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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): OCTOBER 26, 1999
USINTERNETWORKING, INC.
(Exact Name of Registrant as
Specified in Charter)
25737
(Commission File No.)
52-2078325
(IRS Employer
Identification No.)
Delaware
(State or Other Jurisdiction
of Incorporation)
One USI Plaza
Annapolis, Maryland 21404-7478
(Address of Principal
Executive Offices)
(410) 897-4400
(Registrant's telephone
number, including area code)
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ITEM 5. OTHER EVENTS
On October 26, 1999 USINTERNETWORKING Inc. ("the Company")
issued the press release filed herewith as Exhibit 99.1 in connection with the
placement of $100,000,000 aggregate principal amount of its 7% Convertible
Subordinated Notes due November 1, 2004. Pursuant to Rule 135c under the
Securities Act of 1933, as amended, the Company is filing this Current Report on
Form 8-K, together with Exhibit 99.1, with the Securities and Exchange
Commission.
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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.
USINTERNETWORKING, Inc.
By: /s/ William T. Price
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Name: William T. Price
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Title: Vice President and General Counsel
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Date: October 27, 1999
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EXHIBIT INDEX
* 99.1. Press release dated October 26, 1999.
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* Filed herewith.
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Exhibit 99.1
FOR IMMEDIATE RELEASE
MEDIA CONTACTS: FINANCIAL ANALYST AND INVESTOR CONTACTS:
JOANNE HELLEBRAND RASCH HAI TRAN
USINTERNETWORKING, INC. USINTERNETWORKING, INC.
(410) 897-4532 (410) 897-4495
[email protected] [email protected]
JOSEPH VUKSON BOB JOYCE
FITZGERALD COMMUNICATIONS FITZGERALD COMMUNICATIONS
(617) 588-2258 (617) 588-2298
[email protected] [email protected]
USINTERNETWORKING, INC.
USINTERNETWORKING, INC. ANNOUNCES PLACEMENT
OF
CONVERTIBLE SUBORDINATED NOTES
ANNAPOLIS, MD, OCTOBER 26, 1999 -- USinternetworking, Inc. (Nasdaq: USIX) today
announced the placement of $100 million of its 7% Convertible Subordinated Notes
due November 1, 2004. In connection with the placement, the company has also
granted the initial purchasers an option to purchase up to an additional $25
million in principal amount of Notes. The Notes are convertible into
USinternetworking common stock at a conversion price of $37.275 per share.
The company stated that it intends to use the net proceeds of the offering for
continued expansion and enhancement of its network and facilities, to increase
marketing efforts, to invest in licenses, for research and product development
in order to add new applications to its iMAP offerings, to fund debt service, to
acquire complementary products, or to fund working capital requirements and
other general corporate purposes.
USinternetworking implements, operates and supports packaged software
applications that can be accessed and used over the Internet. To execute its
strategy, the company has established agreements with leading software vendors
in key application areas, including: BroadVision and Microsoft in e-commerce;
Siebel in sales force automation, customer service and enterprise marketing;
PeopleSoft and Lawson in human resources and financial management; Microsoft in
enterprise messaging and collaboration; Niku in professional services
automation; and Sagent in decision-making support.
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ABOUT USINTERNETWORKING INC.
USinternetworking, Inc. (NASDAQ:USIX) is the leading facilities-based
Application Service Provider delivering enterprise software as a service. The
company's iMAPSM portfolio of service offerings delivers the rich functionality
of leading software from BroadVision, Lawson, Microsoft, Niku, PeopleSoft,
Sagent, and Siebel as a continuously supported, flat rate monthly service
enabling enterprises to rapidly and cost effectively deploy modular eBusiness
functionality with secure global Internet connectivity.
THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY THE SECURITIES. ANY OFFERS OF THE SECURITIES WILL BE MADE ONLY BY
MEANS OF A CONFIDENTIAL OFFERING CIRCULAR. THE SECURITIES TO BE OFFERED ARE NOT
BEING REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS
