-----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, Ff3Z0lOiSlOTrjP3OrpStnb2AlcyDO6acxc5q18wgG/urSNs0miQZlqulRxxh4Ts C4RqHnigtEm5u1RD+oqVhg== 0000899140-01-500186.txt : 20010809 0000899140-01-500186.hdr.sgml : 20010809 ACCESSION NUMBER: 0000899140-01-500186 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010807 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WAM NET INC CENTRAL INDEX KEY: 0001060274 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 411795247 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-53841 FILM NUMBER: 1701090 BUSINESS ADDRESS: STREET 1: 655 LOAN OAK DR CITY: EGAN STATE: MN ZIP: 55121 BUSINESS PHONE: 6512565100 MAIL ADDRESS: STREET 1: 6100 W 110TH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55438 8-K 1 wa934042.txt CURRENT REPORT ON FORM 8-K 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): August 7, 2001 WAM!NET INC. (Exact name of registrant as specified in charter) Minnesota 333-53841 41-1795247 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 655 Lone Oak Drive 55121 Eagan, Minnesota (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (651) 256-5100 Not Applicable (Former name or former address, if changed from last report) This report contains certain forward-looking statements and information relating to Wam!Net Inc., ("Wam!Net" or the "Company") that are based on the beliefs of Wam!Net management as well as assumptions made by and information currently available to management. Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties, and assumptions, including the risk factors and uncertainties described in the Company's 2000 Form 10-K annual report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as believed, estimated or expected. Item 5. Other Events. WAM!NET Inc. (the "Company") announced that the Expiration Date of the Consent Solicitation related to the Company's 13-1/4% Senior Discount Notes due 2005, which had been scheduled to expire at 12:00 Noon, New York City time, on Tuesday, August 7, 2001, has been extended to 12:00 Noon, New York City time, on Tuesday, August 14, 2001. Item 7. Financial Statements and Exhibits. 99.1 Amendment No. 2 to Solicitation of Consents, dated August 7, 2001. 99.2 Press Release, dated August 7, 2001. 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. WAM!NET INC. By: /s/ Lisa A. Gray ------------------------------ Name: Lisa A. Gray Title: Executive Vice President and General Counsel August 8, 2001 EX-99.1 3 wa934708.txt EX-99.1 SOLICITATION OF CONSENTS This Amendment No. 2 is Dated August 7, 2001 SOLICITATION OF CONSENTS by WAM!NET INC. With Respect To Its 13-1/4% Senior Discount Notes due 2005 (Cusip No. 933590-AB-7) - -------------------------------------------------------------------------------- THIS CONSENT SOLICITATION WILL EXPIRE AT 12:00 NOON, NEW YORK CITY TIME, ON TUESDAY, AUGUST 14, 2001, UNLESS EXTENDED (AS SO EXTENDED, THE "EXPIRATION DATE"). CONSENTS MAY BE REVOKED AT ANY TIME PRIOR TO THE DATE ON WHICH THE TRUSTEE RECEIVES AN OFFICERS' CERTIFICATE FROM THE ISSUER NOTIFYING THE TRUSTEE THAT RECORD HOLDERS OF THE REQUISITE PRINCIPAL AMOUNT OF NOTES (AS DEFINED) HAVE DELIVERED (AND NOT REVOKED) CONSENTS, WHICH NOTIFICATION MAY BE DELIVERED TO THE TRUSTEE AT ANY TIME PRIOR TO THE EXPIRATION DATE. - -------------------------------------------------------------------------------- Wam!Net Inc. (the "Issuer") hereby amends its Consent Solicitation, dated July 20, 2001, as amended by Amendment No. 1 thereto, dated July 30, 2001, the Form of Consent and any supplemental materials attached thereto or provided prior to the Expiration Date (which collectively constitute the "Consent Solicitation"). The Consent Solicitation is hereby amended as follows: Extension of Expiration Date. The Expiration Date for the Consent Solicitation is extended to Tuesday, August 14, 2001, at 12:00 Noon, New York City time, unless further extended. Requests for assistance in filling out and delivering Consents or requests for additional copies of this Consent Solicitation Statement or the consent letter may be directed to the Information and Tabulation Agent. Deliveries of consents with respect to the 13-1/4% Senior Discount Notes due 2005 ("Notes") should be made to the Information and Tabulation Agent at the address or facsimile number set forth below (facsimile transmissions must be followed by physical delivery prior to the Expiration Date). The Information and Tabulation Agent for the Solicitation is: D.F. King & Co., Inc. By Hand, Mail or Overnight Delivery: 77 Water Street 20th Floor New York, NY 10005 Attn: Edward McCarthy By Facsimile Transmission: (212) 952-0137 To Confirm Receipt Please Call: (212) 269-5550 Any questions regarding the Issuer, this Consent Solicitation or requests for assistance may be directed to the Chief Financial Officer of the Issuer, Terri F. Zimmerman, at (651) 256-5100. Holders of Notes should also contact their brokers, dealers, commercial banks or trust companies for assistance concerning this Consent Solicitation. -2- EX-99.2 4 wa935776.txt EX-99.2 PRESS RELEASE WAM!NET Contact: Jason Thunstrom, Corporate Communications Manager WAM!NET Inc. 651-256-5788 jthunstrom@wamnet.com FOR IMMEDIATE RELEASE WAM!NET EXTENDS EXPIRATION DATE OF CONSENT SOLICITATION EAGAN, Minn., August 7, 2001 - WAM!NET Inc., a leading provider of global information technology and digital media solutions, today announced that the Expiration Date of the Consent Solicitation related to the Company's 13-1/4% Senior Discount Notes due 2005, which had been scheduled to expire at 12:00 Noon, New York City time, on Monday, August 7, 2001, has been extended to 12:00 Noon, New York City time, on Tuesday, August 14, 2001. Requests for assistance in filling out and delivering consents or requests for additional copies of the Consent Solicitation Statement or the consent letter may be directed to the Information and Tabulation Agent, D.F. King & Co., Inc., at 212-269-5500. Deliveries of consents with respect to 13-1/4% Senior Discount Notes should be made prior to the Expiration Date to the Information and Tabulation Agent at 77 Water Street, 20th Floor, New York, NY 10005, Attn: Edward McCarthy; or may be submitted by facsimile transmission to (212) 952-0137 (facsimile transmissions must be followed by physical delivery prior to the Expiration Date). About WAM!NET Inc. - ------------------ WAM!NET is a global provider of information technology and digital media solutions. WAM!NET's services, which include managed network, data storage, hosting and application services, are delivered in a utility-like model via the company's highly integrated IT platform, enabling commercial and government customers to access the combination of IT services they need on a subscription or pay-per-use basis. In doing so, customers are united with their community of interest, which collaborates to specify, create, print, store, broadcast and distribute content within WAM!NET's online, secure digital environment. Headquartered in Eagan, Minnesota, WAM!NET commenced operations in 1995. The company has more than 17,800 corporate end users of its e-services worldwide. WAM!NET services are available throughout North America, Europe, Singapore, Japan and Australia. For information on the company, call 800-611-9006, or visit WAM!NET's Website at www.wamnet.com. ### Except for any historical information contained herein, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties, which are described in WAM!NET's and Winstar's SEC reports and other filings. WAM!NET is a registered trademark of WAM!NET Inc. All other trademarks and registered trademarks are the property of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----