CUSIP No.805423 10 0 Page 1 of 15 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )[FN1]
Savvis Communications Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
805423 10 0
(CUSIP Number)
Welsh, Carson, Anderson William J. Hewitt, Esq.
& Stowe Reboul, MacMurray, Hewitt,
320 Park Avenue, Suite 2500 Maynard & Kristol
New York, New York 10022 45 Rockefeller Plaza
Attention: Jonathan Rather New York, New York 10111
Tel. (212) 893-9500 Tel. (212) 841-5700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 2000
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
- ------------
FN1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page. The information
required on the remainder of this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
<PAGE>
CUSIP No.805423 10 0 Page 2 of 15 Pages
1) Name of Reporting Person Welsh, Carson, Ander-
and I.R.S. Identification son & Stowe VIII, L.P.
No. of Above Person, if
an Entity (Voluntary)
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization Delaware
Number of 7) Sole Voting 6,250,000 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
8) Shared Voting
Power -0-
9) Sole Disposi- 6,250,000 shares of
tive Power Common Stock
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 6,250,000 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 6.73%
Amount in Row (11)
14) Type of Reporting
Person PN
<PAGE>
CUSIP No.805423 10 0 Page 3 of 15 Pages
1) Name of Reporting Person Welsh, Carson, Ander-
and I.R.S. Identification son & Stowe VII, L.P.
No. of Above Person, if
an Entity (Voluntary)
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization Delaware
Number of 7) Sole Voting 3,475,566 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
8) Shared Voting
Power -0-
9) Sole Disposi- 3,475,566 shares of
tive Power Common Stock
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 3,475,566 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 3.74%
Amount in Row (11)
14) Type of Reporting
Person PN
<PAGE>
CUSIP No.805423 10 0 Page 4 of 15 Pages
1) Name of Reporting Person Welsh, Carson, Ander-
and I.R.S. Identification son & Stowe VI, L.P.
No. of Above Person, if
an Entity (Voluntary)
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization Delaware
Number of 7) Sole Voting 4,635,958 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
8) Shared Voting
Power -0-
9) Sole Disposi- 4,635,958 shares of
tive Power Common Stock
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 4,635,958 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 4.99%
Amount in Row (11)
14) Type of Reporting
Person PN
<PAGE>
CUSIP No.805423 10 0 Page 5 of 15 Pages
1) Name of Reporting Person WCAS Capital
and I.R.S. Identification Partners II, L.P.
No. of Above Person, if
an Entity (Voluntary)
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization Delaware
Number of 7) Sole Voting 667,761 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
8) Shared Voting
Power -0-
9) Sole Disposi- 667,761 shares of
tive Power Common Stock
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 667,761 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by .72%
Amount in Row (11)
14) Type of Reporting
Person PN
<PAGE>
CUSIP No.805423 10 0 Page 6 of 15 Pages
1) Name of Reporting Person WCAS Information
and I.R.S. Identification Partners, L.P.
No. of Above Person, if
an Entity (Voluntary)
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization Delaware
Number of 7) Sole Voting 65,357 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
8) Shared Voting
Power -0-
9) Sole Disposi- 65,357 shares of
tive Power Common Stock
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 65,357 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by Less than 0.1%
Amount in Row (11)
14) Type of Reporting
Person PN
<PAGE>
CUSIP No.805423 10 0 Page 7 of 15 Pages
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.01 par value (the
"Common Stock"), of Savvis Communications Corporation, a Delaware corporation
("Savvis" or the "Issuer"). The principal executive offices of the Issuer are
located at 12007 Sunrise Valley Drive, Reston, Virginia 20191.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rule 13d-1(k)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby file this statement on Schedule 13D
on behalf of Welsh, Carson, Anderson & Stowe VIII, L.P., a Delaware limited
partnership ("WCAS VIII"), Welsh, Carson, Anderson & Stowe VII, L.P., a Delaware
limited partnership ("WCAS VII"), Welsh, Carson, Anderson & Stowe VI, L.P., a
Delaware limited partnership ("WCAS VI"), WCAS Capital Partners II, L.P., a
Delaware limited partnership ("WCAS CP II") and WCAS Information Partners, L.P.,
a Delaware limited partnership ("WCAS IP"). WCAS VIII, WCAS VII, WCAS VI, WCAS
CP II and WCAS IP are sometimes hereinafter referred to as the "Reporting
Persons." The Reporting Persons are making this single, joint filing because
they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act. The Agreement among the Reporting Persons to file as a
group (the "Group Agreement") is attached hereto as Exhibit A.
WCAS VIII
(b)-(c) WCAS VIII is a Delaware limited partnership. The principal
business of WCAS VIII is that of a private investment partnership. The sole
general partner of WCAS VIII is WCAS VIII Associates, L.L.C., a Delaware limited
liability company ("VIII Associates"). The principal business of VIII Associates
is that of acting as the general partner of WCAS VIII. The principal business
and principal office address of WCAS VIII, VIII Associates and the managing
members of VIII Associates is 320 Park Avenue, Suite 2500, New York, New York
10022. The managing members of VIII Associates are citizens of the United
States, and their respective principal occupations are set forth below.
<PAGE>
CUSIP No.805423 10 0 Page 8 of 15 Pages
WCAS VII
(b)-(c) WCAS VII is a Delaware limited partnership. The principal
business of WCAS VII is that of a private investment partnership. The sole
general partner of WCAS VII is WCAS VII Partners, L.P., a Delaware limited
partnership ("VII Partners"). The principal business of VII Partners is that of
acting as the general partner of WCAS VII. The principal business and principal
office address of WCAS VII, VII Partners and the general partners of VII
Partners is 320 Park Avenue, Suite 2500, New York, New York 10022. The general
partners of VII Partners are citizens of the United States, and their respective
principal occupations are set forth below.
WCAS VI
(b)-(c) WCAS VI is a Delaware limited partnership. The principal
business of WCAS VI is that of a private investment partnership. The sole
general partner of WCAS VI is WCAS VI Partners, L.P., a Delaware limited
partnership ("VI Partners"). The principal business of VI Partners is that of
acting as the general partner of WCAS VI. The principal business and principal
office address of WCAS VI, VI Partners and the general partners of VI Partners
is 320 Park Avenue, Suite 2500, New York, New York 10022. The general partners
of VI Partners are citizens of the United States, and their respective
principal occupations are set forth below.
WCAS CP II
(b)-(c) WCAS CP II is a Delaware limited partnership. The principal
business of WCAS CP II is that of a private investment partnership. The sole
general partner of WCAS CP II is WCAS CP II Partners, a Delaware limited
partnership ("CP II Partners"). The principal business of CP II Partners is that
of acting as the general partner of WCAS CP II. The principal business and
principal office address of WCAS CP II, CP II Partners and the general partners
of CP II Partners is 320 Park Avenue, Suite 2500, New York, New York 10022. The
general partners of CP II Partners are citizens of the United States, and their
respective principal occupations are set forth below.
WCAS IP
(b)-(c) WCAS IP is a Delaware limited partnership. The principal
business of WCAS IP is that of a private investment partnership. The sole
general partner of WCAS IP is WCAS INFO Partners, a Delaware general partnership
("INFO Partners"). The principal business of INFO Partners is that of acting as
the general partner of WCAS IP. The principal business and principal office
address of WCAS IP, INFO Partners and the general partners of INFO Partners is
<PAGE>
CUSIP No.805423 10 0 Page 9 of 15 Pages
320 Park Avenue, Suite 2500, New York, New York 10022. The general partners of
INFO Partners are citizens of the United States, and their respective principal
occupations are set forth below.
NAME OCCUPATION
Patrick J. Welsh Managing Member, VIII Associates
General Partner, VII Partners, VI Partners and CP II
Partners
Russell L. Carson Managing Member, VIII Associates
General Partner, VII Partners, VI Partners and CP II
Partners
Bruce K. Anderson Managing Member, VIII Associates;
General Partner, VII Partners, VI Partners, CP II
Partners and INFO Partners
Thomas E. McInerney Managing Member, VIII Associates;
General Partner, VII Partners, VI
Partners, CP II Partners and INFO
Partners
Andrew M. Paul Managing Member, VIII Associates
General Partner, VII Partners, VI
Partners and CP II Partners
Laura VanBuren Managing Member, VIII Associates
General Partner, VII Partners, VI Partners and
CP II Partners
Robert A. Minicucci Managing Member, VIII Associates
General Partner, VII Partners, VI
Partners and CP II Partners
Anthony J. deNicola Managing Member, VIII Associates
General Partner, VII Partners, VI
Partners and CP II Partners
Paul B. Queally Managing Member, VIII Associates
General Partner, VII Partners and VI
Partners
Lawrence B. Sorrel Managing Member, VIII Associates
General Partner, VII Partners
Rudolph E. Rupert Managing Member, VIII Associates
General Partner, VII Partners
Jonathan M. Rather Managing Member, VIII Associates
General Partner, VII Partners
<PAGE>
CUSIP No.805423 10 0 Page 10 of 15 Pages
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
On February 28, 2000, WCAS VIII acquired from Bridge Information
Systems, Inc. ("Bridge"), an aggregate 6,250,000 shares of Common Stock of the
Issuer (the "Common Stock"), pursuant to a Securities Purchase Agreement dated
as of February 7, 2000 between Bridge and WCAS VIII (the "Purchase Agreement").
In connection with such purchase, the Issuer granted WCAS VIII registration
rights. The Purchase Agreement is attached hereto as Exhibit B and the
Registration Rights Agreement is attached hereto as Exhibit C. The purchase
price of the Common Stock was $24.00 per share, and the source of funds for such
purchase was the working capital, or funds available for investment, of WCAS
VIII.
Each of WCAS VII, WCAS VI, WCAS CP II and WCAS INFO had acquired their
respective shares of the Issuer pursuant to transactions that occurred prior to
consummation of the Issuer's initial public offering, which closed on February
18, 2000 (the "IPO").
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons have acquired securities of the Issuer for
investment purposes. Patrick J. Welsh, a managing member of VIII Associates and
general partner of each of VII Partners, VI Partners and CP II Partners, and
Thomas E. McInerney, a managing member of VIII Associates and general partner of
each of VII Partners, VI Partners, CP II Partners and INFO Partners, have served
on the Issuer's Board of Directors since prior to the IPO.
<PAGE>
CUSIP No.805423 10 0 Page 11 of 15 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following information is based on a total of 92,883,340 shares of
Common Stock outstanding as of February 18, 2000.
(a)
WCAS VIII AND VIII ASSOCIATES
WCAS VIII owns 6,250,000 shares of Common Stock, or approximately
6.73% of the Common Stock outstanding. VIII Associates, as the general
partner of WCAS VIII, may be deemed to beneficially own the securities
owned by WCAS VIII.
WCAS VII AND VII PARTNERS
WCAS VII owns 3,475,566 shares of Common Stock, or approximately 3.74%
of the Common Stock outstanding. VII Partners, as the general partner of
WCAS VII, may be deemed to beneficially own the securities owned by WCAS
VII.
WCAS VI AND VI PARTNERS
WCAS VI owns 4,635,958 shares of Common Stock, or approximately 4.99%
of the Common Stock outstanding. VI Partners, as the general partner of
WCAS VI, may be deemed to beneficially own the securities owned by WCAS VI.
WCAS CP II AND CP II PARTNERS
WCAS CP II owns 667,761 shares of Common Stock, or approximately 0.72%
of the Common Stock outstanding. CP II Partners, as the general partner of
WCAS CP II, may be deemed to beneficially own the securities owned by WCAS
CP II.
WCAS IP AND INFO PARTNERS
WCAS IP owns 65,357 shares of Common Stock, or less than 0.1% of the
Common Stock outstanding. INFO Partners, as the general partner of WCAS IP,
may be deemed to beneficially own the securities owned by WCAS IP.
MANAGING MEMBERS OF VII ASSOCIATES AND
GENERAL PARTNERS OF VII PARTNERS,
VI PARTNERS, CP II PARTNERS AND INFO PARTNERS
<PAGE>
CUSIP No.805423 10 0 Page 12 of 15 Pages
(i) Patrick J. Welsh owns directly 64,128 shares of Common Stock, or
less than 0.1% of the Common Stock outstanding.
(ii)Russell L. Carson owns 38,476 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(iii) Bruce K. Anderson owns directly 79,350 shares of Common Stock
and indirectly, in three trust accounts for the benefit of his minor
children, 7,302 shares of Common Stock, or in the aggregate less than 0.1%
of the Common Stock outstanding.
(iv) Andrew M. Paul owns 22,447 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(v) Thomas E. McInerney owns 38,476 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(vi) Laura VanBuren owns 1,335 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(vii) Robert A. Minicucci owns 29,235 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(viii) Anthony J. deNicola owns 9,755 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(ix) Paul B. Queally owns 2,174 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(x) Lawrence B. Sorrel does not own shares of Common Stock of the
Issuer.
(xi) Rudolph E. Rupert owns 3,113 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(xii) Jonathan M. Rather does not own shares of Common Stock of the
Issuer.
(b) The managing members of VIII Associates and general partners of
VII Partners, VI Partners, CP II Partners and INFO Partners may be deemed to
share the power to vote or direct the voting of and to dispose or direct the
disposition of the securities of the Issuer owned by WCAS VIII, WCAS VII, WCAS
VI, WCAS CP II and WCAS IP, respectively. Each of the managing members of VIII
Associates and general partners of VII Partners, VI Partners, CP II Partners and
INFO Partners disclaims beneficial ownership of all securities other than those
he or she owns directly or by virtue of his or her indirect pro rata interest,
as a managing member and/or general partner of VIII Associates, VII Partners, VI
<PAGE>
CUSIP No.805423 10 0 Page 13 of 15 Pages
Partners, CP II Partners and/or INFO Partners, as the case may be, in the
securities owned by WCAS VIII, WCAS VII, WCAS VI, WCAS CP II and/or WCAS IP.
(c) Except as described in this statement, none of the entities or
persons named in Item 2 has effected any transaction in the securities of the
Issuer in the past 60 days.
(d) Except as described in this statement, no person has the power to
direct the receipt of dividends on or the proceeds of sales of the shares of
Common Stock owned by WCAS VIII, WCAS VII, WCAS VI, WCAS CP II or WCAS IP.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
In connection with the purchase by WCAS VIII of the shares of Common
Stock of the Issuer from Bridge, the Issuer granted WCAS VIII registration
rights. A copy of the Registration Rights Agreement is attached hereto as
Exhibit C.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Group Agreement (Appears at Page 16)
Exhibit B - Purchase Agreement (Appears at Page 18)
Exhibit C - Registration Rights Agreement (Appears at Page 23)
<PAGE>
CUSIP No.805423 10 0 Page 14 of 15 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By: WCAS VIII Associates, LLC,
General Partner
By: /s/ Jonathan M. Rather
-----------------------------
Managing Member
WELSH, CARSON, ANDERSON & STOWE VII, L.P.
By: WCAS VII Partners, L.P.,
General Partner
By: /s/ Jonathan M. Rather
-----------------------------
General Partner
WELSH, CARSON, ANDERSON & STOWE VI, L.P.
By: WCAS VI Partners, L.P.,
General Partner
By: /s/ Jonathan M. Rather
-----------------------------
Attorney-in-Fact
WCAS CAPITAL PARTNERS II, L.P.
By: WCAS CP II Partners, L.P.,
General Partner
By: /s/ Jonathan M. Rather
-----------------------------
Attorney-in-Fact
<PAGE>
CUSIP No.805423 10 0 Page 15 of 15 Pages
WCAS INFORMATION PARTNERS, L.P.
By: WCAS INFO Partners, General Partner
By: /s/ Jonathan M. Rather
-----------------------------
Attorney-in-Fact
Dated: March 8, 2000
<PAGE>
EXHIBIT A
AGREEMENT OF
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.,
WELSH, CARSON, ANDERSON & STOWE VII, L.P.,
WELSH, CARSON, ANDERSON & STOWE VI, L.P.,
WCAS CAPITAL PARTNERS II, L.P.
AND WCAS INFORMATION PARTNERS, L.P.
PURSUANT TO RULE 13d-1(k)
The undersigned hereby agree that the statement on Schedule 13D to
which this Agreement is annexed as Exhibit A is filed on behalf of each of them
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By: WCAS VIII Associates, LLC,
General Partner
By: /s/ Jonathan M. Rather
-----------------------------
Managing Member
WELSH, CARSON, ANDERSON & STOWE VII, L.P.
By: WCAS VII Partners, L.P.,
General Partner
By: /s/ Jonathan M. Rather
-----------------------------
General Partner
WELSH, CARSON, ANDERSON & STOWE VI, L.P.
By: WCAS VI Partners, L.P.,
General Partner
By: /s/ Jonathan M. Rather
-----------------------------
Attorney-in-Fact
WCAS CAPITAL PARTNERS II, L.P.
By: WCAS CP II Partners, L.P.,
General Partner
By: /s/ Jonathan M. Rather
-----------------------------
Attorney-in-Fact
<PAGE>
WCAS INFORMATION PARTNERS, L.P.
By: WCAS INFO Partners, General Partner
By: /s/ Jonathan M. Rather
-----------------------------
Attorney-in-Fact
Dated: March 8, 2000
<PAGE>
EXHIBIT B
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of February 7, 2000, between BRIDGE
INFORMATION SYSTEMS, INC., a Missouri corporation ("SELLER"), and WELSH, CARSON,
ANDERSON & STOWE VIII, L.P., a Delaware limited partnership ("PURCHASER").
WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, for an aggregate purchase price of $150,000,000, the
number of shares of Common Stock, $.01 par value ("SAVVIS COMMON STOCK"), of
SAVVIS Communications Corporation, a Delaware corporation ("SAVVIS"), determined
in accordance with Section 1(a) below, all on the terms and subject to the
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. PURCHASE AND SALE OF SHARES.
(a) Subject to the terms and conditions set forth herein, on the
Closing Date (as defined below), Seller shall sell to Purchaser, and Purchaser
shall purchase from Seller the number of shares (rounded down to the nearest
whole share) (the "SHARES") of Savvis Common Stock equal to the quotient
obtained by dividing (1) $150,000,000 by (2) the initial price per share to the
public of Savvis Common Stock registered under Savvis' Registration Statement on
Form S-1 (No. 333-90881) (the "SAVVIS S-1") following the effectiveness thereof.
On the Closing Date, Seller shall deliver to Purchaser a certificate or
certificates evidencing the Shares, duly endorsed for transfer or accompanied by
stock transfer powers duly endorsed in blank.
(b) As payment in full for the Shares to be purchased from Seller by
Purchaser and against delivery of the Shares as aforesaid, on the Closing Date,
Purchaser shall pay to Seller the sum of $150,000,000 by wire transfer of
immediately available funds to an account designated by Seller.
(c) In the event that the number of Shares purchasable pursuant to
Section 1(a) would exceed the maximum number of Shares which may be purchased by
Purchaser under any applicable rule or interpretation of the National
Association of Securities Dealers, Inc., then Seller shall instead sell, and
Purchaser shall instead purchase, at the aforesaid initial price per share to
the public, such maximum number of Shares.
(d) The closing of the purchase and sale of the Shares contemplated
hereby shall take place at the offices of Reboul, MacMurray, Hewitt, Maynard &
Kristol, 45 Rockefeller Plaza, New York, New York 10111, at 10:00 a.m., local
<PAGE>
time, no later than the third business day following the satisfaction of the
conditions set forth in Section 4 below (such closing being herein called the
"CLOSING" and such date and time being herein called the "CLOSING DATE").
2. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby
represents and warrants to Purchaser as follows:
(a) AUTHORIZATION OF AGREEMENTS, ETC. Seller has the corporate power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder. The execution, delivery and performance by Seller of this
Agreement and the sale by Seller of the Shares have been duly authorized by all
requisite corporate action on the part of Seller and will not (i) violate any
provision of law, any order of any court or other agency of government, the
articles of incorporation or by-laws of Seller, or any provision of any
indenture, agreement or other instrument by which Seller or any of Seller's
properties or assets is bound; (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument; or (iii) result in the creation or
imposition of any lien, charge or encumbrance of any nature (collectively,
"LIENS") upon any of the properties or assets of Seller.
(b) VALIDITY. This Agreement has been duly executed and delivered by
Seller and constitutes a legal, valid and binding agreement of Seller,
enforceable against Seller in accordance with its terms, subject, as to
enforcement of remedies, to applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws from time to time in effect affecting the
enforcement of creditors' rights generally and to general principles of equity.
(c) TITLE TO SHARES. Seller is the lawful holder of record and
beneficial owner of the Shares. The delivery by Seller to Purchaser of a
certificate or certificates evidencing the Savvis Shares, duly endorsed for
transfer or accompanied by stock transfer powers duly endorsed in blank, will
transfer to Purchaser valid title to the Shares free and clear of any Liens.
(d) GOVERNMENTAL APPROVALS. Except for filings with the Department of
Justice and the Federal Trade Commission pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), no approval,
authorization, consent or order or action of or filing with any court,
administrative agency or other governmental authority is required to be obtained
or made by Seller for (i) the execution, delivery and performance by Seller of
this Agreement or (ii) the sale by Seller of the Shares as contemplated hereby.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby
represents and warrants to Seller as follows:
(a) AUTHORIZATION OF AGREEMENTS, ETC. Purchaser has the partnership
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. The execution, delivery and performance by Purchaser of
this Agreement and the purchase and receipt by Purchaser of the Shares have been
2
<PAGE>
duly authorized by all requisite partnership action on the part of Purchaser,
and will not (i) violate any provision of law, any order of any court or other
agency of government, the certificate of limited partnership or limited
partnership agreement of Purchaser, or any provision of any indenture, agreement
or other instrument by which Purchaser or any of Purchaser's properties or
assets is bound; (ii) conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any such indenture,
agreement or other instrument; or (iii) result in the creation or imposition of
any Lien upon any of the properties or assets of Purchaser.
(b) VALIDITY. This Agreement has been duly executed and delivered by
Purchaser and constitutes a legal, valid and binding agreement of Purchaser,
enforceable against Purchaser in accordance with its terms, subject, as to
enforcement of remedies, to applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws from time to time in effect affecting the
enforcement of creditors' rights generally and to general principles of equity.
(c) GOVERNMENTAL APPROVALS. Except for filings with the Department of
Justice and the Federal Trade Commission pursuant to the HSR Act, no approval,
authorization, consent or order or action of or filing with any court,
administrative agency or other governmental authority is required to be
obtained or made by Purchaser for (i) the execution, delivery and performance by
Purchaser of this Agreement or (ii) the purchase and receipt by Purchaser of the
Shares as contemplated hereby.
(d) INVESTMENT REPRESENTATIONS. Purchaser is acquiring the Shares for
its own account, for investment, and not with a view toward the resale or
distribution thereof. Purchaser understands that it must bear the economic risk
of its investment for an indefinite period of time because the Shares are not
registered under the Securities Act of 1933, as amended (the "SECURITIES ACT")
or any applicable state securities laws, and may not be resold unless
subsequently registered under the Securities Act and such other laws or unless
an exemption from such registration is available. Purchaser represents that it
has such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of its investment in the Shares.
Purchaser further represents that it is an "accredited investor" as such term is
defined in Rule 501 of Regulation D of the Securities and Exchange Commission
under the Securities Act and that it has not been formed solely for the purpose
of acquiring the Shares being purchased by it hereunder.
4. CONDITIONS TO CLOSING. The obligations of each of Seller and
Purchaser to consummate the transactions contemplated hereby are subject to the
satisfaction, on or before the Closing Date, of each of the following
conditions:
(a) The representations and warranties of the other party hereto
contained herein shall be true and correct in all material respects on and as of
such date.
(b) Any waiting period applicable to or approval required for the
transactions contemplated hereby under the HSR Act shall have terminated or
expired or been obtained.
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(c) The Savvis S-1 shall have been declared effective by the
Securities and Exchange Commission in substantially the form of Amendment No. 6
thereto, the Purchase Agreement filed as Exhibit 1.1 thereto shall have been
executed and delivered in substantially such form and the transactions
contemplated by Section 2(c) thereof shall have been consummated
5. TERMINATION. Buyer may terminate this Agreement at any time prior
to the Closing Date if the condition specified in Section 4(c) hereof shall not
have been satisfied on or prior to the close of business on February 29, 2000.
Either party may terminate this Agreement at any time prior to the Closing Date
if (i) the condition specified in Section 4(c) hereof shall not have been
satisfied on or prior to the close of business on June 30, 2000, or (ii) all
conditions specified in Section 4 hereof shall not have been satisfied on or
prior to September 30, 2000. Upon any such termination, all obligations of the
parties hereunder shall terminate without any liability of any party to the
other party; provided, however, that Section 6(a) shall survive such
termination.
6. MISCELLANEOUS.
(a) Seller will pay its own expenses and the reasonable expenses of
Purchaser in connection with the transactions contemplated hereby, including the
fees and expenses of legal counsel.
(b) For the convenience of the parties, this Agreement may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
(c) Any notice or other communications required or permitted
hereunder shall be deemed to be sufficient if contained in a written instrument
delivered in person or duly sent by national overnight courier service, by first
class certified mail, postage prepaid, or by facsimile (followed by delivery by
overnight courier) addressed to such party at the address or facsimile number
for such party set forth on the signature page hereto, or to such other address
or facsimile number as either party hereto shall have designated by notice in
writing to the other party hereto.
(d) This Agreement and the Registration Rights Agreement being
entered into by Purchaser, Seller and Savvis concurrently herewith constitute
the entire agreement between the parties hereto with respect to the subject
matter hereof and supersede all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter hereof.
(e) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
(f) This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. Neither this
Agreement nor any of the parties' rights or obligations hereunder shall be
assignable by either party hereto without the prior written consent of the other
party hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
BRIDGE INFORMATION SYSTEMS, INC.
By /s/Daryl Rhodes
-------------------------------
Name: Daryl Rhodes
Title: Treasurer
Address: 3 World Financial Center
27th Floor
New York, NY 10281-1009
Attention: Mr. Steve Wilson
Facsimile: (212) 372-7190
WELSH, CARSON, ANDERSON
& STOWE VIII, L.P.
By WCAS VIII Associates LLC,
General Partner
By /s/Patrick J. Welsh
-------------------------------
Name: Patrick J. Welsh
Title: Managing Member
Address: 320 Park Avenue, Suite 2500
New York, NY 10022
Attention: Mr. Patrick J. Welsh
Facsimile: (212) 893-9575
<PAGE>
EXHIBIT C
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of February 7, 2000, among
SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation ("SAVVIS"), WELSH,
CARSON, ANDERSON & STOWE VIII, L.P., a Delaware limited partnership ("WCAS
VIII") and BRIDGE INFORMATION SYSTEMS, INC., a Missouri corporation ("BRIDGE").
WCAS VIII and its successors and permitted assigns are hereinafter sometimes
collectively called the "INVESTORS".
W I T N E S S E T H:
WHEREAS, WCAS VIII and Bridge are parties to a Stock Purchase
Agreement, dated as of the date hereof (the "PURCHASE AGREEMENT"), pursuant to
which Bridge desires to sell to WCAS VIII the number of shares ("SAVVIS COMMON
SHARES") of Common Stock. $.01 par value ("SAVVIS COMMON STOCK"), of Savvis
determined in accordance with Section 1 thereof, on the terms and conditions set
forth therein;
WHEREAS, Savvis is currently engaged in the registration on Form S-1
(Registration No. 333-90881) of Savvis Common Stock for an initial public
offering of Savvis Common Stock for sale by itself and Bridge, as a selling
stockholder, through a firm commitment underwritten public offering (the
"OFFERING");
WHEREAS, the purchase contemplated by the Purchase Agreement will (i)
help to assure the successful completion of the Offering on a timely basis and
(ii) strengthen Bridge financially, better assuring its ability to perform its
obligations under the network transfer agreements to be entered into by Savvis,
Bridge and certain of their respective subsidiaries concurrently with the
closing of the Offering; and
WHEREAS, in order to induce WCAS VIII to enter into the Purchase
Agreement and consummate the transactions contemplated thereby, Bridge and
Savvis wish to grant to WCAS VIII certain registration rights with respect to
the shares of Savvis Common Stock purchased by WCAS VIII pursuant thereto;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. CERTAIN DEFINITIONS. For purposes of this Agreement, the
following terms have the meanings set forth below:
"COMMISSION" means the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.
<PAGE>
"EXCHANGE ACT" means the Securities Exchange Act of 1934 or any
successor federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"RESTRICTED STOCK" means, at any time, the Savvis Common Shares and
any shares of Savvis common stock issuable upon or issuable with respect to
the Savvis Common Shares by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise, in each case only so
long as such shares have not been sold to the public pursuant to an
effective registration statement under, or pursuant to Rule 144 under, the
Securities Act.
"SECURITIES ACT" means the Securities Act of 1933 (or any successor
federal statute) and the rules and regulations of the Commission
thereunder, as the same shall be in effect at the time.
"TRANSFER" means, with respect to any Restricted Stock, the sale,
transfer, assignment, pledge, encumbrance, distribution or other
disposition of such securities.
SECTION 2. TRANSFERS OF RESTRICTED STOCK.
(a) NOTICE OF TRANSFER. If any Investor shall Transfer any shares of
Restricted Stock, notice of which Transfer is not otherwise required to be
delivered to Savvis hereunder, then within three days following the consummation
of such Transfer, such Investor shall deliver notice thereof to Savvis.
(b) SECURITIES LAW COMPLIANCE. Each Investor agrees that it will not
effect any Transfer of any shares of Restricted Stock unless such Transfer is
made pursuant to an effective registration statement under the Securities Act or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act (and, in either case, in
compliance with all applicable state securities laws). Savvis agrees, and each
Investor understands and consents, that Savvis will not cause or permit the
Transfer of any shares of Restricted Stock to be made on its books (or on any
register of securities maintained on its behalf) unless the Transfer is
permitted by, and has been made in accordance with, (x) the terms of this
Agreement and (y) all applicable federal and state securities laws. Each
Investor agrees that in connection with any Transfer of Restricted Stock that is
not made pursuant to a registered public offering, Savvis may request an opinion
of legal counsel reasonably acceptable to Savvis (it being agreed that Reboul,
MacMurray, Hewitt, Maynard & Kristol and Schulte Roth & Zabel LLP shall be
satisfactory) for the transferring Investor stating that such transaction is
exempt from registration under all applicable laws; provided, however, that no
such opinion shall be required in the case of a transfer by any Investor to its
affiliates or, if any such entity is a partnership or limited liability company,
a transfer by any Investor or its affiliates to its partners or members.
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(c) SECURITIES ACT LEGEND FOR CERTIFICATES. From and after the date
hereof (and until such time as such securities have been sold to the public
pursuant to an effective registration statement under the Securities Act or
pursuant to Rule 144 or the holder of such securities shall have requested the
issuance of new certificates in writing and delivered to Savvis an opinion of
legal counsel reasonably acceptable to Savvis (it being agreed that Reboul,
MacMurray, Hewitt, Maynard & Kristol and Schulte Roth & Zabel LLP shall be
satisfactory) to such effect) all certificates representing shares of Restricted
Stock that are held by any Investor shall bear a legend which shall state the
following:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, NOR ANY APPLICABLE STATE LAW, AND
NO INTEREST HEREIN MAY BE OFFERED, SOLD, ASSIGNED, DISTRIBUTED, PLEDGED OR
OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION
STATEMENT WITH RESPECT THERETO UNDER SAID ACT AND LAWS OR (B) SUCH
TRANSACTION IS EXEMPT FROM SUCH REGISTRATION."
SECTION 3. REGISTRATION RIGHTS.
(a) DEMAND REGISTRATION RIGHTS. Subject to paragraph (j) below, if
Savvis shall at any time be requested by Investors holding a majority in
interest of the Restricted Stock, in a writing that states the number of shares
of Restricted Stock to be sold and the intended method of disposition thereof
(each such written request, a "DEMAND NOTICE"), to effect a registration under
the Securities Act of all or any portion of the Restricted Stock then held by
such requesting Investors, Savvis shall immediately notify in writing (each such
notice, a "DEMAND FURTHER NOTICE") each other Investor (other than the
requesting Investors) of such proposed registration and shall use its reasonable
best efforts to register under the Securities Act (each such registration, a
"DEMAND REGISTRATION"), for public sale in accordance with the method of
disposition specified in such Demand Notice, the number of shares of Restricted
Stock specified in such Demand Notice (plus the number of shares of Restricted
Stock specified in any written requests for registration of shares of Restricted
Stock that are received from other Investors (other than the requesting
Investors) within 30 days after receipt by such other Investors of a Demand
Further Notice). Savvis shall not be obligated pursuant to this paragraph (a) to
file and cause to become effective more than two Demand Registrations.
(b) ADDITIONAL SHORT-FORM REGISTRATION RIGHTS. If Savvis becomes
eligible to use Form S-3 or a successor form, Savvis shall use its reasonable
best efforts to continue to qualify at all times for registration on Form S-3 or
such successor form. Subject to paragraph (j) below, if (x) Savvis is eligible
to register shares of Savvis Common Stock on Form S-3 or a successor form and
(y) it is requested by any Investor, in a writing that states the number of
shares of Restricted Stock to be sold and the intended method of disposition
thereof (each such written request, a "SHORT FORM REGISTRATION NOTICE"), to
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effect a registration on Form S-3 or such successor form (a "SHORT FORM
REGISTRATION") of all or any portion of the Restricted Stock then held by such
requesting Investor, Savvis shall immediately notify in writing (each such
notice, a "SHORT FORM FURTHER NOTICE") each other Investor (other than the
requesting Investor) of such proposed registration and shall use its reasonable
best efforts to register on Form S-3 or such successor form, for public sale in
accordance with the method of disposition specified in such Short Form Further
Notice, the number of shares of Restricted Stock specified in such Short Form
Further Notice (plus the number of shares of Restricted Stock specified in any
written requests for registration of shares of Restricted Stock that are
received from other Investors (other than the requesting Investor) within 30
days after receipt by such other Investors of a Savvis Short Form Registration
Notice); provided, no Investor or group of Investors shall have the right to
request a Short Form Registration unless the proposed aggregate net proceeds to
the requesting Investor(s) (which shall be specified in the Short Form
Registration Request delivered in connection therewith) exceeds $5,000,000.
(c) CERTAIN PROVISIONS RELATING TO REQUIRED REGISTRATIONS.
Notwithstanding anything to the contrary contained in this Agreement, Savvis
shall not be obligated to effect any registration under paragraph (a) or (b)
above except in accordance with the following provisions:
(i) the obligations of Savvis under paragraph (a) or (b) above, as
the case may be, to effect a registration shall be deemed satisfied only
when a registration statement covering all of the shares of Restricted
Stock specified in the applicable Demand Notice or Short Form Registration
Notice, as the case may be, for sale in accordance with the intended method
of disposition specified by the requesting Investors, shall have become
effective and, if such method of disposition is a firm commitment
underwritten public offering, all such shares of Restricted Stock shall
have been sold pursuant thereto;
(ii) so long as Savvis has provided written notice of a prior
registration statement to each Investor in compliance with paragraph (d)
below, Savvis shall not be obligated under paragraph (a) or (b) above to
file and cause to become effective any registration statement so long as
such prior registration statement (other than a registration statement on
Form S-4 or Form S-8 promulgated under the Securities Act (or any successor
forms thereto) or any other form not available for registering the
Restricted Stock for sale to the public) pursuant to which shares of common
stock of Savvis are to be (or were to be) sold to the public was filed
prior to the delivery of the applicable Demand Notice or Short Form
Registration Notice, as the case may be (and such prior registration
statement has not been withdrawn); provided, Savvis shall not be permitted
to delay a requested registration under paragraph (a) or (b) above in
reliance on this paragraph (c)(ii) more than 180 days following the
effective date of such prior registration statement;
(iii) if the proposed method of disposition specified by the
requesting Investors shall be an underwritten public offering, the number
of shares of Restricted Stock to be included in such an offering may be
reduced (pro rata among the Investors seeking to include Restricted Stock
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<PAGE>
in such offering based on the number of shares of Restricted Stock so
requested to be registered by such Investors) if and to the extent that, in
the good faith opinion of the managing underwriter of such offering,
inclusion of all shares would adversely affect the marketing (including,
without limitation, the offering price) of the Restricted Stock to be sold;
(iv) in the event that the proposed method of disposition specified by
the requesting Investors shall be an underwritten public offering, Savvis
shall choose the managing underwriter (which shall be a nationally
recognized investment banking firm reasonably acceptable to the (A) the
requesting Investors and (B) Investors holding a majority of the Restricted
Stock being sold in such offering);
(v) Savvis shall be entitled to include in any registration referred
to in paragraph (a) or (b) above, as the case may be, for sale in
accordance with the method of disposition specified by the requesting
Investors, shares of common stock of Savvis to be sold by Savvis for its
own account, except as and to the extent that, in the opinion of the
managing underwriter of such offering (if such method of disposition shall
be an underwritten public offering), such inclusion would adversely affect
the marketing (including, without limitation, the offering price) of the
Restricted Stock to be sold;
(vi) except as provided in paragraph (c)(v) above, Savvis will not
effect any other registration of its common stock, whether for its own
account or that of other holder(s) of common stock of Savvis, from the date
of receipt of a Demand Notice or the date of receipt of a Short Form
Registration Notice, as the case may be, until the completion of the period
of distribution of the registration contemplated thereby;
(vii) if any Investor (other than the requesting Investors) requests
that some or all of such Investor's shares of Restricted Stock be included
in an offering initiated pursuant to paragraph (a) or (b) above, and the
registration is to be, in whole or in part, an underwritten public offering
of common stock, such request by such other Investor shall specify that
such Investor's Restricted Stock is to be included in the underwriting on
the same terms and conditions as the shares of Restricted Stock otherwise
being sold through the underwriter; and
(viii) if, while a registration is pending, Savvis determines in good
faith that the filing of a registration statement would require the
disclosure of a material transaction or another set of material facts and
such disclosure would either have a material adverse effect on such
material transaction or Savvis and its subsidiaries (taken as a whole),
then Savvis shall not be required to effect a registration pursuant to
paragraph (a) or (b) above, as the case may be, until the earlier of (A)
the date upon which such material information is otherwise disclosed to the
public or ceases to be material and (B) 90 days after Savvis makes such
good faith determination; provided, Savvis shall not be permitted to delay
a requested registration under paragraph (a) or (b) above in reliance on
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this paragraph (c)(viii) more than twice or for more than an aggregate of
90 days in any consecutive twelve-month period.
(d) PIGGYBACK REGISTRATION RIGHTS. If at any time Savvis proposes to
register any of its common stock under the Securities Act for sale to the
public, whether for its own account or for the account of other security holders
or both (other than a registration on Form S-4 or Form S-8 promulgated under the
Securities Act (or any successor forms thereto) or any other form not available
for registering the Restricted Stock for sale to the public), it will give
written notice (each such notice a "PIGGYBACK NOTICE") at such time to each
Investor of its intention to do so. Subject to paragraph (j) below, upon the
written request of any Investor, given within 30 days after receipt by such
holder of the Piggyback Notice, to register any of its Restricted Stock (which
request shall state the amount of Restricted Stock to be so registered and the
intended method of disposition thereof), Savvis will use its reasonable best
efforts to cause the Restricted Stock, as to which registration shall have been
so requested, to be included in the securities to be covered by the registration
statement proposed to be filed by Savvis, all to the extent requisite to permit
the sale or other disposition by such Investor (in accordance with its written
request) of such Restricted Stock so registered; provided, nothing herein shall
prevent Savvis from abandoning or delaying such registration at any time. In the
event that any registration referred to in this paragraph (d) shall be, in whole
or in part, an underwritten public offering of common stock of Savvis, any
request by an Investor pursuant to this paragraph (d) to register Restricted
Stock shall specify either that (i) such Restricted Stock is to be included in
the underwriting on the same terms and conditions as the shares of Savvis common
stock otherwise being sold through underwriters under such registration or (ii)
such Restricted Stock is to be sold in the open market without any underwriting,
on terms and conditions comparable to those normally applicable to offerings of
common stock in reasonably similar circumstances. The number of shares of
Restricted Stock to be included in such an underwritten offering may be reduced
(pro rata among the requesting Investors based upon the number of shares of
Restricted Stock so requested to be registered or pro rata among all the
requesting stockholders based upon the number of shares of common stock of
Savvis so requested to be registered if stockholders other than Investors also
request to be included) if and to the extent that the managing underwriter of
such offering shall be of the good faith opinion that such inclusion would
adversely affect the marketing (including, without limitation, the offering
price) of the securities to be sold by Savvis therein, or by the other security
holders for whose benefit the registration statements has been filed.
(e) HOLDBACK AGREEMENT. Notwithstanding anything to the contrary
contained in this Agreement, (i) if there is a firm commitment underwritten
public offering of securities of Savvis pursuant to a registration covering
Restricted Stock and an Investor does not elect to sell his Restricted Stock to
the underwriters of Savvis's securities in connection with such offering, such
Investor shall refrain from selling such Restricted Stock during the period of
distribution of Savvis's securities by such underwriters and the period in which
the underwriting syndicate participates in the after market; provided, such
Investor shall, in any event, be entitled to sell its Restricted Stock
commencing on the 180th day after the effective date of such registration
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statement; and (ii) if there is a firm commitment underwritten public offering
of securities of Savvis by Savvis, each Investor agrees that, except to the
extent otherwise permitted to participate in such offering pursuant to paragraph
(d) above, upon the request of the managing underwriter in such offering, such
Investor shall not sell Savvis Common Stock held by such Investor for a period
of 180 days from the effective date of the registration statement relating
thereto.
(f) CERTAIN REGISTRATION PROCEDURES. If and whenever Savvis is
required by the provisions of this Section 3 to use its reasonable best efforts
to effect the registration of Restricted Stock under the Securities Act, Savvis
will, as expeditiously as possible:
(i) prepare (and afford counsel for the selling Investors reasonable
opportunity to review and comment thereon) and file with the Commission a
registration statement with respect to such securities and use its
reasonable best efforts to cause such registration statement to become and
remain effective for the period of the distribution contemplated thereby
(determined as hereinafter provided);
(ii) prepare (and afford counsel for the selling Investors reasonable
opportunity to review and comment thereon) and file with the Commission
such amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective for the period of distribution
contemplated thereby (determined as hereinafter provided) and as comply
with the provisions of the Securities Act with respect to the disposition
of all Restricted Stock covered by such registration statement in
accordance with the selling Investors' intended method of disposition set
forth in such registration statement for such period;
(iii) furnish to each selling Investor and to each underwriter such
number of copies of the registration statement and the prospectus included
therein (including, without limitation, each preliminary prospectus) as
such persons may reasonably request in order to facilitate the public sale
or other disposition of the Restricted Stock covered by such registration
statement;
(iv) use its reasonable best efforts to register or qualify the
Restricted Stock covered by such registration statement under the
securities or blue sky laws of such jurisdictions as the sellers of
Restricted Stock or, in the case of an underwritten public offering, the
managing underwriter, shall reasonably request; provided, Savvis will not
be required to (x) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this paragraph
(iv), (y) subject itself to taxation in any such jurisdiction or (z)
consent to general service of process in any jurisdiction;
(v) immediately notify each selling Investor under such registration
statement and each underwriter, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the
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happening of any event as a result of which the prospectus contained in
such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing, and each
Investor agrees to refrain from further using such prospectus upon receipt
of such notice;
(vi) use its reasonable best efforts (if the offering is underwritten)
to furnish, at the request of any selling Investor, on the date that
Restricted Stock is delivered to the underwriters for sale pursuant to such
registration: (A) an opinion dated such date of counsel representing Savvis
for the purposes of such registration, addressed to the underwriters and to
such selling Investor, stating that such registration statement has become
effective under the Securities Act and that (1) to the best knowledge of
such counsel, no stop order suspending the effectiveness thereof has been
issued and no proceedings for that purpose have been instituted or are
pending or contemplated under the Securities Act, (2) the registration
statement, the related prospectus, and each amendment or supplement
thereof, comply as to form in all material respects with the requirements
of the Securities Act and the applicable rules and regulations of the
Commission thereunder (except that such counsel need express no opinion as
to financial statements, the notes thereto, and the financial schedules and
other financial and statistical data contained therein) and (3) to such
other effects as may reasonably be requested by counsel for the
underwriters or by such selling Investor or its counsel, and (B) a letter
dated such date from the independent public accountants retained by Savvis,
addressed to the underwriters, stating that they are independent public
accountants within the meaning of the Securities Act and that, in the
opinion of such accountants, the financial statements of Savvis included in
the registration statement or the prospectus, or any amendment or
supplement thereof, comply as to form in all material respects with the
applicable accounting requirements of the Securities Act, and such letter
shall additionally cover such other financial matters (including, without
limitation, information as to the period ending no more than five business
days prior to the date of such letter) with respect to the registration in
respect of which such letter is being given as such underwriters or such
selling Investor may reasonably request; and
(vii) make available for inspection by each selling Investor, any
underwriter participating in any distribution pursuant to such registration
statement, and any attorney, accountant or other agent retained by such
selling Investor or underwriter, all financial and other records, pertinent
corporate documents and properties of Savvis, and cause Savvis's officers,
directors and employees to supply all information reasonably requested by
any such selling Investor, underwriter, attorney, accountant or agent in
connection with such registration statement and permit such selling
Investor, attorney, accountant or agent to participate in the preparation
of such registration statement.
For purposes of paragraphs (f)(i) and (f)(ii) above (as well as paragraphs
(c)(vi) and(e) above), the "PERIOD OF DISTRIBUTION" of Restricted Stock in a
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firm commitment underwritten public offering shall be deemed to extend until
each underwriter has completed the distribution of all securities purchased by
it, and the period of distribution of Restricted Stock in any other registration
shall be deemed to extend until the sale of all Restricted Stock covered
thereby, but in either case, such period shall not extend beyond the 180th day
(or, in the case of paragraph (c)(vi) above, the 90th day) after the effective
date of the registration statement filed in connection therewith.
(g) INFORMATION FROM SELLING INVESTORS. In connection with each
registration hereunder, Investors selling Restricted Stock will furnish to
Savvis in writing such information with respect to themselves and the proposed
distribution by them as shall be reasonably necessary in order to assure
compliance with federal and applicable state securities laws.
(h) UNDERWRITING AGREEMENT. In connection with any registration
pursuant to this Section 3 that covers an underwritten public offering, Savvis
and Investors selling Restricted Stock (and Bridge, to the extent requested by
the managing underwriter) each agree to enter into a written agreement with the
managing underwriter selected in the manner herein provided in such form and
containing such provisions as are customary in the securities business for such
an arrangement between major underwriters, selling stockholders and companies of
Savvis' and Bridge's size and investment stature; provided, (i) such agreement
shall not contain any such provision applicable to Savvis which is inconsistent
with the provisions hereof and (ii) the time and place of the closing under said
agreement shall be as mutually agreed upon among Savvis such managing
underwriter and, except in the case of a registration pursuant to paragraph (d)
above, Investors holding a majority of the Restricted Stock being sold in such
offering.
(i) EXPENSES. Bridge will pay all Registration Expenses incurred in
complying with Section 3 of this Agreement. All Selling Expenses incurred in
connection with any registered offering of securities that, pursuant to this
Section 3, includes Restricted Stock, shall be borne by the participating
sellers in proportion to the number of shares sold by each, or by such persons
other than Savvis (except to the extent Savvis shall be a seller) as they may
agree. All expenses incident to performance of or compliance by Savvis with
Section 3 hereof, including, without limitation, all Commission, stock exchange
or National Association of Securities Dealers, Inc. ("NASD") registration and
filing fees (including, without limitation, fees and expenses incurred in
connection with the listing of the common stock of Savvis on any securities
exchange or exchanges), printing, distribution and related expenses, fees and
disbursements of counsel and independent public accountants for Savvis, all fees
and expenses incurred in connection with compliance with state securities or
blue sky laws and the rules of the NASD or any securities exchange, transfer
taxes and fees of transfer agents and registrars, but excluding any Selling
Expenses, are herein called "REGISTRATION EXPENSES". All underwriting discounts
and selling commissions applicable to the sale of Restricted Stock are herein
called "SELLING EXPENSES".
(j) AVAILABILITY OF RULE 144(d). Each Investor agrees that during any
period in which such Investor is eligible to sell all of its shares of
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Restricted Stock pursuant to Rule 144(k), such Investor shall not be entitled to
invoke or otherwise participate with respect to the registration rights granted
pursuant to paragraphs (a), (b) and (d) above.
SECTION 4. INDEMNIFICATION RIGHTS AND OBLIGATIONS IN RESPECT OF
REGISTERED OFFERINGS OF RESTRICTED STOCK.
(a) SAVVIS INDEMNIFICATION OF SELLING INVESTORS. In the event of a
registration of any of the Restricted Stock under the Securities Act pursuant to
Section 3 of this Agreement, Savvis will indemnify and hold harmless each seller
of Restricted Stock thereunder and each other person, if any, who controls such
seller within the meaning of the Securities Act, against any losses, claims,
damages or liabilities, joint or several, (or actions in respect thereof) to
which such seller or controlling person may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any registration
statement under which such Restricted Stock was registered under the Securities
Act, any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each such seller and each such controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, Savvis
will not be liable in any such case if and to the extent that any such loss,
claim, damage, liability or action arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished by such seller or such controlling person
in writing specifically for use in such registration statement or prospectus.
(b) SELLING INVESTOR INDEMNIFICATION OF SAVVIS AND THE OTHER SELLING
STOCKHOLDERS. In the event of a registration of any of the Restricted Stock
under the Securities Act pursuant to Section 3 of this Agreement, each seller of
such Restricted Stock thereunder, severally and not jointly, will indemnify and
hold harmless Savvis and each person, if any, who controls Savvis within the
meaning of the Securities Act, each officer of Savvis who signs the registration
statement, each director of Savvis, each underwriter and each person who
controls any underwriter within the meaning of the Securities Act, and each
other seller of Restricted Stock and each person who controls any such other
seller of Restricted Stock, against all losses, claims, damages or liabilities,
joint or several, (or actions in respect thereof) to which Savvis or such
officer or director or underwriter or other seller or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the registration statement under which such Restricted Stock
was registered under the Securities Act, any preliminary prospectus or final
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prospectus contained therein, or any amendment or supplement thereof, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse Savvis and each such officer,
director, underwriter, other seller of Restricted Stock and controlling person
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, such seller will be liable hereunder in any such case if and only to
the extent that any such loss, claim, damage, liability or action arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with information
pertaining to such seller, as such, furnished in writing to Savvis by such
seller specifically for use in such registration statement or prospectus;
provided, further, the liability of each seller hereunder shall be limited to
the proportion of any such loss, claim, damage, liability or expense which is
equal to the proportion that the public offering price of shares sold by such
seller under such registration statement bears to the total public offering
price of all securities sold thereunder, but not to exceed the proceeds (net of
underwriting discounts and commissions) received by such seller from the sale of
Restricted Stock covered by such registration statement.
(c) INDEMNIFICATION PROCEDURES. Promptly after receipt by an
indemnified party hereunder of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified party other than under this
Section 4. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 4 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be reasonable defenses available to it which are different from
or additional to those available to the indemnifying party, or if the interests
of the indemnified party reasonably may be deemed to conflict with the interests
of the indemnifying party, the indemnified party shall have the right to select
a separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the expenses and fees of such
separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred. Notwithstanding the foregoing,
any indemnified party shall have the right to retain its own counsel in any such
action, but the fees and disbursements of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party shall have failed to
retain counsel for the indemnified person as aforesaid or (ii) the indemnifying
party and such indemnified party shall have mutually agreed to the retention of
such counsel. It is understood that the indemnifying party shall not, in
connection with any action or related actions in the same jurisdiction, be
liable for the fees and disbursements of more than one separate firm qualified
in such jurisdiction to act as counsel for the indemnified party. The
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indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. The indemnification of underwriters provided for
in this Section 4 shall be on such other terms and conditions as are at the time
customary and reasonably required by such underwriters. In that event the
indemnification of the sellers of Restricted Stock in such underwriting shall at
the sellers' request be modified to conform to such terms and conditions.
(d) CONTRIBUTION. If the indemnification provided for in paragraphs
(a) and (b) of this Section 4 is unavailable or insufficient to hold harmless an
indemnified party under such paragraphs in respect of any losses, claims,
damages or liabilities or actions in respect thereof referred to therein, then
each indemnifying party shall in lieu of indemnifying such indemnified party
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or actions in such proportion as
appropriate to reflect the relative fault of Savvis, on the one hand, and the
underwriters and the sellers of such Restricted Stock, on the other, in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or actions as well as any other relevant equitable
considerations, including, without limitation, the failure to give any notice
under paragraph (c) above. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact relates to information supplied by Savvis, on the one hand, or the
underwriters and the sellers of such Restricted Stock, on the other, and to the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. Savvis and each of you agree that
it would not be just and equitable if contributions pursuant to this paragraph
were determined by pro rata allocation (even if all of the sellers of such
Restricted Stock were treated as one entity for such purpose) or by any other
method of allocation which did not take account of the equitable considerations
referred to above in this paragraph. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, liabilities or
action in respect thereof, referred to above in this paragraph, shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this paragraph, the sellers of such Restricted
Stock shall not be required to contribute any amount in excess of the amount, if
any, by which the total price at which the Restricted Stock sold by each of them
was offered to the public exceeds the amount of any damages which they would
have otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission. No person guilty of fraudulent misrepresentations (within
the meaning of Section 11(f) of the Securities Act), shall be entitled to
contribution from any person who is not guilty of such fraudulent
misrepresentation.
SECTION 5. RULE 144. Savvis agrees with the Investors that from and
after the consummation of the Offering it shall file any and all reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the Commission thereunder, or, if Savvis is not
required to file any such reports, it shall, upon the written request of any
Investor, make publicly available such information as is necessary to permit
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sales pursuant to Rule 144 under the Securities Act. Upon the written request of
any Investor, Savvis shall promptly furnish to such Investor a written statement
by Savvis as to its compliance with the reporting requirements set forth in this
Section 5.
SECTION 6. DURATION OF AGREEMENT. This Agreement shall survive so long
as any Investor owns Restricted Stock.
SECTION 7. REPRESENTATIONS AND WARRANTIES. Each party hereto,
severally and not jointly, represents and warrants to the other parties hereto
as follows:
(i) such party has the corporate or partnership power and authority,
as the case may be, to execute and deliver this Agreement and to perform
its obligations hereunder. The execution, delivery and performance by such
party of this Agreement have been duly authorized by all requisite
corporate or partnership action, as the case may be, on the part of such
party and will not (i) violate any provision of law, any order of any court
or other agency of government, the charter and other organizational
documents of such party, or any provision of any indenture, agreement or
other instrument by which such party or any of such party's properties or
assets is bound; (ii) conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument; or (iii) result in the creation
or imposition of any lien, charge or encumbrance of any nature upon any of
the properties or assets of such party; and
(ii) this Agreement has been duly executed and delivered by such party
and constitutes a legal, valid and binding agreement of such party,
enforceable against such party in accordance with its terms, subject, as to
enforcement of remedies, to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws from time to time in effect
affecting the enforcement of creditors' rights generally and to general
principles of equity.
SECTION 8. MISCELLANEOUS.
(a) ADDITIONAL REGISTRATION RIGHTS. Without the consent of Investors
holding at least a majority of the shares of Restricted Stock then outstanding,
Savvis shall not grant any registration rights to any other person that are
inconsistent or conflict with the registration rights granted hereunder.
(b) HEADINGS. Headings of sections and paragraphs of this Agreement
are inserted for convenience of reference only and shall not affect the
interpretation or be deemed to constitute a part hereof.
(c) SEVERABILITY. In the event that any one or more of the provisions
contained in this Agreement or in any other instrument referred to herein shall,
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for any reason, be held to be invalid, illegal or unenforceable, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Agreement.
(d) BENEFITS OF AGREEMENT. All covenants and agreements contained
herein by or on behalf of any of the parties hereto shall bind and inure solely
and exclusively to the benefit of the respective successors and permitted
assigns of the parties hereto. Except as expressly permitted hereby, each
party's rights and obligations under this Agreement shall not be subject to
assignment or delegation by any party hereto, and any attempted assignment or
delegation in violation hereof shall be null and void.
(e) ENTIRE AGREEMENT; MODIFICATION. This Agreement and the Purchase
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof. This Agreement may not be modified or amended except by a
writing signed by Savvis, Bridge and Investors holding at least a majority of
the shares of Restricted Stock then outstanding. Any waiver of any provision of
this Agreement must be in a writing signed by the party against whom enforcement
of such waiver is sought.
(f) NOTICES. Any notice or other communications required or permitted
hereunder shall be deemed to be sufficient if contained in a written instrument
delivered in person or duly sent by national overnight courier service, by first
class certified mail, postage prepaid, or by facsimile (followed by delivery by
overnight courier) addressed to such party at the address or facsimile number
set forth below:
(i) if to Savvis, WCAS VIII or Bridge, to it at the address or
facsimile number set forth for such party on the signature page hereto: and
(ii) if to any subsequent Investor, to such Investor at such address
or facsimile number as may have been furnished to the other parties hereto
in writing by such holder;
or, in any case, at such other address or facsimile number as shall have been
furnished in writing by such party to the other parties hereto. All such
notices, requests, consents and other communications shall be deemed to have
been received (1) in the case of personal or courier delivery, on the date of
such delivery, (2) in the case of mailing, on the fifth business day following
the date of such mailing and (3) in the case of facsimile, when received.
(g) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
(h) CHANGES IN COMMON STOCK OF SAVVIS. If, and as often as, there are
any changes in the common stock of Savvis by way of stock split, stock dividend,
combination or reclassification, or through merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof as may be required so that the
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rights and privileges granted hereby shall continue with respect to the
Restricted Stock as so changed.
(i) SPECIFIC PERFORMANCE. Each party hereto agrees that a remedy at
law for any breach or threatened breach by such party of this Agreement would be
inadequate and therefore agrees that any other party hereto shall be entitled to
specific performance of this Agreement in addition to any other available rights
and remedies in case of any such breach or threatened breach.
(j) GOVERNING LAW. This agreement shall be governed by and construed
in accordance with the laws of the State of New York, without regard to the
conflicts of laws provisions thereof.
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IN WITNESS WHEREOF, each of the parties hereto has duly executed and
delivered this Agreement as of the day and year first above written.
SAVVIS COMMUNICATIONS CORPORATION
By /s/Steven M. Gallant
-------------------------------
Name: Steven M. Gallant
Title: Vice President - General Counsel
Address: 7777 Bonhomme Avenue
St. Louis, MO 63105
Attention: Steven M. Gallant, Esq.
Facsimile: (314) 468-7550
WELSH, CARSON, ANDERSON
& STOWE VIII, L.P.
By WCAS VIII Associates LLC,
General Partner
By /s/Patrick J. Welsh
-------------------------------
Name: Patrick J. Welsh
Title: Managing Member
Address: 320 Park Avenue, Suite 2500
New York, NY 10022
Attention: Mr. Patrick J. Welsh
Facsimile: (212) 893-9575
BRIDGE INFORMATION SYSTEMS, INC.
By /s/Daryl Rhodes
-------------------------------
Name: Daryl Rhodes
Title: Treasurer
Address: 3 World Financial Center
27th Floor
New York, NY 10281-1009
Attention: Mr. Steve Wilson
Facsimile: (212) 372-7190
