EXODUS COMMUNICATIONS INC
8-K, 1999-06-18
BUSINESS SERVICES, NEC
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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)           June 17, 1999
                                                     ------------------------

                          EXODUS COMMUNICATIONS, INC.
                          ---------------------------
            (Exact name of registrant as specified in its charter)

          Delaware                    0-23795                  77-0403076
- -----------------------------       ------------          -------------------
(State or other jurisdiction        (Commission            (I.R.S. Employer
    of incorporation)               File Number)          Identification No.)


         2831 Mission College Boulevard
            Santa Clara, California                            95054-1838
      --------------------------------------                   ----------
     (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code             (408) 346-2200
                                                               --------------
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Item 5:  Other Events
         ------------

         On June 17, 1999, Exodus Communications, Inc. issued a press release
announcing that it has entered into an agreement to sell $75 million of 11 1/4%
senior notes due 2008 in a private offering. The offering will be made within
the United States to qualified institutional buyers and outside the United
States to non-U.S. persons. A copy of the press release is filed as Exhibit
99.01 and incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

   (c)  Exhibits

        Exhibit Number          Exhibit
        --------------          -------

        99.01                   Press Release, dated June 17, 1999,
                                of Exodus Communications, Inc.

                                       2
<PAGE>

                                   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.

Dated:  June 18, 1999

                                EXODUS COMMUNICATIONS, INC.

                                By:  /s/ Richard S. Stoltz
                                    -------------------------
                                     Richard S. Stoltz
                                     Executive Vice President, Finance,
                                      Chief Financial Officer and
                                      Chief Operating Officer

<PAGE>

                                 EXHIBIT INDEX
                                 -------------

Exhibit
- -------

99.01    Press release of the Company dated June 17, 1999.



<PAGE>

                                                                   EXHIBIT 99.01

FOR IMMEDIATE RELEASE



                              Contact:   Jane Whaley (investors)
                                         Exodus Communications
                                         (408) 346-2191
                                         [email protected]

                                         Maureen O'Connell (media)
                                         Exodus Communications
                                         (408) 346-2218
                                         [email protected]


                     EXODUS COMMUNICATIONS, INC. ANNOUNCES
                        AGREEMENT TO SELL $75 MILLION OF
               11 1/4% SENIOR NOTES DUE 2008 IN PRIVATE OFFERING

SANTA CLARA, CA, June 17, 1999 - Exodus Communications(TM), Inc. (NASDAQ: EXDS)
today announced that it has entered into an agreement to sell $75 million of
11 1/4% Senior Notes due 2008 in a private offering.  The offering will be made
within the United States to qualified institutional buyers and outside the
United States to non-U.S. investors.

     The Company stated that it intends to use the net proceeds of the offering
for expansion of the Company's business and for other general corporate purposes
and to fund prepaid interest accruing through July 1, 2000.

     The Senior Notes have not been registered under the Securities Act of 1933,
as amended (the "Securities Act"), or any state securities laws, and unless so
registered, may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws.

     This press release does not constitute an offer to sell or the solicitation
of an offer to buy any security and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offering would be unlawful.
<PAGE>

Forward-Looking Statements

     This press release contains forward-looking statements including statements
related to the offering of the senior notes and the use of proceeds.  These
statements involve risks and uncertainties described from time to time in
Exodus'(TM) filings with the Securities and Exchange Commission ("SEC").  In
particular, see Exodus' annual report on Form 10-K and quarterly reports on Form
10-Q filed with the SEC.  Exodus does not assume any obligation to update the
forward-looking information contained in this press release.

                                     # # #

Exodus and Exodus Communications are trademarks of Exodus Communications, Inc.
and may be registered in certain jurisdictions.


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