USINTERNETWORKING INC
8-K, 1999-12-09
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): NOVEMBER 30, 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 November 30, 1999 USINTERNETWORKING Inc. ("the Company"), issued the
press release filed herewith as Exhibit 99.1 in connection with the
declaration of a one-for-two stock dividend. 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
        ----------------------------------
Name:   William T. Price
        ----------------------------------
Title:  Vice President and General Counsel
        ----------------------------------


Date: December 1, 1999


<PAGE>

                                  EXHIBIT INDEX

*        99.1.    Press release dated November 30, 1999.

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

*        Filed herewith.




<PAGE>


                                                                   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
                            THREE-FOR-TWO STOCK SPLIT

ANNAPOLIS, MD, NOVEMBER 30, 1999-- USinternetworking, Inc. (Nasdaq: USIX)
today announced that its Board of Directors approved a three-for-two stock
split of the Company's common stock. All shareholders of record at the close
of business on December 3, 1999 will receive one additional share of common
stock for every two shares owned. The additional shares will be distributed
on or about December 17, 1999. Upon completion of the stock split, the
Company will have approximately 60,952,710 shares of common stock outstanding.

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.

INTERNET MANAGED APPLICATION PROVIDER, IMAP, APPHOST AND PRIORITYPEERING ARE
SERVICE MARKS OF USINTERNETWORKING, INC. ALL OTHER TRADEMARKS ARE THE
PROPERTY OF THEIR RESPECTIVE OWNERS. USI STRATEGIC PARTNERS AND PROVIDERS ARE
PUBLICLY TRADED ON NASDAQ UNDER THE SYMBOLS: BVSN, CSCO, MSFT, PSFT, SEBL,
AND SGNT.



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