USINTERNETWORKING INC
8-K, 2000-03-06
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): March 3, 2000


                             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 March 3, 2000 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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<PAGE>   3



                                   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, General Counsel & Secretary
       ----------------------------------------------------


Date: March 3, 2000

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<PAGE>   4

                                  EXHIBIT INDEX

*       99.1.  Press release dated March 3, 2000.

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

*       Filed herewith.


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                                                                    Exhibit 99.1

[USi LOGO]

FOR IMMEDIATE RELEASE

MEDIA CONTACTS:                         FINANCIAL ANALYST AND INVESTOR CONTACTS:

Joanne Hellebrand Rasch                 David C. Miller
USinternetworking, Inc.                 USinternetworking, Inc.
(410) 897-4532                          (410) 897-1746
[email protected]                    [email protected]

Joseph Vukson                           Karen A. Wentworth
FitzGerald Communications               USinternetworking, Inc.
(617) 588-2258                          (410) 897-4495
[email protected]                  [email protected]

           USINTERNETWORKING, INC. ANNOUNCES THREE-FOR-TWO STOCK SPLIT

ANNAPOLIS, MD, MARCH 3, 2000 - 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 March 14, 2000 will receive a dividend of one additional share of common
stock for every two shares owned. The additional shares will be distributed on
or about March 28, 2000. Upon completion of the stock split, the Company will
have approximately 96,000,000 shares of common stock outstanding.

USi's most recent stock split, a three-for-two, was in December 1999. USi stock
began trading publicly in April of 1999.

ABOUT USINTERNETWORKING INC.

USinternetworking Inc. (NASDAQ:USIX) is a leading Application Service Provider
delivering enterprise software as a service. The company's iMAP(SM) portfolio of
service offerings delivers the rich functionality of leading software from
Ariba, 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. For more information, visit www.usi.net.

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: ARBA, BVSN, CSCO, MSFT, PSFT, SEBL, and
SGNT.




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