-----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, BY/rXRA2QxpOIxteVQuUmCo2o/DhQu9CGW/Esiy6D/wE+i2tP4nr6s+60tYckIK0 U3+xqjMgLH1mQOnsXA2wrg== 0000950144-00-014625.txt : 20001204 0000950144-00-014625.hdr.sgml : 20001204 ACCESSION NUMBER: 0000950144-00-014625 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001121 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TERREMARK WORLDWIDE INC CENTRAL INDEX KEY: 0000912890 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 840873124 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12475 FILM NUMBER: 782320 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVE STREET 2: 49TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123199160 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AMTEC INC DATE OF NAME CHANGE: 19970715 FORMER COMPANY: FORMER CONFORMED NAME: AVIC GROUP INTERNATIONAL INC/ DATE OF NAME CHANGE: 19950323 FORMER COMPANY: FORMER CONFORMED NAME: YAAK RIVER MINES LTD DATE OF NAME CHANGE: 19931001 8-K 1 g65748e8-k.txt TERREMARK WORLDWIDE, INC. 1 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) NOVEMBER 21, 2000 --------------------------- TERREMARK WORLDWIDE, INC. ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE ------------------------------------------------------ 0-22520 52-1989122 - ------------------------ --------------------------------- (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.) 2601 SOUTH BAYSHORE DRIVE MIAMI, FL 33133 ------------------------------------------------------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 305-856-3200 --------------------------- - ------------------------------------------------------------------------------ (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) 2 ITEM 5. OTHER On November 21, 2000, Terremark Worldwide, Inc. (the "Company") announced the proposed private placement of subordinated convertible debentures to purchase common stock. On November 28, 2000, the Company announced certain additional terms of such proposed private placement of $100,000,000 of subordinated convertible debentures due December 31, 2005. The foregoing summaries of events are qualified in their entirety by reference to the text of the Company's press releases dated November 21, 2000 and November 28, 2000, which are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements. Not Applicable. (b) Pro Forma Financial Information. Not Applicable (c) Exhibits EXHIBIT NUMBER DESCRIPTION - -------- ----------- 99.1 Press Release of Terremark Worldwide, Inc., dated November 21, 2000 99.2 Press Release of Terremark Worldwide, Inc., dated November 28, 2000 -2- 3 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 thereunto duly authorized. TERREMARK WORLDWIDE, INC. Dated: November 28, 2000 By: /s/ MANUEL D. MEDINA ----------------------------------------- Name: Manuel D. Medina Its: Chairman of the Board & Chief Executive Officer (Principal Executive Officer) Dated: November 28, 2000 By: /s/ IRVING A. PADRON ----------------------------------------- Name: Irving A. Padron Its: Chief Financial Officer (Principal Financial Officer) -3- EX-99.1 2 g65748ex99-1.txt PRESS RELEASE DATED 11/21/00 1 EXHIBIT 99.1 CONTACT: Sandra Gonzalez-Levy Terremark Worldwide Inc. (305) 860-7829 Sgonzalez-levy@terremark.com Steven Schwadron/Alec Rosen Edelman Public Relations (305) 358-9500 (w) (305) 527-4864 or 632-2003 (c) Steven.schwadron@edelman.com alec.rosen@edelman.com TERREMARK WORLDWIDE ANNOUNCES PRIVATE PLACEMENT OF SUBORDINATED CONVERTIBLE DEBENTURES TO PURCHASE COMMON STOCK MIAMI, FL - (November 21, 2000) -- Terremark Worldwide, Inc. (AMEX: TWW) today announced that it is proposing to make a private placement of $100,000,000 (with the right of the Company to increase to $150,000,000) of subordinated convertible debentures due December 31, 2005. The Company proposes to use the net proceeds of the offering for its capital needs. Offers will be made solely by means of a confidential offering memorandum to either qualified accredited investors pursuant to Regulation D under the Securities Act of 1933 ("the Act") or in offshore transactions pursuant to Regulation S under the Act. None of the debentures that the Company is proposing to sell in the private placement or the common stock into which they are convertible have been registered under the Act and they may not be offered or sold in the United States absent registration or an applicable exemption from such registration. ================================================================================ EX-99.2 3 g65748ex99-2.txt PRESS RELEASE DATED 11/28/00 1 EXHIBIT 99.2 CONTACT: Sandra Gonzalez-Levy Terremark Worldwide Inc. (305) 860-7829 sgonzalez-levy@terremark.com Steven Schwadron/Alec Rosen Edelman Public Relations (305) 358-9500 (w) (305) 527-4864 or 632-2003 (c) steven.schwadron@edelman.com alec.rosen@edelman.com TERREMARK WORLDWIDE SETS TERMS FOR PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES MIAMI, FL - (November 28, 2000) -- Terremark Worldwide, Inc. (AMEX:TWW) announced today the specific terms of its private placement of $100,000,000 (with the right of the Company to increase to $150,000,000) of subordinated convertible debentures due December 31, 2005. Specifically, the Company stated that: o The debentures bear interest at 13% per annum. o Each debenture is convertible (in multiples of $50,000) at a price per share equal to 120% of the average market price of Terremark common stock for the twenty (20) trading days preceding the date the debenture is purchased. Shares issued upon conversion may not be sold or transferred prior to December 31, 2001. o The Company may prepay the debentures at any time on 15 days' notice. During the notice period, the holder may convert to Terremark common stock. Alternatively, upon prepayment, the Holder may request repayment either: (i) at a premium (5% in 2001 decreasing to 0% in 2005); or (ii) at par with warrants to purchase shares of Terremark common stock in an amount equal to 10% of the principal repaid. o The debentures may be called by the holder, with no premium or warrants, during the month of January 2003. Conversion rights cease on notice of election to call. The Company proposes to use the net proceeds of the offering for its capital needs, including, but not limited to, deploying and operating TerreNAP(SM) Data Centers in Latin America and Asia. None of the debentures that the Company is proposing to sell in the private placement or the common stock into which they are convertible have been registered under the Securities Act of 1933 (the "Act") and they may not be offered or sold in the United States absent registration or an applicable exemption from such registration. Offers will be made solely to either qualified accredited investors pursuant to Regulation D under the Act or in offshore transactions pursuant to Regulation S under the Act. -----END PRIVACY-ENHANCED MESSAGE-----