USINTERNETWORKING INC
8-K, 1999-10-21
COMPUTER PROGRAMMING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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 19, 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 19, 1999 USINTERNETWORKING Inc. ("the Company"),
issued the press release filed herewith as Exhibit 99.1 in connection with
the offering of $100,000,000 aggregate principal amount of its Convertible
Subordinated Notes due 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.

                                       2

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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
     ------------------------------------
Name:  WILLIAM T. PRICE
     ------------------------------------
Title: VICE PRESIDENT AND GENERAL COUNSEL
       ----------------------------------

Date:  October 21, 1999


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                                 EXHIBIT INDEX

*        99.1.    Press release dated October 19, 1999.

- ---------------------------

*        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.
              ANNOUNCES OFFERING OF CONVERTIBLE SUBORDINATED NOTES

ANNAPOLIS, MARYLAND, OCTOBER 19, 1999 - USinternetworking, Inc. (Nasdaq: USIX)
today announced that it intends, subject to market and other conditions, to
raise approximately $100 million in gross proceeds ($125 million if an option
granted by the company to the initial purchasers is exercised in full) through
an offering of convertible subordinated notes to qualified institutional
investors.

         The company stated that it intends to use the net proceeds of the
offering ($96.0 million, assuming no exercise of the option granted to the
initial purchasers) 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.

         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


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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.

SOURCE USinternetworking, Inc.




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