SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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NaviSite, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-27597 52-2137343
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
400 Minuteman Road, Andover, Massachusetts 01810
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(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
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2.1 Stock Purchase Agreement, dated as of December 31, 2002, by and
between ClearBlue Technologies, Inc. and NaviSite, Inc.
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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
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Patricia Gilligan
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Stock Purchase Agreement, dated as of December 31, 2002, by and
between ClearBlue Technologies, Inc. and NaviSite, Inc.