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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 6, 2004
NAVISITE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-27597 52-2137343
State or Other Jurisdiction (Commission File Number) (IRS Employer
Of Incorporation) Identification No.)
400 Minuteman Road
Andover, Massachusetts 01810
(Address of Principal Executive Offices) (Zip Code)
(978) 682-8300
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On February 6, 2004, NaviSite, Inc. ("NaviSite") entered into an Amendment
to Stock and Asset Acquisition Agreement (the "Amendment") by and among
ClearBlue Technologies, Inc. and certain of its wholly owned subsidiaries
("CBT") and NaviSite. The Amendment amended NaviSite's Stock and Asset
Acquisition Agreement (the "Agreement") with CBT dated August 8, 2003 to extend
the date by which NaviSite is able to cause the transfer to NaviSite of four of
CBT's wholly owned subsidiaries, ClearBlue Technologies/Dallas, Inc., ClearBlue
Technologies/New York, Inc., ClearBlue Technologies/San Francisco, Inc. and
ClearBlue Technologies/Santa Clara, Inc. (the "Deferred Entities"), from
February 8, 2004 to August 8, 2005 (the "Transfer Date"), under certain
conditions and for no additional consideration. In consideration for such
amendment, NaviSite agreed to operate and manage the Deferred Entities in a
manner consistent with the Agreement. Pursuant to the terms of the Agreement,
NaviSite assumed the revenue and expense, as of the date of the Agreement, of
the Deferred Entities.
The foregoing description of the Amendment and the transactions
contemplated thereby and in connection therewith does not purport to be complete
and is qualified in its entirety by reference to the full text of the Amendment,
which is filed as an exhibit to this Form 8-K and is incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The exhibits listed in the Exhibit Index immediately preceding such
exhibits are filed with this report.
SIGNATURE
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.
NaviSite, Inc.
By: /s/ James W. Pluntze
----------------------------------
Date: February 11, 2004 James W. Pluntze
Chief Financial Officer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Amendment to Stock and Asset Acquisition Agreement dated as of
February 6, 2004 by and among NaviSite, Inc., ClearBlue
Technologies, Inc., ClearBlue Technologies/New York, Inc.,
ClearBlue Technologies/Santa Clara, Inc., ClearBlue
Technologies/Dallas, Inc. and ClearBlue Technologies/San
Francisco, Inc.