 2011, and in connection with the Merger and the other transactions contemplated by the
Merger Agreement, NaviSite terminated all NaviSite equity incentive plans, including the Amended
and Restated 1999 Employee Stock Purchase Plan, the Amended and Restated 1998 Equity Incentive
Plan, the 2000 Stock Option Plan and the Amended and Restated 2003 Stock Incentive Plan, each as
amended. The material terms and conditions of the equity incentive plans are described in
NaviSite’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on
October
22, 2010 and are
incorporated herein by reference.
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Item 2.01 |
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Completion of Acquisition or Disposition of Assets. |
On
April 21, 2011, pursuant to the Merger Agreement, TWC completed its acquisition of NaviSite via
the Merger. The Merger Agreement and the transactions contemplated thereby, including the Merger,
were approved by NaviSite’s board of directors on
February 1, 2011 and were adopted and approved by
NaviSite’s stockholders at a special meeting of NaviSite’s stockholders held on
April 20, 2011.
On
April 21, 2011, at the effective time of the Merger and as a result of the Merger: (a) each
share of NaviSite’s common stock, par value $.01 per share (
“Common Stock”), issued and outstanding
immediately prior to the Merger (other than (i) shares owned by NaviSite, TWC or Merger Sub or any
wholly owned subsidiary of the foregoing (
“Excluded Shares”), and (ii) shares in respect of which
appraisal rights are properly sought (
“Dissenting Shares”)) and, subject to certain exceptions,
each share of restricted Common Stock, was converted into the right to receive $5.50 in cash,
without interest (
“Common Stock Merger Consideration”); and (b) each share of NaviSite’s Series A
Convertible Preferred Stock, par value $.01 per share (
“Series A Preferred Stock”), issued and
outstanding immediately prior to the Merger (other than Excluded Shares and Dissenting Shares) was
converted into the right to receive $8.00 in cash, without interest. All accrued and unpaid
dividends on the Series A Preferred Stock through the Merger were paid in-kind immediately prior to
the Merger and are deemed outstanding at such time.
On
April 21, 2011, at the effective time of the Merger and as a result of the Merger, each
outstanding qualified or nonqualified option to purchase shares of Common Stock (
“Company Stock
Options”) under any employee equity incentive plan or arrangement of NaviSite other than NaviSite’s
Amended and Restated 1999 Employee Stock Purchase Plan (
“Company Equity Incentive Plans”) was
automatically converted into the right to receive an amount equal to the product of (x) the excess,
if any, of the Common Stock Merger Consideration over the exercise price of each such Company Stock
Option multiplied by (y) the number of unexercised shares of Common Stock subject thereto (the
“Closing Option Merger Consideration”). Upon the consummation of the Merger, all such Company
Stock Options were cancelled and represent only the right to receive the Closing Option Merger
Consideration.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference
to the full text of the Merger Agreement, which was filed with the Securities and Exchange
Commission as an exhibit to NaviSite’s Current Report on Form 8-K dated
February 2, 2011 and is
incorporated herein by reference.
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Item 3.01 |
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing. |
On
April 21, 2011, NaviSite notified the NASDAQ Capital Market (the
“NASDAQ”) that the Merger had
been completed and requested that trading of NaviSite Common Stock on the NASDAQ be suspended.
Subsequently, an application on Form 25 was filed by NASDAQ with the Securities and Exchange
Commission to remove the Common Stock from listing on the NASDAQ and from registration under
Section 12(b) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). NaviSite
intends to file a certification on Form 15 requesting that its reporting obligations under Sections
13 and 15(d) of the Exchange Act be terminated.
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Item 3.03 |
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Material Modification to Rights of Security Holders. |
On
April 21, 2011, at the effective time of the Merger and as a result of the Merger: (a) each
share of Common Stock issued and outstanding immediately prior to the Merger (other than (i)
Excluded Shares and (ii) Dissenting Shares) and, subject to certain exceptions, each share of
restricted Common Stock, was converted into the right to receive the Common Stock Merger
Consideration; and (b) each share of Series A Preferred Stock issued and outstanding immediately
prior to the merger (other than Excluded Shares and Dissenting Shares) was converted into the right
to receive $8.00 in cash, without interest. All accrued and unpaid dividends on the Series A
Preferred Stock through the Merger were paid in-kind immediately prior to the Merger and are deemed
outstanding at such time.
On
April 21, 2011, at the effective time and as a result of the Merger, each outstanding qualified
or nonqualified Company Stock Options under
the Company Equity Incentive Plans was automatically
converted into the right to receive an amount equal to the Closing Option Merger Consideration.
Upon the consummation of the Merger, all such Company Stock Options were cancelled and represent
only the right to receive the Closing Option Merger Consideration.
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Item 5.01 |
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Changes in Control of Registrant. |
Upon closing of the Merger on
April 21, 2011, a change in control of NaviSite occurred, and
NaviSite became a wholly owned subsidiary of TWC, as described in Item 2.01 of this Current Report
on Form 8-K, which is
incorporated herein by reference. The aggregate consideration paid by TWC in
connection with the Merger is approximately $318 million. The Merger consideration was funded from
TWC’s cash on hand. See also Items 3.03 and 5.02 of this Current Report on Form 8-K, which are
incorporated herein by reference.
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger on
April 21,
2011, each member of NaviSite’s board of directors resigned from the board of directors of NaviSite
and any committees thereof, and the members of the board of directors of Merger Sub immediately
prior to the effective time of the Merger became the members of the board of directors of NaviSite.
The officers of NaviSite at the effective time of the Merger remained the officers of NaviSite
after the Merger.