As filed with the Securities and Exchange Commission on October 11, 2000
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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): October 11, 2000
METROMEDIA FIBER NETWORK, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-23269 11-3168327
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
360 HAMILTON AVENUE, WHITE PLAINS, NEW YORK 10601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 421-6700
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NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 9, 2000, Metromedia Fiber Network, Inc. (the
"Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with SiteSmith, Inc. and Aqueduct Acquisition Corp., a wholly-owned subsidiary
of the Company. A copy of the Merger Agreement is attached as Exhibit 1 and is
incorporated by reference.
Under the Merger Agreement, Aqueduct Acquisition Corp. will
merge with and into SiteSmith in an all-stock transaction valued at $1.36
billion based on the Company's current share price. SiteSmith stockholders will
receive between 55.0 million and 62.5 million shares of the Company's class A
common stock depending on the per share price of the class A common stock over a
period prior to closing. More specifically, if the average closing price of the
class A common stock for the 20 trading days ending four days prior to closing
is greater than $27.27 per share, SiteSmith stockholders will receive 55.0
million shares of the Company's class A common stock. If the average closing
price is less than $24.00 per share, SiteSmith stockholders will receive 62.5
million shares of the Company's class A common stock. If the average closing
price is equal to or greater than $24.00 and less than or equal to $27.27,
SiteSmith stockholders will receive a number of shares of the Company's class A
common stock equal to $1.5 billion divided by the average closing price.
Following consummation of the merger, SiteSmith will become a wholly-owned
subsidiary of the Company.
The transactions contemplated by the Merger Agreement, which
have been approved by the board of directors of each company, are intended to be
a tax-free reorganization and will be accounted for as a purchase. Consummation
of the transactions contemplated in the Merger Agreement is subject to the
expiration or earlier termination of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, effectiveness of a
registration statement on Form S-4 registering the shares of the Company's class
A common stock to be issued in the merger and other customary closing
conditions.
On October 9, 2000, in connection with the execution of the
Merger Agreement, certain SiteSmith stockholders, who collectively own more than
a majority in interest of SiteSmith's common stock and each class of SiteSmith's
preferred stock, entered into a Voting Agreement with the Company. Under the
Voting Agreement, these stockholders agreed to execute written consents or vote
in favor of the Merger Agreement and against any other competing transaction. A
copy of the Voting Agreement is attached as Exhibit 2 and is incorporated by
reference.
At the closing of the merger, the Company will enter into an
Escrow Agreement with Mark Spagnolo, as the representative of the SiteSmith
stockholders, and an escrow agent to be determined. Under the terms of the
Escrow Agreement, 15% of the merger consideration to be paid to the SiteSmith
stockholders will be placed into an escrow account to satisfy indemnification
claims that the Company might have against
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SiteSmith. One half of the merger consideration held in escrow will be released
to the SiteSmith stockholders following the filing of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2000 and the
remainder of the merger consideration held in escrow will be released on the
first anniversary of closing. A copy of the form of Escrow Agreement is attached
as Exhibit 3 and is incorporated by reference.
The Company's press release announcing the Merger Agreement is
attached as Exhibit 4 and is incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(1) Agreement and Plan of Merger, dated as of
October 9, 2000, by and among Metromedia
Fiber Network, Inc., SiteSmith, Inc. and
Aqueduct Acquisition Corp.
(2) Voting Agreement, dated as of October 9,
2000, by and among Metromedia Fiber Network,
Inc. and certain stockholders of SiteSmith,
Inc. set forth on the signature pages to the
Voting Agreement
(3) Form of Escrow Agreement by and among
Metromedia Fiber Network, Inc., Mark
Spagnolo, as representative of the SiteSmith
stockholders, and an escrow agent to be
determined
(4) Press Release dated October 10, 2000
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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 hereunto duly authorized.
METROMEDIA FIBER NETWORK, INC.
By: /s/ Gerard Benedetto
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Name: Gerard Benedetto
Title: Chief Financial Officer
Date: October 11, 2000
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EXHIBIT INDEX
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EXHIBIT
NO. DOCUMENT
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1 Agreement and Plan of Merger, dated as of October 9, 2000, by
and among Metromedia Fiber Network, Inc., SiteSmith, Inc. and
Aqueduct Acquisition Corp.
2 Voting Agreement, dated as of October 9, 2000, by and among
Metromedia Fiber Network, Inc. and certain stockholders of
SiteSmith, Inc. set forth on the signature pages to the Voting
Agreement
3 Form of Escrow Agreement by and among Metromedia Fiber
Network, Inc., Mark Spagnolo, as representative of the
SiteSmith stockholders, and an escrow agent to be determined
4 Press Release dated October 10, 2000
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