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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
MAY 26, 2000
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
DSL.NET, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-27525 06-1510312
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(STATE OF OTHER (COMMISSION IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
545 LONG WHARF DRIVE
NEW HAVEN, CONNECTICUT 06511
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(203) 772-1000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 26, 2000, DSL.net, Inc. ("DSL.net") acquired Vector Internet
Services, Inc., a Minnesota corporation ("Vector"), by means of a merger (the
"Merger") of a wholly-owned subsidiary of DSL.net ("Merger Sub") with and into
Vector, pursuant to an Agreement and Plan of Merger dated as of May 25, 2000
(the "Merger Agreement") by and among DSL.net, Merger Sub, Vector and certain
stockholders of Vector. As a result of the Merger, Vector became a wholly-owned
subsidiary of DSL.net.
In connection with the Merger, all of the issued and outstanding shares
of common stock of Vector were converted into the right to receive a combination
of cash in the aggregate amount of $11,000,000 and an aggregate of 286,392
shares of DSL.net common stock. In addition, DSL.net assumed all of the
outstanding stock options for Vector employees, which became options to purchase
shares of DSL.net common stock upon the closing of the Merger. The transaction
is to be accounted for as a purchase.
The terms of this transaction and the consideration received by
Vector's stockholders were the result of arm's-length negotiations between
DSL.net and Vector. The cash portion of the merger consideration came from
DSL.net's existing cash resources. The terms of the Merger are more fully
described in the Merger Agreement, a copy of which is filed as Exhibit 2 to this
Current Report on Form 8-K and is incorporated herein by this reference.
Vector is one of the Midwest's largest business-to-business Internet
solution providers. Founded in 1994, Minneapolis-based Vector operates multiple
secure data centers and offers a wide range of Internet business solutions
including Web hosting, server collocation, dedicated access and Web design and
development.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Exhibit
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2 Agreement and Plan of Merger, dated as of May
25, 2000, by and among the Registrant, Greens
Farm Corporation, Vector Internet Services,
Inc. and certain stockholders of Vector.
99 Press Release dated May 30, 2000.
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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.
DSL.NET, INC.
Dated: June 8, 2000 By: /s/ Robert Q. Berlin
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Robert Q. Berlin
Vice President, Strategic Planning
and Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT
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2 Agreement and Plan of Merger, dated as of May
25, 2000, by and among the Registrant, Greens
Farm Corporation, Vector Internet Services,
Inc. and certain stockholders of Vector.
99 Press Release dated May 30, 2000.
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