8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of Report (date of earliest event reported) September 24, 2004

TERREMARK WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-12475	52-1981922
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2601 S. Bayshore Drive
Miami, Florida 33133

(Address of principal executive office)

Registrant’s telephone number, including area code (305) 856-3200

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     On September 24, 2004, Terremark Worldwide, Inc. (the “Company”) entered into an agreement (the “Agreement”) with Manuel D. Medina, the Company’s Chairman, President and Chief Executive Officer, regarding Mr. Medina’s repayment of an outstanding note in the principal amount of $5,000,000 owed by Mr. Medina to the Company which matures on September 30, 2004 (the “Note”). Per the terms of the Agreement, Mr. Medina agreed to sell and transfer to the Company, on or prior to the Note’s maturity date, 7,737,351 shares of the Company’s common stock (the “Shares”) at $0.65 per share and to apply such purchase price to the repayment of the outstanding principal and interest due on the Note. A copy of the Agreement has been attached to this Report as Exhibit 99.1 and is hereby incorporated by reference into this report. The terms of the Agreement were approved by the Company’s Board of Directors at a meeting held on September 28, 2004.

     On September 29, 2004, Mr. Medina completed the transfer of the Shares to the Company. A copy of the Company’s press release announcing the repayment of the loan is attached to this Report as Exhibit 99.2 and is hereby incorporated by reference into this report.

Item 9.01 Financial Statements and Exhibits

(a)	Financial Statements of Business Acquired.
	Not applicable
(b)	Pro Forma Financial Information.
	Not applicable
(c)	Exhibits.

99.1	Agreement dated September 24, 2004 between Terremark Worldwide, Inc. and Manuel D. Medina.
99.2	Press Release dated September 30, 2004.

2

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.

	TERREMARK WORLDWIDE, INC.
Date: September 30, 2004	By:	/s/ Jose Segrera
		Name:	Jose Segrera
		Title:	Chief Financial Officer

3

Index to Exhibits

Exhibit No.	Exhibit Title
99.1	Agreement dated September 24, 2004 between Terremark Worldwide, Inc. and Manuel D. Medina.
99.2	Press Release dated September 30, 2004.

4

EX-99.1

Exhibit 99.1

TERREMARK WORLDWIDE, INC.

2601 South Bayshore Drive
Miami, Florida 33133

September 24, 2004

Mr. Manuel D. Medina
Terremark Worldwide, Inc.
2601 South Bayshore Drive
Miami, Florida 33133

Dear Mr. Medina:

     Reference is made to that certain promissory note, dated September 5, 2001 as amended on July 10, 2002 (the “Note”), issued by you to Terremark Worldwide, Inc. (the “Company”) in the principal amount of $5,000,000, which Note is due and payable on September 30, 2004 (the “Maturity Date”). This letter sets forth the agreement between the Company and you with respect to the repayment of the Note.

     1. The Company hereby agrees to purchase from you 7,737,351 shares (the “Shares”) of common stock, $.001 par value, of the Company, such Shares being valued for purposes of this letter agreement at $0.65 per share and to apply such purchase price to the repayment of the outstanding principal and accrued interest of $29,278.09 on the Note. You hereby agree to deliver and transfer certificate(s) evidencing such Shares to the Company on or before the Maturity Date. To the extent any portion of the principal of and/or interest on the Note is paid by you in cash on or prior to the Maturity Date, the number of Shares shall be appropriately reduced.

     2. You hereby represent and warrant to the Company as follows:

     a. You are the legal and beneficial owner of the Shares, free and clear of any liens, claims, encumbrances and restrictions of any kind or nature whatsoever, other than the lien granted to Ocean Bank which shall be released prior to the delivery of the Shares hereunder and restrictions on transfer under the federal securities laws, and you have the full right, power and authority to deliver and transfer the Shares to the Company pursuant to this letter agreement. Upon delivery and transfer of the Shares to the Company hereunder, the Shares will be free and clear of any liens, claims, encumbrances and restrictions of any kind or nature whatsoever, other than restrictions on transfer under the federal securities laws.

     b. This letter agreement has been duly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms.

     c. Neither the execution, delivery nor performance by you of this letter agreement or the consummation of any of the transactions contemplated hereby does or will (i) violate or conflict with, or constitute a breach or default under, with or without the giving of notice or the passage of time or both, any provision of (A) any agreement, indenture or other instrument applicable to you or (B) any law, rule, regulation, order, judgment, writ, injunction or decree applicable to you or any of your properties; or (ii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any person.

Mr. Manuel D. Medina
September 24, 2004
Page 2

     3. The Company hereby represents and warrants to you as follows:

     a. This letter agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

     b. Neither the execution, delivery nor performance by the Company of this letter agreement or the consummation of any of the transactions contemplated hereby does or will (i) violate or conflict with, or constitute a breach or default under, with or without the giving of notice or the passage of time or both, any provision of (A) the articles of incorporation or bylaws of the Company, (B) any agreement, indenture or other instrument applicable to the Company or (C) any law, rule, regulation, order, judgment, writ, injunction or decree applicable to the Company or any of its properties; or (ii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any person.

     4. The obligation of the Company to consummate the transaction set forth herein is subject to (i) approval by its Board of Directors, and (ii) receipt of an opinion of Raymond James & Associates, Inc., addressed to the Audit Committee of the Board of Directors of the Company as to the fairness from a financial point of view to the holders of the Company’s common stock of the consideration to be paid for the Shares provided for herein, satisfactory in form and substance to such Committee and its counsel.

     5. This letter agreement shall be binding upon the Company and you and our respective successors and assigns. This letter agreement may be executed in counterparts. This letter agreement shall be governed by and construed in accordance with the laws of the State of Florida.

     If you are in agreement with the foregoing, kindly acknowledge your agreement by executing this letter agreement in the space provided below, whereupon this letter agreement shall constitute a binding agreement.

Very truly yours, Terremark Worldwide, Inc.
By:	/s/ Jose A. Segrera
	Jose A. Segrera
	Chief Financial Officer

Acknowledged and Agreed to
this 24th day of September, 2004:

/s/ Manuel D. Medina

Manuel D. Medina

EX-99.2

Exhibit 99.2

Terremark Worldwide, Inc. (ticker: TWW, exchange: American Stock Exchange) News Release — 30-Sep-2004

Terremark CEO Repays $5 Million Debt

MIAMI—(BUSINESS WIRE)—Sept. 30, 2004—Terremark Worldwide, Inc. (AMEX:TWW), a leading operator of integrated Tier-1 Internet exchanges and best-in-class network services, today announced that Manuel D. Medina, the Company’s Chairman and CEO, has repaid his outstanding $5 million loan from the Company by tendering to the Company approximately 7.7 million shares of Terremark common stock. Mr. Medina remains the beneficial owner of 36.9 million shares of Terremark common stock, or approximately 10% of the common shares currently outstanding. The 7.7 million shares tendered to Terremark will be retired by the Company and reduces total shares outstanding.

In light of the securities law changes brought about by the Sarbanes-Oxley Act of 2002, the Company was prohibited from extending, amending, or modifying the note receivable from Mr. Medina. The Company made the loan to Mr. Medina in September 2001 in consideration of Mr. Medina’s agreement to repay his indebtedness to Ocean Bank earlier than otherwise required and for his personally guaranteeing the Company’s $48 million credit facility with Ocean Bank.

About Terremark Worldwide, Inc.:

Terremark Worldwide, Inc. (AMEX:TWW) is a leading operator of integrated Tier-1 Internet exchanges and best-in-class network services, creating technology marketplaces in strategic global locations. Terremark is the owner and operator of the NAP of the Americas, the 5th Tier-1 Network Access Point in the world and the model for the carrier-neutral TerreNAP(sm) Data Centers the company has in Santa Clara, California (NAP of the Americas/West), in Sao Paulo, Brazil (NAP do Brasil) and in Madrid, Spain (NAP de las Americas — Madrid). The carrier-neutral NAP of the Americas is a state-of-the-art facility that provides exchange point, collocation and managed services to carriers, Internet service providers, network service providers, government entities, multi-national enterprises and other end users. The NAP, which connects fiber networks in Latin America, Europe, Asia and Africa to those in the U.S., enables customers to freely choose among the many carriers available at the TerreNAP Centers to do business. Terremark is headquartered at 2601 S. Bayshore Drive, 9th Floor, Miami, Florida USA, 305-856-3200. More information about Terremark Worldwide can be found at http://www.terremark.com.

Statements contained in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Terremark’s actual results may differ materially from those set forth in the forward-looking statements due to a number of risks, uncertainties and other factors, as discussed in Terremark’s filings with the SEC. These factors include, without limitation, Terremark’s ability to obtain funding for its business plans, uncertainty in the demand for Terremark’s services or products and Terremark’s ability to manage its growth. Terremark does not assume any obligation to update these forward-looking statements.

CONTACT:	Terremark Worldwide Inc., Miami
	Sandra B. Gonzalez-Levy, 305-860-7829
	sgonzalez-levy@terremark.com
	or
	Investor Relations
	RCG Capital Markets Group, Inc.
	Joe Diaz, 480-675-0400
	jdiaz@rcgonline.com
	or
	Media Relations
	Edelman
	Monica Glukstad, 305-358-5291
	monica.glukstad@edelman.com
SOURCE:	Terremark Worldwide Inc.