424B3 1 g698892e424b3.txt TERREMARK WORLDWIDE, INC 1 Rule 424(b)(3) Registration No. 333-37060 TERREMARK WORLDWIDE, INC. SUPPLEMENT NO. 2 DATED JULY 17, 2001 TO PROSPECTUS DATED SEPTEMBER 20, 2000 The Prospectus of Terremark Worldwide, Inc., dated September 20, 2000, relating to our common stock, $.001 par value per share, is hereby supplemented as follows: 1. RECENT DEVELOPMENTS. On May 21, 2001, Paradise Stream (Bahamas) Limited sold 5,000,000 shares of our common stock for a purchase price of $1.00 per share to NIS Holdings, LLC, a Delaware limited liability company. Paradise Stream also granted an option to NIS to purchase an additional 25,000,000 shares of our common stock at a purchase price $0.75 per share. This option is exercisable from September 12, 2002 through October 12, 2002. At the request of NIS, Paradise Stream may, in its sold discretion, accelerate the date the option becomes exercisable. On May 24, 25 and 29, 2001, Paradise Stream made inter-company distributions of our common stock, totaling 24,090,655 shares in the aggregate, to its parent, Vistagreen Holdings (Bahamas), Ltd. 2. SELLING STOCKHOLDERS. The following table sets forth, as of May 31, 2001, certain information with respect to the ownership of our common stock by the Selling Stockholders, and supersedes the table set forth on page 13 of the Prospectus.
Percentage of Number of Shares Shares Number of Shares Beneficially Beneficially Beneficially Number of Shares Owned After Owned After Selling Stockholder Owned(1) Offered Offering(1)(2) Offering(1)(2) ------------------- ---------------- ---------------- ----------------- -------------- Paradise Stream (Bahamas) Limited 25,000,000 25,000,000 0 0% TCO Company Limited 34,094,139 34,094,139 0 0 Manuel D. Medina (3) 32,197,913 32,169,913 28,000 * Vistagreen Holdings (Bahamas) Limited 31,909,128 31,909,128 0 0 Moraine Investments, Inc. 6,613,221 6,613,221 0 0 NIS Holdings, LLC 5,000,000 5,000,000 0 0 ATTU Services, Inc. 4,186,173 4,186,173 0 0 Michael Katz (4) 3,015,930 3,015,930 0 0 Brian Goodkind (5) 2,518,693 2,269,801 248,892 * AJR, LLC 1,027,301 1,027,301 0 0 Irving A. Padron, Jr. (6) 513,151 513,651 0 0 Edward P. Jacobson (7) 513,651 513,651 0 0 William J. Biondi (8) 513,651 513,651 0 0 Willy Bermello 235,620 235,620 0 0
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James Siegel & Debra Siegel, Tenants by the Entirety 1,500,000 1,500,000 0 0 Vinson Richter and Randa Richter, Tenants by the Entirety 1,500,000 1,500,000 0 0 1999 Mulroy Family Trust 2,500,000 2,500,000 0 0 Thomas M. Mulroy and Dorothy E. Mulroy, Tenants by the Entirety 685,000 685,000 0 0 1999 Glazer Family Trust 965,000 965,000 0 0 1999 Preminger Family Trust 676,000 676,000 0 0 Gary R. Siegel and Laura S. Siegel, Tenants by the Entirety 464,000 460,000 4,000 * Steven M. Glazer and Jan G. Glazer, Tenants by the Entirety 254,000 254,000 0 0 Clifford J. Preminger & Rebecca B. Preminger, Tenants by the Entirety 376,000 120,000 256,000 * Clifford J. Preminger (9) 238,000 238,000 0 0 Gary R. Siegel Family Trust 120,000 120,000 0 0 Zachary Preminger Trust 100,000 100,000 0 0 Rebecca B. Preminger 100,000 100,000 0 0 Susan M. Gettler 70,000 70,000 0 0 Stephen H. Ellick 57,000 52,000 5,000 * Daryle L. Preminger 50,000 50,000 0 0 L. Mark Winston 36,000 36,000 0 0 Gettler Children's Trust 30,000 30,000 0 0 Johnson Family Trust 15,000 15,000 0 0 Preminger & Glazer, PLLC 58,000 58,000 0 0 Guillermo Amore 86,000 26,471 59,529 * Howard M. Glicken 20,588 20,588 0 0 Amancio Victor Suarez 985,294 985,294 0 0 Amancio Jorge Suarez 735,294 735,294 0 0 Joel Silva 26,471 26,471 0 0 Los Pinos Investment Trust 441,176 441,176 0 0 Latin American Telecommunication Enterprises, LLC 588,235 588,235 0 0 Leo I. George 147,059 147,059 0 0 Dutko Tax Savings Trust 29,412 29,412 0 0
------------------- * Less than 1% (1) Except as otherwise noted, we determine beneficial ownership in accordance with Rule 13d-3(d) promulgated by the Commission under the Securities and Exchange Act of 1934, as amended. We treat shares of common stock issuable pursuant to options, warrants and convertible securities, to the extent these securities are currently exercisable or convertible within 60 days of May 31, 2001, as outstanding for computing the percentage of the person holding such securities. Unless otherwise noted, each identified person or group possesses sole voting and investment power with respect to shares, subject to community property laws where applicable. We treat shares not outstanding but deemed beneficially owned by virtue of the right of a person or group to acquire them within 60 days as outstanding only to determine the number and percent owned by such person or group. (2) Assuming that all shares offered here are sold but no other securities held by the selling securityholder are sold. (3) Manuel D. Medina has served as our Chairman of the Board, President and Chief Executive Officer since April 28, 2000. Prior to that, he served as the Chairman of the Board and Chief Executive Officer of Terremark Holdings, Inc. since its founding in 1982. (4) Michael Katz serves as the President of TerreNAP Services, Inc. Prior to that, he served as the President of Terremark Real Estate Group, Inc. from April 28, 2000 to February 28, 2001 and he served as the President and Chief Operating Officer of Terremark Group, Inc., the predecessor to Terremark Real Estate Group. 3 (5) Brian K. Goodkind has served as our Executive Vice President since April 28, 2000 and as our Chief Operating Officer since June 25, 2000. Mr. Goodkind also served as our General Counsel from April 28, 2000 through June 25, 2000. Prior to that, he served as Vice Chairman, Executive Vice President and General Counsel to Terremark Holdings. (6) Irving A. Padron, Jr. has served as our Senior Vice President and Chief Financial Officer since April 28, 2000. Prior to that, he served as Senior Vice President and Chief Financial Officer of Terremark Holdings. (7) Edward P. Jacobson serves as the President of Terremark Construction Services, Inc. and Terremark Technology Contractors, Inc. He served in the same capacity prior to the merger between Terremark Holdings and AmTec. (8) William J. Biondi has served as the President of Terremark Management Services, Inc., Terremark Realty, Inc. and Terremark Financial Services, Inc. since April 28, 2000. He served in the same capacity prior to the merger between Terremark Holdings and AmTec. (9) Clifford J. Preminger serves as a director on our board of directors. He is also that President of T-Rex Developers. PLAN OF DISTRIBUTION We are registering the shares on behalf of the selling stockholders which includes transferees among such selling stockholders, donees and pledgees receiving shares from them. The selling stockholders have advised us that they may sell their shares offered here to purchasers directly. Alternatively, the selling stockholders may offer the shares to or through underwriters, brokers/dealers or agents, who may receive compensation in the form of underwriting discounts, concessions or commissions from the selling stockholders or the purchasers of shares for whom they may act as agents. The selling stockholders and any underwriters, brokers/dealers or agents that participate in the distribution of the shares may be deemed to be "underwriters" within the meaning of the Securities Act. Any profit realized by them on the sale of such shares and any discounts, commissions, concessions or other compensation received by any underwriter, broker/dealer or agent may be deemed to be underwriting discounts and commissions under the Securities Act. This compensation may be in excess of that customary in the types of transactions involved. Certain selling stockholders have agreed to certain restrictions as set forth below: o Stockholders who received our common stock in connection with the Telecom Routing Exchange Developers, Inc. transaction have agreed, except as provided below, not to sell, offer to sell or otherwise dispose of any interest in the common stock that we are registering for a period of not less than one year after May 31, 2000. This does not preclude open market sales in amounts that would be permitted under SEC Rule 145 as if that rule applied. o Stockholders who received our common stock in connection with the Spectrum Telecommunications Corp. transaction have agreed that an aggregate of 1,200,000 of the 3,000,000 total shares of our common stock issued to them will be held in escrow until August 9, 2001 to serve as security for the indemnification obligations of Spectrum and its stockholders pursuant to our purchase agreement with them. 4 The selling stockholders have advised us that they may sell the shares in one or more transactions: o at fixed prices; o at market prices prevailing at the time of sale; o at prices related to prevailing market prices; and/or o at varying prices determined at the time of sale or at negotiated prices. The sale of shares may be effected in transactions, which may involve crosses or block transactions: o on any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale; o in the over-the-counter market; o in transactions otherwise than on such exchanges or in the over-the-counter market; or o through the writing of options. Because the selling stockholders may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, the selling stockholders will be subject to the prospectus delivery requirements of the Securities Act, which may include delivery through the facilities of the New York Stock Exchange. We have informed the selling stockholders that the anti-manipulative provisions of Regulation M promulgated under the Securities Act may apply to their sales in the market. Upon being notified by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, which supplement will disclose: o the name of each such selling stockholder and of the participating broker-dealer(s); o the number of shares involved; o the price at which such shares were sold; o the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable; o that such broker-dealer(s) did not conduct any investigations to verify the information set out or incorporated by reference in this prospectus; and o such other facts as may be material to the transaction. 5 Pursuant to our agreement with the selling stockholders, we will pay all expenses of the registration of the shares, including, without limitation, commission filing fees and expenses of compliance with state securities or "blue sky" laws; provided, however, that the selling stockholders will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against certain civil liabilities, including certain liabilities under the Securities Act, or it will be entitled to the appropriate contribution.