-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E1BZF6RN6aG4wlIv+BbpKzMT3zxsagO65anw4LfzWxt4Rw6Loq1t3clPBHe2bOcT xtRZkbvBFucgPb3JM3uq8A== 0000904454-04-000475.txt : 20040702 0000904454-04-000475.hdr.sgml : 20040702 20040702162915 ACCESSION NUMBER: 0000904454-04-000475 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONSTELLATION VENTURE CAPITAL II LP CENTRAL INDEX KEY: 0001115990 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 575 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAVVIS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001058444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 431809960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58667 FILM NUMBER: 04900227 BUSINESS ADDRESS: STREET 1: 12851 WORLDGATE DRIVE CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 7032348000 MAIL ADDRESS: STREET 1: 12851 WORLDGATE DRIVE CITY: HERNDON STATE: VA ZIP: 20170 FORMER COMPANY: FORMER CONFORMED NAME: SAVVIS HOLDINGS CORP DATE OF NAME CHANGE: 19991020 SC 13D/A 1 s13d_072-04constell.txt SCHEDULE 13D/A -- CONSTELLATION VENTURE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (Amendment No. 1)(1) SAVVIS COMMUNICATIONS CORPORATION ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $0.01 per share ------------------------------------------------------------------------------ (Title of Class of Securities) 805423 10 0 ------------------------------------------------------------------------------ (CUSIP number) Bear Stearns Asset Management Inc. Ropes & Gray LLP 383 Madison Avenue 45 Rockefeller Plaza New York, New York 10179 New York, New York 10111 (212) 272-9256 (212 841-5700 Attention: Clifford H. Friedman Attention: Kristopher D. Brown, Esq. ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 9, 2004 ------------------------------------------------------------------------------ (Dates of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. - ------------------------------ (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 805423 10 0 Page 2 of 14 - --------- --------------------------------------------------------------------- 1. Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Constellation Venture Capital II, L.P. 13-4124531 - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) |X| -------------------------------------------------------------- (b) |_| -------------------------------------------------------------- - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds WC - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 22,149,036 shares of Common Stock SHARES ------------------------------------------------------------ BENEFICIALLY 8. Shared Voting Power OWNED BY ------------------------------------------------------------ EACH REPORTING 9. Sole Dispositive Power PERSON 22,149,036 shares of Common Stock WITH ------------------------------------------------------------ 10. Shared Dispositive Power - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 22,149,036 shares of Common Stock - ------------------------------------------------------------------------------- 12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares |_| - ------------------------------------------------------------------------------- 13. Percent Of Class Represented By Amount In Row (11) 17.0% - ------------------------------------------------------------------------------- 14. Type of Reporting Person PN - ------------------------------------------------------------------------------- CUSIP No. 805423 10 0 Page 3 of 14 - ------------------------------------------------------------------------------- 1. Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Constellation Venture Capital Offshore II, L.P. N/A - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) |X| -------------------------------------------------------------- (b) |_| -------------------------------------------------------------- - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds WC - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Cayman Islands - ------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 10,471,371 shares of Common Stock SHARES ------------------------------------------------------------ BENEFICIALLY OWNED BY 8. Shared Voting Power EACH REPORTING ------------------------------------------------------------ PERSON WITH 9. Sole Dispositive Power 10,471,371 shares of Common Stock ------------------------------------------------------------ 10. Shared Dispositive Power - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 10,471,371 shares of Common Stock - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_| - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 8.8% - ------------------------------------------------------------------------------- 14. Type of Reporting Person PN - ------------------------------------------------------------------------------- CUSIP No. 805423 10 0 Page 4 of 14 - ------------------------------------------------------------------------------- 1. Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) The BSC Employee Fund IV, L.P. 13-4133064 - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) |X| -------------------------------------------------------------- (b) |_| -------------------------------------------------------------- - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds WC - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 8,774,984 shares of Common Stock SHARES BENEFICIALLY ------------------------------------------------------------ OWNED BY EACH 8. Shared Voting Power REPORTING PERSON ------------------------------------------------------------ WITH 9. Sole Dispositive Power 8,774,984 shares of Common Stock ------------------------------------------------------------ 10. Shared Dispositive Power - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,774,984 shares of Common Stock - ------------------------------------------------------------------------------- 12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares |_| - ------------------------------------------------------------------------------- 13. Percent Of Class Represented By Amount In Row (11) 7.5% - ------------------------------------------------------------------------------- 14. Type of Reporting Person PN - ------------------------------------------------------------------------------- CUSIP No. 805423 10 0 Page 5 of 14 - --------- --------------------------------------------------------------------- 1. Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) CVC II Partners, L.L.C. 13-4144132 - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) |X| -------------------------------------------------------------- (b) |_| -------------------------------------------------------------- - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds WC - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 490,354 shares of Common Stock SHARES BENEFICIALLY --------------------------------------------------- OWNED BY EACH 8. Shared Voting Power REPORTING PERSON --------------------------------------------------- WITH 9. Sole Dispositive Power 490,354 shares of Common Stock --------------------------------------------------- 10. Shared Dispositive Power - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 490,354 shares of Common Stock - ------------------------------------------------------------------------------- 12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares |_| - ------------------------------------------------------------------------------- 13. Percent Of Class Represented By Amount In Row (11) 0.5% - ------------------------------------------------------------------------------- 14. Type of Reporting Person CO - ------------------------------------------------------------------------------- CUSIP No. 805423 10 0 Page 6 of 14 - ------------------------------------------------------------------------------- 1. Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Constellation Ventures Management II, LLC 13-4122121 - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) |X| -------------------------------------------------------------- (b) |_| -------------------------------------------------------------- - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds WC - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF SHARES ------------------------------------------------------------ BENEFICIALLY OWNED BY 8. Shared Voting Power EACH 41,395,391 shares of Common Stock REPORTING PERSON ------------------------------------------------------------ WITH 9. Sole Dispositive Power ------------------------------------------------------------ 10. Shared Dispositive Power 41,395,391 shares of Common Stock - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 41,395,391 shares of Common Stock - ------------------------------------------------------------------------------- 12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares |_| - ------------------------------------------------------------------------------- 13. Percent Of Class Represented By Amount In Row (11) 27.9% - ------------------------------------------------------------------------------- 14. Type of Reporting Person CO - ------------------------------------------------------------------------------- CUSIP No. 805423 10 0 Page 7 of 14 - --------- --------------------------------------------------------------------- 1. Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Bear Stearns Asset Management Inc. 06-1135192 - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) |X| -------------------------------------------------------------- (b) |_| -------------------------------------------------------------- - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds WC - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF SHARES ------------------------------------------------------------ BENEFICIALLY OWNED BY 8. Shared Voting Power EACH 41,885,745 shares of Common Stock REPORTING PERSON ------------------------------------------------------------ WITH 9. Sole Dispositive Power ------------------------------------------------------------ 10. Shared Dispositive Power 41,885,745 shares of Common Stock - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 41,885,745 shares of Common Stock - ------------------------------------------------------------------------------- 12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares |_| - ------------------------------------------------------------------------------- 13. Percent Of Class Represented By Amount In Row (11) 28.2% - ------------------------------------------------------------------------------- 14. Type of Reporting Person CO - ------------------------------------------------------------------------------- CUSIP No. 805423 10 0 Page 8 of 14 Amendment No. 1 to Schedule 13D Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on July 9, 2002 (the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so defined. The Schedule 13D is hereby amended as follows: Item 3. Source and Amount of Funds or Other Consideration - ---------------------------------------------------------- Item 3 is hereby amended by adding the following thereto: On February 9, 2004, SAVVIS issued to the Constellation Purchasing Entities an aggregate of 2,575,298 shares of Common Stock pursuant to the partial exercise of the Warrants (through a cashless conversion). As of March 31, 2004, an additional 3,333,333 of the Warrants held by the Constellation Purchasing Entities became exercisable based on the satisfaction of certain conditions provided for in the terms of their grant. Item 4. Purpose of Transaction - ------------------------------- Item 4 is hereby amended by adding the following thereto: As referred to in the original Schedule 13D, the Constellation Purchasing Entities nominated Clifford H. Friedman as a director of SAVVIS and Clifford H. Friedman currently serves as a director of SAVVIS. As described in Item 6 below, contingent upon shareholder approval of the conversion of the Series B Preferred Stock (as defined in Item 6 below) , the Reporting Persons may acquire in the aggregate an additional 3,276,420 shares of Common Stock. The Constellation Purchasing Entities acquired the 2,575,298 shares of Common Stock pursuant to a partial exercise of the Warrants, (through a cashless conversion) for investment purposes, except as otherwise stated herein. The Reporting Persons intend to review from time to time their investment in SAVVIS and depending on such review may consider form time to time various alternative courses of action. In addition, depending on prevailing conditions from time to time, including, without limitation, price and availability of shares, future evaluations by the Reporting Persons of the business and prospects of SAVVIS, regulatory requirements, other investment opportunities available to the Reporting Persons and general stock market and economic conditions, the Reporting Persons may determine to increase their investment or sell all or part of their investment in SAVVIS through open-market purchases, privately negotiated transactions, a tender or exchange offer or otherwise. Item 5. Interest in Securities of the Issuer - --------------------------------------------- Item 5(a) is hereby amended and restated to read in its entirety as follows: (a) The Reporting Persons beneficially own an aggregate 41,885,745 shares of Common Stock, or approximately 28.2% of the Common Stock outstanding. This information is based on 109,488,793 shares of Common Stock outstanding as of May 11, 2004, as reported in SAVVIS' Report on Form 10-Q for the period ended March 31, 2004, which was filed with the Commission on May 17, 2004, and for each Reporting Person gives effect to the conversion of all shares of Series A Preferred Stock (based on the Common Stock equivalent of such shares as of February 9, 2004) and exercise of all Warrants held by that Reporting Person. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer - ------------------------------------------------------------------------------ On February 9, 2004, the Constellation Purchasing Entities acquired $10,000,000 in Series A Subordinated Notes of SAVVIS (the "Notes") pursuant to an Amended and Restated Securities Purchase Agreement dated as of February 9, 2004 (the "SPA"). As an inducement to the purchase of the Notes, the Constellation Purchasing Entities also received warrants, dated February 9, 2004, exercisable for shares of SAVVIS' Series B Convertible Preferred Stock ("Series B Preferred Stock"). Pursuant to the cashless exercise of such warrants in their entirety on February 9, 2004, the Reporting Persons beneficially own an aggregate 327,642 shares of Series B Preferred Stock. The Series B Preferred Stock is not convertible into Common Stock until such conversion is approved by the stockholders of SAVVIS. Upon approval of the stockholders of SAVVIS, each share of Series B Preferred Stock held by the Reporting Persons will be convertible into ten shares of Common Stock. CUSIP No. 805423 10 0 Page 9 of 14 The Constellation Purchasing Entities are parties to an amended and restated registration rights agreement with SAVVIS and the other parties thereto, dated as of February 9, 2004 (the "Registration Rights Agreement"), pursuant to which SAVVIS has granted the Constellation Purchasing Entities registration rights with respect to the shares of Common Stock issuable upon conversion of the Series B Preferred Stock. Item 7. Material to Be Filed as Exhibits -------------------------------- Exhibit 1 Warrant for Series B Preferred Stock issued to Constellation Venture Capital II, L.P. Exhibit 2 Warrant for Series B Preferred Stock issued Constellation Venture Capital Offshore II, L.P. Exhibit 3 Warrant for Series B Preferred Stock issued to The BSC Employee Fund IV, L.P. Exhibit 4 Warrant for Series B Preferred Stock issued to CVC II Partners, L.L.C. Exhibit 5 Amended and Restated Securities Purchase Agreement. Exhibit to SAVVIS' 8-K filed on February 26, 2004 and incorporated herein by reference. Exhibit 6 Amended and Restated Registration Rights Agreement. Exhibit to SAVVIS' 8-K filed on February 26, 2004 and incorporated herein by reference. Exhibit 7 Certificate of Designation for the Series B Preferred Stock. Exhibit to SAVVIS' 8-K filed on February 26, 2004 and incorporated herein by reference. CUSIP No. 805423 10 0 Page 10 of 14 Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: July 2, 2004 CONSTELLATION VENTURE CAPITAL II, L.P. By: Constellation Ventures Management II, LLC, General Partner By: Bear Stearns Asset Management Inc., Managing Member By:/s/ Clifford H. Friedman --------------------------------------------------------------- Name: Clifford H. Friedman Title: Senior Managing Director CONSTELLATION VENTURE CAPTIAL OFFSHORE II, L.P. By: Constellation Ventures Management II, LLC, General Partner By: Bear Stearns Asset Management Inc., Managing Member By:/s/ Clifford H. Friedman --------------------------------------------------------------- Name: Clifford H. Friedman Title: Senior Managing Director THE BSC EMPLOYEE FUND IV, L.P. By: Constellation Ventures Management II, LLC, General Partner By: Bear Stearns Asset Management Inc., Managing Member By:/s/ Clifford H. Friedman --------------------------------------------------------------- Name: Clifford H. Friedman Title: Senior Managing Director CVC II PARTNERS, L.L.C. By:/s/ Clifford H. Friedman --------------------------------------------------------------- Name: Clifford H. Friedman Title: Member CONSTELLATION VENTURES MANAGEMENT II, LLC By: Bear Stearns Asset Management Inc., Managing Member By:/s/ Clifford H. Friedman --------------------------------------------------------------- Name: Clifford H. Friedman Title: Senior Managing Director BEAR STEARNS ASSET MANAGEMENT INC. By:/s/ Clifford H. Friedman ----------------------------------------------------------------- Name: Clifford H. Friedman Title: Senior Managing Director CUSIP No. 805423 10 0 Page 11 of 14 Exhibit 1 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE SECURITIES LAWS ( "STATE ACTS"), AND SHALL NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT AND THE STATE ACTS. 342,154 Shares of Series B Convertible Preferred Stock Warrant No. 26 Issuance Date: February 9, 2004 WARRANT To Purchase Shares of Series B Convertible Preferred Stock of SAVVIS Communications Corporation, a Delaware corporation 1. Grant of Warrant. THIS IS TO CERTIFY THAT Constellation Venture Capital Offshore II, L.P., or its registered assigns (the "Holder"), is entitled to exercise this Warrant to purchase from SAVVIS Communications Corporation, a Delaware corporation (the "Company"), up to an aggregate of 342,154 shares of Series B Convertible Preferred Stock, par value $0.01 per share, of the Company (the "Series B Stock"), subject to adjustment as set forth in accordance with Section 5 and exercisable in accordance with Section 3, all on the terms and conditions and pursuant to the provisions hereinafter set forth. This Warrant is being granted pursuant to the terms of that certain Amended and Restated Securities Purchase Agreement dated as of February 6, 2004 (the "Agreement") by and among the Company, Welsh, Carson, Anderson & Stowe VIII, L.P., the other purchaser parties thereto, and the Company and the Holder intend to be legally bound hereby and thereby. Any capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Agreement. 2. Exercise Price. The purchase price payable for each of the shares of Series B Stock sold upon exercise or exchange of this Warrant shall be $16.30 (the "Exercise Price"). Such Exercise Price and the number of shares of Series B Stock into which this Warrant is exercisable or exchangeable are subject to adjustment from time to time as provided in Section 5. 3. Exercise. This Warrant may be exercised or exchanged in whole or in part at any time prior to January 30, 2009 (the "Expiration Date"). Subject to the foregoing, in order to exercise or exchange this Warrant, in whole or in part, the Holder hereof shall deliver to the Company at its office at 12851 Worldgate Drive. Exhibit 2 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE SECURITIES LAWS ( "STATE ACTS"), AND SHALL NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT AND THE STATE ACTS. 161,760 Shares of Series B Convertible Preferred Stock Warrant No. 27 Issuance Date: February 9, 2004 WARRANT To Purchase Shares of Series B Convertible Preferred Stock of SAVVIS Communications Corporation, a Delaware corporation 1. Grant of Warrant. THIS IS TO CERTIFY THAT Constellation Venture Capital Offshore II, L.P., or its registered assigns (the "Holder"), is entitled to exercise this Warrant to purchase from SAVVIS Communications Corporation, a Delaware corporation (the "Company"), up to an aggregate of 161,760 shares of Series B Convertible Preferred Stock, par value $0.01 per share, of the Company (the "Series B Stock"), subject to adjustment as set forth in accordance with Section 5 and exercisable in accordance with Section 3, all on the terms and conditions and pursuant to the provisions hereinafter set forth. This Warrant is being granted pursuant to the terms of that certain Amended and Restated Securities Purchase Agreement dated as of February 6, 2004 (the "Agreement") by and among the Company, Welsh, Carson, Anderson & Stowe VIII, L.P., the other purchaser parties thereto, and the Company and the Holder intend to be legally bound hereby and thereby. Any capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Agreement. 2. Exercise Price. The purchase price payable for each of the shares of Series B Stock sold upon exercise or exchange of this Warrant shall be $16.30 (the "Exercise Price"). Such Exercise Price and the number of shares of Series B Stock into which this Warrant is exercisable or exchangeable are subject to adjustment from time to time as provided in Section 5. 3. Exercise. This Warrant may be exercised or exchanged in whole or in part at any time prior to January 30, 2009 (the "Expiration Date"). Subject to the foregoing, in order to exercise or exchange this Warrant, in whole or in part, the Holder hereof shall deliver to the Company at its office at 12851 Worldgate Drive. CUSIP No. 805423 10 0 Page 13 of 14 Exhibit 3 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE SECURITIES LAWS ( "STATE ACTS"), AND SHALL NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT AND THE STATE ACTS. 135,553 Shares of Series B Convertible Preferred Stock Warrant No. 28 Issuance Date: February 9, 2004 WARRANT To Purchase Shares of Series B Convertible Preferred Stock of SAVVIS Communications Corporation, a Delaware corporation 1. Grant of Warrant. THIS IS TO CERTIFY THAT The BSC Employee Fund IV, L.P. or its registered assigns (the "Holder"), is entitled to exercise this Warrant to purchase from SAVVIS Communications Corporation, a Delaware corporation (the "Company"), up to an aggregate of 135,553 shares of Series B Convertible Preferred Stock, par value $0.01 per share, of the Company (the "Series B Stock"), subject to adjustment as set forth in accordance with Section 5 and exercisable in accordance with Section 3, all on the terms and conditions and pursuant to the provisions hereinafter set forth. This Warrant is being granted pursuant to the terms of that certain Amended and Restated Securities Purchase Agreement dated as of February 6, 2004 (the "Agreement") by and among the Company, Welsh, Carson, Anderson & Stowe VIII, L.P., the other purchaser parties thereto, and the Company and the Holder intend to be legally bound hereby and thereby. Any capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Agreement. 2. Exercise Price. The purchase price payable for each of the shares of Series B Stock sold upon exercise or exchange of this Warrant shall be $16.30 (the "Exercise Price"). Such Exercise Price and the number of shares of Series B Stock into which this Warrant is exercisable or exchangeable are subject to adjustment from time to time as provided in Section 5. 3. Exercise. This Warrant may be exercised or exchanged in whole or in part at any time prior to January 30, 2009 (the "Expiration Date"). Subject to the foregoing, in order to exercise or exchange this Warrant, in whole or in part, the Holder hereof shall deliver to the Company at its office at 12851 Worldgate Drive. CUSIP No. 805423 10 0 Page 14 of 14 Exhibit 4 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE SECURITIES LAWS ( "STATE ACTS"), AND SHALL NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT AND THE STATE ACTS. 7,591 Shares of Series B Convertible Preferred Stock Warrant No. 29 Issuance Date: February 9, 2004 WARRANT To Purchase Shares of Series B Convertible Preferred Stock of SAVVIS Communications Corporation, a Delaware corporation 1. Grant of Warrant. THIS IS TO CERTIFY THAT CVC II Partners, LLC, or its registered assigns (the "Holder"), is entitled to exercise this Warrant to purchase from SAVVIS Communications Corporation, a Delaware corporation (the "Company"), up to an aggregate of 7,591 shares of Series B Convertible Preferred Stock, par value $0.01 per share, of the Company (the "Series B Stock"), subject to adjustment as set forth in accordance with Section 5 and exercisable in accordance with Section 3, all on the terms and conditions and pursuant to the provisions hereinafter set forth. This Warrant is being granted pursuant to the terms of that certain Amended and Restated Securities Purchase Agreement dated as of February 6, 2004 (the "Agreement") by and among the Company, Welsh, Carson, Anderson & Stowe VIII, L.P., the other purchaser parties thereto, and the Company and the Holder intend to be legally bound hereby and thereby. Any capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Agreement. 2. Exercise Price. The purchase price payable for each of the shares of Series B Stock sold upon exercise or exchange of this Warrant shall be $16.30 (the "Exercise Price"). Such Exercise Price and the number of shares of Series B Stock into which this Warrant is exercisable or exchangeable are subject to adjustment from time to time as provided in Section 5. 3. Exercise. This Warrant may be exercised or exchanged in whole or in part at any time prior to January 30, 2009 (the "Expiration Date"). Subject to the foregoing, in order to exercise or exchange this Warrant, in whole or in part, the Holder hereof shall deliver to the Company at its office at 12851 Worldgate Drive. -----END PRIVACY-ENHANCED MESSAGE-----