-----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, HMs2VWXLX+1TeeA2Jke79dLNUCdbbbW6aDdRM/JAgSrfaWnN3cYec7yVBrau2F7H oO258f6T7KqmWeqecIv9Gg== 0001157523-07-001382.txt : 20070212 0001157523-07-001382.hdr.sgml : 20070212 20070212073016 ACCESSION NUMBER: 0001157523-07-001382 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070208 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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: 20070212 DATE AS OF CHANGE: 20070212 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: 07600319 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 a5331720.txt EQUINIX, INC. 8-K 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): February 8, 2007 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 3.01. Failure to Satisfy a Continued Listing Rule or Standard. As described in Item 5.02 below, on February 8, 2007, Equinix, Inc. ("Equinix") notified The Nasdaq Stock Market, Inc. that it was not in compliance with NASD Rule 4350(d)(2)(A) due to the vacancy created by Mr. Louis J. Lavigne, Jr.'s resignation as a member of the Audit Committee of Equinix's Board of Directors (the "Board"). Mr. Lavigne was the Audit Committee's chairman and considered its financial expert. On February 9, 2007, Equinix received a Nasdaq Staff Deficiency Letter confirming that Equinix fails to comply with Nasdaq's audit committee requirements. NASD Rule 4350(d)(2)(A) requires the audit committee of each Nasdaq issuer to have at least three independent members (as defined by NASD Rule 4200(a)(15) and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934) on its audit committee, at least one of whom is a financial expert. Consequently, Equinix is in the process of searching for a new candidate to serve on its Board and Audit Committee who possesses qualifications that will satisfy both the independence requirements and the audit committee financial expert requirement. Currently, the Audit Committee is comprised of two independent members. Equinix has a cure period under NASD Rule 4350(d)(4)(B) until August 8, 2007 to comply with the requirements of NASD Rule 4350(d)(2)(A). A copy of the related press release is attached hereto as Exhibit 99.1. Item 5.02. Departure of Director Mr. Louis J. Lavigne, Jr., a member of the Board of Equinix, has given Equinix notice of his resignation from the Board. Mr. Lavigne joined Equinix's Board on August 11, 2005 and served as chairman of the Audit Committee of the Board and as a member of the Real Estate Committee of the Board. The resignation of Mr. Lavigne was solely for personal reasons and did not involve any disagreement with Equinix, Equinix's management or Equinix's Board of Directors. Item 9.01. Financial Statements and Exhibits (d) Exhibits. 99.1 Press Release of Equinix, Inc. dated February 12, 2007. 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: February 12, 2007 By: /s/ KEITH D. TAYLOR ----------------------- Keith D. Taylor Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Press Release of Equinix, Inc. dated February 12, 2007. EX-99.1 2 a5331720ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Equinix Announces Receipt of Nasdaq Deficiency Notice FOSTER CITY, Calif.--(BUSINESS WIRE)--Feb. 12, 2007--Equinix, Inc. (Nasdaq:EQIX), the leading provider of network-neutral data centers and Internet exchange services, today reported that it received a Nasdaq Staff Deficiency Letter on Friday, February 9, 2007, indicating that the Company no longer complies with Nasdaq's audit committee requirements as set forth in Marketplace Rule 4350. Equinix has a cure period until August 8, 2007 to comply with the requirements of the Nasdaq rule. The letter was received following the Company's notification to the Nasdaq Stock Market, Inc., on Thursday, February 8, 2007, of a vacancy created by the resignation of Mr. Louis J. Lavigne, Jr., a member of the Audit Committee of Equinix's Board of Directors (the "Board"). Mr. Lavigne was the Audit Committee's chairman and considered its financial expert. The Company is in the process of searching for a new candidate to serve on its Board and Audit Committee who possesses qualifications that will satisfy both the independence requirements and the audit committee financial expert requirement. Mr. Lavigne joined Equinix's Board on August 11, 2005 and served as chairman of the Audit Committee of the Board and as a member of the Real Estate Committee of the Board. The resignation of Mr. Lavigne was solely for personal reasons and did not involve any disagreement with Equinix, Equinix's management or Equinix's Board of Directors. 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 10 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 built out data centers; failure to complete any financing arrangements contemplated from time to time; failure to receive the proceeds from our loan commitments as expected; 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 litigation relating to past stock option 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 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-----