-----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, LD4wAHnbThEIMDCgURtANTufUdnzpXRp6BRePS9Om02fijiTq3Oodg8P8+V3kOYS ssWI/QrUpGbIcCUNAzks3g== 0001193125-07-011520.txt : 20070124 0001193125-07-011520.hdr.sgml : 20070124 20070124105000 ACCESSION NUMBER: 0001193125-07-011520 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070122 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070124 DATE AS OF CHANGE: 20070124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAVVIS, Inc. 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29375 FILM NUMBER: 07548565 BUSINESS ADDRESS: STREET 1: 1 SAVVIS PARKWAY CITY: TOWN & COUNTRY STATE: MO ZIP: 63017 BUSINESS PHONE: 314-628-7000 MAIL ADDRESS: STREET 1: 1 SAVVIS PARKWAY CITY: TOWN & COUNTRY STATE: MO ZIP: 63017 FORMER COMPANY: FORMER CONFORMED NAME: SAVVIS COMMUNICATIONS CORP DATE OF NAME CHANGE: 19991112 FORMER COMPANY: FORMER CONFORMED NAME: SAVVIS HOLDINGS CORP DATE OF NAME CHANGE: 19991020 8-K 1 d8k.htm FORM 8-K Form 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): January 22, 2007

 


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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On January 22, 2007, pursuant to the Purchase Agreement dated December 23, 2006, by and among SAVVIS, Inc., a Delaware corporation (“SAVVIS”), Level 3 Communications, Inc., a Delaware corporation (“Level 3”) and the other entities that are signatories thereto, SAVVIS completed the previously announced sale of substantially all of its assets related to its content delivery network services to Level 3 for $135 million, before certain working capital adjustments, and the assumption of certain liabilities. SAVVIS expects that net proceeds from the sale will be approximately $125 million after fees, expenses and taxes.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

(b) Effective January 23, 2007, David A. Walsh resigned from the Board of Directors of SAVVIS. Mr. Walsh is a managing director of One Equity Partners LLC (“OEP”), and he resigned following the sale by OEP, through its affiliate MLT, LLC, of its entire ownership interest in SAVVIS’ common stock.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed consolidated financial statements required by Item 9.01(b) of Form 8–K were previously filed by the registrant under Item 8.01 to a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 28, 2006, and are incorporated herein by reference.

 

  (d) Exhibits.

 

Exhibit No.  

Description

2.1   Purchase Agreement dated as of December 23, 2006, by and among SAVVIS, Inc., SAVVIS Communications Corporation, the foreign entities that are signatories thereto, Level 3 Communications, LLC, and Level 3 Communications, Inc. (previously filed as Exhibit 2.1 to a Current Report on Form 8-K dated December 28, 2006).


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: January 24, 2007

  By:  

/s/ Jeffrey H. VonDeylen

    Name:   Jeffrey H. VonDeylen
    Title:   Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.  

Description

2.1   Purchase Agreement dated as of December 23, 2006, by and among SAVVIS, Inc., SAVVIS Communications Corporation, the foreign entities that are signatories thereto, Level 3 Communications, LLC, and Level 3 Communications, Inc. (previously filed as Exhibit 2.1 to a Current Report on Form 8-K dated December 28, 2006).
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