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): May 16, 2005

TERREMARK WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-12475	84-0873124
(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 8.01. Other Events.

     On May 16, 2005, the board of directors of Terremark Worldwide, Inc. (the “Company”) announced that the Company’s stockholders approved at a special meeting of the stockholders held on March 16, 2005 a (i) one for ten reverse stock split of the Company’s common stock, par value $.001 per share (“Common Stock”), and (ii) decrease in the number of authorized shares of the Company’s Common Stock from six hundred million shares to one hundred million shares. Subsequent to the special meeting, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State which provided that the reverse stock split became effective at 5:00 p.m., local time, on May 16, 2005.

     No fractional shares of Common Stock will be issued as a result of the reverse stock split. Instead, the Company’s transfer agent will, on behalf of those holders who would otherwise be entitled to receive a fractional share, aggregate all fractional shares and sell them as soon as practicable after the reverse stock split effective date at the then prevailing prices on the open market. Such holders will then be entitled to a cash payment for each pre-split share constituting a fractional share. Following the reverse stock split, the number of shares of Common Stock outstanding will decrease to approximately 42.7 million from approximately 427 million shares outstanding as of May 9, 2005.

     Reference is made to the related (i) Certificate of Amendment to Amended and Restated Certificate of Incorporation filed as Exhibit 3.7 hereto, (ii) Specimen Common Stock Certificate filed as Exhibit 4.6 hereto and (iii) Press Release filed as exhibit 99.1 hereto, both of which are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired

     Not applicable.

     (b) Pro Forma Financial Information

     Not applicable.

     (c) Exhibits

Exhibit No.		Exhibit Title
	3.7	Certificate of Amendment to Amended and Restated Certificate of Incorporation dated May 16, 2005.
	4.6	Specimen Common Stock Certificate.
	99.1	Press Release dated May 16, 2005.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TERREMARK WORLDWIDE, INC.
Dated: May 18, 2005	By:	/s/ Manuel D. Medina
		Manuel D. Medina
		Chairman, President and Chief Executive Officer

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Index to Exhibits

Exhibit No.		Exhibit Title
	3.7	Certificate of Amendment to Amended and Restated Certificate of Incorporation dated May 16, 2005.
	4.6	Specimen Common Stock Certificate.
	99.1	Press Release dated May 16, 2005.

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EX-3.7

EXHIBIT 3.7

CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TERREMARK WORLDWIDE, INC.

     Terremark Worldwide, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), does hereby certify:

     FIRST: The name of the Company is “Terremark Worldwide, Inc.”

     SECOND: In accordance with Sections 141 and 242 of the General Corporation Law of the State of Delaware, the amendment to the Amended and Restated Certificate of Incorporation of the Company was adopted and declared advisable by all of the directors of the Board of Directors of the Company at a meeting held on March 31, 2005. The amendment was then approved by a majority of the stockholders of the Company at a special meeting of stockholders entitled to vote on such matter, on May 16, 2005, in the manner prescribed by Section 211 of the General Corporation Law of the State of Delaware and in accordance with the terms and conditions of the Amended and Restated Certificate of Incorporation of the Company.

     THIRD: Item 1 of Fourth Article of the Amended and Restated Certificate of Incorporation of the Company is hereby deleted in its entirety and replaced by a new Item 1 of the Fourth Article to read in its entirety as follows:

     “1. The total number of shares of stock which the Company shall have authority to issue is One Hundred Ten Million (110,000,000) shares, consisting of One Hundred Million (100,000,000) shares of our common stock, par value $.001 per share (the “Common Stock”), and Ten Million (10,000,000) shares of Preferred Stock, par value $.001 per share (the “Preferred Stock”).

     Effective as of 5:00 p.m., Miami Time, on the date this Certificate of Amendment to Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware (the “Effective Time”), every ten shares of the Common Stock issued and outstanding (the “Old Common Stock”) shall, automatically and without any action on the part of the respective holder thereof, be combined, reclassified as and converted into one share of Common Stock of the Company (the “New Common Stock”). Notwithstanding the immediately preceding sentence, no fractional shares of New Common Stock shall be issued to the holders of record of Old Common Stock in connection with the foregoing reclassification of shares of Old Common Stock. In lieu thereof, the aggregate of all fractional shares otherwise issuable to the holders of record of Old Common Stock shall be issued to American Stock Trust and Transfer Company, the transfer agent, as agent, for the accounts of all holders of record of Old Common Stock otherwise entitled to have a fraction of a share issued to them. The sale of all of the fractional interests will be effected by the transfer agent as soon as practicable after the Effective Time on the basis of prevailing market prices of the New Common Stock on the American Stock Exchange at the time of sale. After such sale and upon the surrender of

the stockholders’ stock certificates, the transfer agent will pay to such holders of record their pro rata share of the net proceeds derived from the sale of the fractional interests.

     Each stock certificate that, immediately prior to the Effective Time, represented             shares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole             shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified (as well as the right to receive cash in lieu of any factional shares of New Common Stock as set forth above); provided, however, that each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified, as well as any cash in lieu of fractional shares of New Common Stock to which such holder may be entitled pursuant to the immediately preceding paragraph.”

     FOURTH: Except as hereby amended, the Amended and Restated Certificate of Incorporation of the Company shall remain the same.

     FIFTH: The effective date of this Certificate of Amendment shall be upon the filing of this Certificate of Amendment to Amended and Restated Certificate of Incorporation.

     IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to Amended and Restated Certificate of Incorporation to be executed in its name by its Chairman of the Board, President and Chief Executive Officer as of the 16th day of May, 2005.

TERREMARK WORLDWIDE, INC.
By:	/s/ Manuel D. Medina
	Manuel D. Medina
	Chairman of the Board, President and Chief Executive Officer

EX-4.6

EXHIBIT 4.6

[FACE OF CERTIFICATE]

TERREMARK WORLDWIDE, INC.

NUMBER		SHARES
TWI	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	SEE REVERSE FOR CERTAIN DEFINITIONS
		CUSIP 881448 20 3

This Certifies that

is the Registered Holder of Shares

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF PAR VALUE OF $.001 EACH OF

TERREMARK WORLDWIDE, INC.

     transferable on the books of the Corporation by said owner in person or by his duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Articles of Incorporation, as amended, of the Corporation (a copy of which is on file at the office of the Corporation) to all of which the holder of this certificate, by acceptance hereof, assents.

     This certificate shall not be valid until countersigned and registered by the Transfer Agent and Registrar.

     Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

/s/ Manuel D. Medina CHAIRMAN AND CHIEF EXECUTIVE OFFICER SEAL /s/ Jose A. Segrera TREASURER

COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
BY          TRANSFER AGENT AND REGISTRAR
 
 
AUTHORIZED SIGNATURE

[REVERSE OF CERTIFICATE]

TERREMARK WORLDWIDE, INC.

     The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -
TEN ENT -
JT TEN - as tenants in common
as tenants by the entireties
as joint tenants with right of
survivorship and not as tenants in common UNIF GIFT MIN ACT- _________Custodian _________
   (Cust)                        (Minor)
under Uniform Gifts to Minors
Act _______________
             (State)

Additional abbreviations may also be used though not in the above list.

For Value received,_________________________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Shares of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated: ___________________________

NOTICE:  THE SIGNATURE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, BROKER OR ANY OTHER ELIGIBLE GUARANTOR INSTITUTION THAT IS AUTHORIZED TO DO SO UNDER THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (STAMP) UNDER RULES PROMULGATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION.

EX-99.1

EXHIBIT 99.1

2601 S. Bayshore Dr. 9^th Floor Miami, FL 33133 Office 305-856-3200 o Fax 305.856.8190

For Immediate Release

TERREMARK STOCKHOLDERS APPROVE 1 FOR 10 REVERSE STOCK SPLIT AT SPECIAL MEETING

MIAMI, FL., May 16, 2005 — Terremark Worldwide Inc. (AMEX:TWW), a leading operator of integrated Tier-1 Internet exchanges and best-in-class network services, today announced that its stockholders, at a special meeting held in Miami, Florida, approved the previously announced one for ten reverse stock split. The reverse stock split will become effective as of commencement of trading on May 17, 2005.

About Terremark Worldwide, Inc.:

Terremark Worldwide, Inc. (AMEX:TWW) operates Internet exchange points from which it provides colocation, interconnection and managed services to the government and commercial sectors. The company’s Internet exchange point facilities, or IXs, are strategically located in Miami, Florida; Santa Clara, California; Madrid, Spain and Sao Paulo, Brazil and allow networks to interconnect and exchange Internet and telecommunications traffic. Terremark’s flagship facility, the NAP of the Americas, in Miami, Florida was designed and built to disaster-resistant standards with maximum security to house mission-critical systems infrastructure. The company’s secure presence in Miami, a key gateway to North American, Latin America and European telecommunications networks, has enabled it to establish customer relationships with U.S. Federal government agencies, including the Department of State and the Department of Defense. Terremark is headquartered at 2601 S. Bayshore Drive, 9^th Floor, Miami Florida USA, (305) 856-3200. More information about Terremark Worldwide Inc. can be found at 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, 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.

For more information contact:

Terremark Worldwide, Inc.
Sandra B. Gonzalez-Levy
305-860-7829
sgonzalez-levy@terremark.com

Media Relations
Edelman
Monica Glukstad
305-358-5291
monica.glukstad@edelman.com