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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): March 1, 1999
EXODUS COMMUNICATIONS, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
000-23795 77-0403076
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(Commission File Number) (IRS Employer Identification No.)
2650 San Tomas Expressway, Santa Clara, California 95051
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(Address of principal executive offices) (Zip code)
(408) 346-2200
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On March 1, 1999, the Company issued a press release announcing that
it entered into an agreement to sell $200 million of its 5% Convertible
Subordinated Notes due March 15, 2006 in an offering within the United States to
qualified institutional buyers. A copy of the press release is filed as Exhibit
99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit Number Exhibit
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99.1 Press Release, dated March 1, 1999,
of Exodus Communications, Inc.
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SIGNATURES
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 thereunto duly authorized.
Exodus Communications, Inc.
Date: March 2, 1999 By: /s/ Richard S. Stoltz
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Richard S. Stoltz
Executive Vice President, Finance,
Chief Operating Officer and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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99.1 Press Release, dated March 1, 1999, of Exodus
Communications, Inc.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Jane Whaley
Investor Relations
Exodus Communications, Inc.
(408) 346-2191
[email protected]
Maureen O'Connell
Corporate Communications
Exodus Communications, Inc.
(408) 346-2218
[email protected]
EXODUS COMMUNICATIONS ANNOUNCES
PRICING OF PRIVATE OFFERING OF
5% CONVERTIBLE SUBORDINATED NOTES DUE MARCH 15, 2006
SANTA CLARA, CA, March 1, 1999 - EXODUS COMMUNICATIONS, INC. (Nasdaq: EXDS)
today announced that it has entered into an agreement to sell $200 million of
its 5% Convertible Subordinated Notes due March 15, 2006 through a private
offering within the United States to qualified institutional buyers.
The offering is expected to close on March 3, 1999. The Company has granted the
initial purchasers a 30-day option to purchase an additional $50 million of
notes to cover over-allotments, if any.
The notes will be convertible into common stock of the Company at a conversion
price of approximately $91.36 per share (equivalent to a conversion rate of
10.9463 shares per $1,000 principal amount of notes), representing an initial
conversion premium of 21%, for a total of approximately 2.2 million shares of
common stock of the Company (approximately 2.7 million shares if the initial
purchasers' over-allotment option is exercised in full). The notes have a
seven-year term and will be non-callable for the first two years.
The Company stated that it intends to use the net proceeds of the offering
primarily to finance the purchase of assets or businesses to be used in its
system and network management business.
The notes have not been registered under the Securities Act of 1933 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.
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About Exodus
Exodus Communications is a leading provider of Internet system and network
management solutions for enterprises with mission-critical Internet operations.
The Company manages Internet Web sites and its network infrastructure from eight
Internet Data Centers in the San Francisco (3), Los Angeles, New York, Boston,
Washington, D.C. and Seattle metropolitan areas and a server hosting facility in
London. Exodus has announced the planned addition of new Internet Data Centers
in Chicago and London and second Internet Data Centers in Seattle and
Washington, D.C. Exodus' wholly-owned subsidiary, Arca Systems, is a premier
provider of advanced network and system security consulting services. Arca
designs and develops state-of-the-art security technology solutions for complex
and sensitive information networks and systems.
Forward-Looking Statements
This press release contains forward-looking statements including statements
related to the private offering of the convertible subordinated notes. The
matters discussed in this press release involve risks and uncertainties
described from time to time in Exodus' filings with the Securities and Exchange
Commission ("SEC"). In particular, see "Factors Affecting Operating Results--Our
Substantial Leverage and Debt Service Obligations Adversely Affect Our Cash
Flow" and "--We Are Subject to Restrictive Covenants That Limit Our Flexibility"
in Exodus' annual report on form 10-K filed with the SEC. Exodus does not assume
any obligation to update the forward-looking information contained in this press
release.
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Exodus, Exodus Communications and Arca Systems are trademarks of Exodus
Communications, Inc. and may be registered in certain jurisdictions.
