Current Report on Form 8-K
UNITED STATES
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): October 2, 2002
 
EQUINIX, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
  
000-31293
  
77-0487526
(State or Other Jurisdiction of
Incorporation)
  
(Commission File Number)
  
(I.R.S. Employer
Identification Number)
 
2450 Bayshore Parkway
Mountain View, CA 94043
(650) 316-6000
(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)

ITEM 5.    OTHER EVENTS
 
On October 2, 2002, Equinix, Inc., a Delaware corporation (“Equinix”), Eagle Panther Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Equinix (“Merger Sub”), Eagle Jaguar Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Eagle (“SP Sub”), STT Communications Ltd, a corporation organized under the laws of the Republic of Singapore (“STT Communications”), i-STT Pte Ltd, a corporation organized under the laws of the Republic of Singapore and a wholly owned subsidiary of STT Communications (“i-STT”), Pihana Pacific, Inc., a Delaware corporation (“Pihana”), and Jane Dietze, as Pihana Stockholders’ Representative, entered into a Combination Agreement (the “Combination Agreement”). Subject to the terms and conditions of the Combination Agreement, STT Communications will transfer all the outstanding capital stock of i-STT to SP Sub, and Merger Sub will merge with and into Pihana, with Pihana becoming an indirect wholly-owned subsidiary of Parent (the “Combination”).
 
In connection with the Combination, on October 2, 2002 Equinix and STT Communications also entered into a Securities Purchase Agreement (“Securities Purchase Agreement”). Subject to the terms and conditions of the Securities Purchase Agreement, at the closing of the Combination Equinix will issue up to $40 million aggregate principal amount of convertible secured notes to STT Communications and other purchasers (the “Securities Purchase”).
 
Consummation of the Combination and the Securities Purchase are subject to certain conditions. The foregoing descriptions of the Combination Agreement and the Securities Purchase Agreement, and the transactions contemplated thereby, do not purport to be complete and are qualified in their entirety by reference to the Combination Agreement and the Securities Purchase Agreement, copies of which are attached hereto as Exhibits 2.1 and 4.1, respectively. A copy of the press release, dated October 2, 2002, issued by Equinix and i-STT, relating to the above transactions is attached hereto as Exhibit 99.1.
 
ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
 
 
(c)
 
EXHIBITS.
 
2.1
   
Combination Agreement
4.1
   
Securities Purchase Agreement
99.1
   
Press Release dated October 2, 2002

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.
 
       
EQUINIX, INC.
DATE:  October 9, 2002
      
By:
  
/s/    RENEE F. LANAM
               
Renee F. Lanam
Chief Financial Officer

INDEX TO EXHIBITS
 
Exhibit Number
   
Description
     
  2.1
   
Combination Agreement
     
  4.1
   
Securities Purchase Agreement
     
99.1
   
Press Release dated October 2, 2002