-----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, DN7++85kmehx6q1Cr+n5pwUaAJW71LdH08cE/flsufiUepmP1PtKtlm8esJ8zrp+ IcplbAWlQevmumLKpO5QYQ== 0001157523-06-006504.txt : 20060629 0001157523-06-006504.hdr.sgml : 20060629 20060629161408 ACCESSION NUMBER: 0001157523-06-006504 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060626 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUINIX INC CENTRAL INDEX KEY: 0001101239 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 770487526 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31293 FILM NUMBER: 06933956 BUSINESS ADDRESS: STREET 1: 301 VELOCITY WAY, 5TH FLOOR CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 650-513-7000 MAIL ADDRESS: STREET 1: 301 VELOCITY WAY, 5TH FLOOR CITY: FOSTER CITY STATE: CA ZIP: 94404 8-K 1 a5180235.txt EQUINIX 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 26, 2006 EQUINIX, INC. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 000-31293 77-0487526 - --------------------------------- ------------------------- ---- ------------ (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) Identification Number) 301 Velocity Way, 5th Floor Foster City, California 94404 (650) 513-7000 - ------------------------------------------------------------------------------- (Addresses of principal executive offices) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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 8.01. Other Events On June 29, 2006, Equinix, Inc. ("Equinix") announced that it received a grand jury subpoena from the U.S. Attorney for the Northern District of California and that it intends to cooperate fully with the U.S. Attorney's Office in connection with this subpoena. The subpoena requests documents relating to Equinix's stock option grants and practices. Equinix also reported that it has been notified that a shareholder derivative complaint was filed in the Superior Court of the State of California, County of San Mateo on June 29, 2006. The complaint against certain current and former officers and directors alleges that since 2000 stock option grants to certain employees were awarded with exercise prices that were lower than the market price on the actual grant dates and resulted in breaches of fiduciary duties with respect to Equinix's historic stock option granting practices. Equinix may be subject to other lawsuits from private plaintiffs concerning this subject area, and Equinix does not currently expect to file further current reports on Form 8-K describing such additional lawsuits. The full text of Equinix's press release is filed as Exhibit 99.1 to this Report and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (c) Exhibits. 99.1 Press Release of Equinix, Inc. dated June 29, 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. EQUINIX, INC. DATE: June 29, 2006 By: /s/ KEITH D. TAYLOR ------------------------------------ Keith D. Taylor Chief Financial Officer EXHIBIT INDEX Exhibit Number Description -------- ----------- 99.1 Text of Press Release dated June 29, 2006. EX-99.1 2 a5180235ex991.txt EXHIBIT 99.1 Exhibit 99.1 Equinix Reports New Developments on Stock Option Grants FOSTER CITY, Calif.--(BUSINESS WIRE)--June 29, 2006--Equinix, Inc. (Nasdaq:EQIX) today announced that it received a grand jury subpoena from the U.S. Attorney for the Northern District of California and it intends to cooperate fully with the U.S. Attorney's Office in connection with this subpoena. The subpoena requests documents relating to Equinix's stock option grants and practices. As previously announced, Equinix is also currently cooperating with the Securities and Exchange Commission regarding the SEC's informal inquiry requesting documents related to Equinix's stock option grants and practices. Prior to receiving either of these requests, and as previously announced by Equinix on June 12th, the audit committee of the Equinix Board of Directors has been conducting an internal review and analysis of historical stock option practices and related accounting. The Company requested the internal review following the release of a third party report regarding the timing and pricing of stock option grants at a large number of public companies. Independent outside legal counsel is assisting the audit committee with this review. The Company also reported that it has been notified that a shareholder derivative complaint was filed in the Superior Court of the State of California, County of San Mateo on June 29, 2006. The complaint against certain current and former officers and directors alleges that since 2000 stock option grants to certain employees were awarded with exercise prices that were lower than the market price on the actual grant dates and resulted in breaches of fiduciary duties with respect to the Company's historic stock option granting practices. Equinix may be subject to other lawsuits from private plaintiffs concerning this subject area, and Equinix does not currently expect to disclose these additional lawsuits. About Equinix Equinix is the leading global provider of network-neutral data centers and Internet exchange services for enterprises, content companies, systems integrators and network services providers. Through the company's Internet Business Exchange(TM) (IBX(R)) centers in 11 markets in the U.S. and Asia, customers can directly interconnect with every major global network and ISP for their critical peering, transit and traffic exchange requirements. These interconnection points facilitate the highest performance and growth of the Internet by serving as neutral and open marketplaces for Internet infrastructure services, allowing customers to expand their businesses while reducing costs. This press release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from expectations discussed in such forward-looking statements. Factors that might cause such differences include, but are not limited to, the challenges of acquiring, operating and constructing IBX centers and developing, deploying and delivering Equinix services; a failure to receive significant revenue from customers in recently-acquired data centers; failure to complete any financing arrangements contemplated from time to time; competition from existing and new competitors; the ability to generate sufficient cash flow or otherwise obtain funds to repay new or outstanding indebtedness; the loss or decline in business from our key customers; the results of any internal or regulatory review of past stock option grants and practices or any litigation relating to such grants and practices; and other risks described from time to time in Equinix's filings with the Securities and Exchange Commission. In particular, see Equinix's recent quarterly and annual reports and registration statement on Form S-3 filed with the Securities and Exchange Commission, copies of which are available upon request from Equinix. Equinix does not assume any obligation to update the forward-looking information contained in this press release. Equinix and IBX are registered trademarks of Equinix, Inc. Internet Business Exchange is a trademark of Equinix, Inc. CONTACT: Equinix, Inc. Jason Starr, 650-513-7402 (Investor Relations) jstarr@equinix.com or K/F Communications, Inc. David Fonkalsrud, 415-255-6506 (Media) dave@kfcomm.com -----END PRIVACY-ENHANCED MESSAGE-----