8-K

UNITED STATES

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

Date of Report (Date of earliest event reported): June 30, 2006

SAVVIS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-29375	43-1809960
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 SAVVIS Parkway, Town & Country, Missouri	63017
(Address of Principal Executive Office)	(Zip Code)

Registrant’s telephone number, including area code: (314) 628-7000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 30, 2006, SAVVIS, Inc. (“Registrant”) completed the exchange of all its shares of Series A Convertible Preferred Stock, par value $.01 per share, for 37,417,347 shares of the Registrant’s common stock, par value $.01 per share (the “Exchange”). In connection with the Exchange, the Registrant amended the Investor Rights Agreement dated as of March 6, 2002, as amended, among the Registrant and certain stockholders of the Registrant to grant to the stockholders demand and piggyback registration rights with respect to the shares of common stock issued by the Registrant in the Exchange (the “Amended Rights Agreement”). This description of the Amended Rights Agreement is qualified in its entirety by the full text of the Amended Rights Agreement filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.

On June 30, 2006, pursuant to the Exchange and Recapitalization Agreement dated May 10, 2006, between the Registrant and the holders of its Series A Convertible Preferred Stock, par value $.01 per share (the “Series A Preferred Stock”), the Registrant issued to the holders of the Series A Preferred Stock 37,417,347 shares of the Registrant’s common stock, par value $.01 per share (the “Common Stock”), in exchange for all of their shares of Series A Preferred Stock. Issuance of the Common Stock in exchange for the Series A Preferred Stock was completed in accordance with the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended. Following the Exchange, the Registrant has 50,827,023 million shares of Common Stock outstanding.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment No. 2, dated as of May 10, 2006, to the Investors Rights Agreement, among the Registrant, Welsh, Carson, Andersen & Stowe VIII, L.P., and the other investors named therein.

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.

	SAVVIS, INC.
Date: July 5, 2006	By:	/s/ Jeffrey H. VonDeylen
	Name:	Jeffrey H. VonDeylen
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 2, dated as of May 10, 2006, to the Investors Rights Agreement, among the Registrant, Welsh, Carson, Andersen & Stowe VIII, L.P., and the other investors named therein.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 2

TO

INVESTOR RIGHTS AGREEMENT

Amendment No. 2, dated as of May 10, 2006 (the “Amendment”), to the Investor Rights Agreement, dated as of March 6, 2002, as amended by Amendment No. 1, dated as of June 28, 2002 (as so amended, the “Investor Rights Agreement”), among SAVVIS, INC., a Delaware corporation (“SAVVIS” or the “Company”), WELSH, CARSON, ANDERSON & STOWE VIII, L.P., a Delaware limited partnership (“WCAS”), MLT, LLC, a Delaware limited liability company (as assignee of Reuters Holdings Switzerland SA, “Moneyline”), CONSTELLATION VENTURE CAPITAL II, L.P., a Delaware limited partnership, CONSTELLATION VENTURE CAPITAL OFFSHORE II, L.P., a Cayman Islands limited partnership, THE BSC EMPLOYEE FUND IV, L.P., a Delaware limited partnership, and CVC II PARTNERS, L.L.C., a Delaware limited liability company (the “Constellation Entities”), and the other individuals and entities party to the Investor Rights Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Investor Rights Agreement.

W I T N E S S E T H

WHEREAS, pursuant to Section 12(f) of the Investor Rights Agreement, the Company, WCAS, Moneyline and the Constellation Entities may modify or amend the Investor Rights Agreement; and

WHEREAS, the Company, WCAS, Moneyline and the Constellation Entities wish to amend the Investor Rights Agreement;

NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

AMENDMENTS

Section 1.01 Amendment to Preamble. The preamble to the Investor rights Agreement is hereby amended to replace “Reuters Holdings Switzerland SA, a societe anonyme organized under the laws of Switzerland (“Reuters”)” with the following: “MLT, LLC, a Delaware limited liability company (“Moneyline”), as assignee of Reuters Holdings Switzerland SA, a societe anonyme organized under the laws of Switzerland.”

Section 1.02 Amendments to Section 1.

(a) Section 1 of the Investor Rights Agreement is hereby amended to add the following definitions:

“‘Covered Exchange Shares’ means the shares of Common Stock issued to the holders of Preferred Stock in exchange for such holders’ shares of Preferred Stock pursuant to the terms of the Exchange and Recapitalization Agreement, dated as of May 10, 2006, among the Company and the holders of the Preferred Stock.”

“‘Moneyline Parties’ means Moneyline and, in the event it becomes a Permitted Transferee, One Equity Partners, LLC, a Delaware limited liability company.”

(b) The following definition in Section 1 is hereby amended and restated in its entirety to read as follows:

“‘Covered Common Shares’ means the Covered Converted Common Shares, the Covered Exchange Shares and the Covered Warrant Common Shares.”

Section 1.03 Amendment to Section 3. Section 3(a) is hereby amended and restated in its entirety to read as follows:

“(a) Demand Registration Rights. If SAVVIS shall at any time after the Effective Date, be requested by WCAS, a Moneyline Party, a Constellation Entity, any Other Investor (other than a Constellation Entity or a Moneyline Party) constituting an Eligible Investor or the holders of at least 25% of the Covered Warrant Common Shares (other than Covered Warrant Common Shares issued or issuable upon exercise of the Constellation Warrants) in a writing that states the number of shares of Restricted Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Notice”), to effect a registration under the Securities Act of all or any portion of the Restricted Stock then held by such person or issuable upon conversion of Preferred Stock or upon exercise of Warrants or Constellation Warrants then held by such person, SAVVIS shall immediately notify in writing (each such notice, a “Demand Further Notice”) each other Investor (other than the requesting Investor) of such proposed registration and shall use its reasonable best efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Notice, the number of shares of Restricted Stock specified in such Demand Notice (plus the number of shares of Restricted Stock specified in any written requests for registration of shares of Restricted Stock that are received from other Investors (other than the requesting Investors) within 30 days after receipt by such other Investors of a Demand Further Notice). Notwithstanding anything to the contrary contained herein, SAVVIS shall not be obligated pursuant to this paragraph (a) to file and cause to become effective (i) more than two Demand Registrations in the aggregate requested by WCAS or its Permitted Transferees, two Demand Registrations in the aggregate requested by the Moneyline Parties or their Permitted Transferees, two Demand Registrations in the aggregate requested by the Constellation Entities or their Permitted Transferees, two Demand Registrations in aggregate requested by Other Investors (other than the Constellation Entities and the Moneyline Parties) constituting Eligible Investors, and one Demand Registration by holders of the Covered Warrant Common Shares (other than Covered Warrant Common Shares issued or issuable upon exercise of the Constellation Warrants) or (ii) any Demand Registration with a proposed aggregate offering price of less than $25.0 million.”

Section 1.04 Amendment to Section 12. (a) The last sentence of Section 12(e) is hereby amended and restated in its entirety to read as follows:

“The parties acknowledge that this Agreement shall not terminate or otherwise amend or change the side letter between Moneyline (as successor to Reuters) and the Company, dated May 16, 2001, relating to Board of Director observer rights and other matters.”

Section 1.05 General Amendment. The Investor Rights Agreement is hereby amended to replace the word “Reuters” in each instance where it appears in the body of the Investor Rights Agreement with the word “Moneyline”, except for in the last sentence of Section 12(e).

ARTICLE II.

MISCELLANEOUS

Section 2.01 Headings. Headings of sections and paragraphs of this Amendment are inserted for convenience of reference only and shall not affect the interpretation or be deemed to constitute a part hereof.

Section 2.02 Severability. In the event that any one or more of the provisions contained in this Amendment or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provisions of this Amendment.

Section 2.03 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws provisions thereof.

Section 2.04 Counterparts. This Amendment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

Section 2.05 Continuing Effect of Investor Rights Agreement. This Amendment shall not constitute an amendment or waiver of any other provision of the Investor Rights Agreement not expressly referred to herein. Except as expressly amended hereby, the provisions of the Investor Rights Agreement shall remain in full force and effect.

Section 2.06 Effectiveness. This Amendment shall become effective on the date hereof.

IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered this Amendment as of the day and year first above written.

SAVVIS, INC.
By:	/s/ Philip J. Koen
Name:	Philip J. Koen
Title:	Chief Executive Officer
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By	WCAS VIII Associates LLC,
	General Partner
By:	/s/ Jonathan M. Rather
Name:	Jonathan M. Rather
Title:	Managing Member
MLT, LLC
By:	/s/ Alexander Russo
Name:	Alexander Russo
Title:	Chief Executive Officer

CONSTELLATION VENTURE CAPITAL II, L.P.
By:	Constellation Ventures Management II, LLC, its General Partner
By:	/s/ Clifford H. Friedman
Name:	Clifford H. Friedman
Title:	Member
CONSTELLATION VENTURE CAPITAL
OFFSHORE II, L.P.
By:	Constellation Ventures Management II, LLC, its General Partner
By:	/s/ Clifford H. Friedman
Name:	Clifford H. Friedman
Title:	Member
THE BSC EMPLOYEE FUND IV, L.P.
By:	Constellation Ventures Management II, LLC, its General Partner
By:	/s/ Clifford H. Friedman
Name:	Clifford H. Friedman
Title:	Member
CVC II PARTNERS, LLC
By:	Bear Stearns Asset Management Inc., its Managing Member
By:	/s/ Clifford H. Friedman
Name:	Clifford H. Friedman
Title:	Senior Managing Director