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): April 8, 2003 nu
FASTNET CORPORATION nu
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(Exact Name of Registrant Specified in Charter) nu
Pennsylvania 000-29255 23-2767197
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
Two Courtney Place, Suite 130
3864 Courtney St.
Bethlehem, Pennsylvania 18017
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 266-6700
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On April 8, 2003, FASTNET CORPORATION and certain of its subsidiaries,
as borrowers (collectively "FASTNET"), entered into a loan and security
agreement (the "Loan Agreement") with Equinox Business Credit Corp., a
commercial finance lender ("Equinox"). Pursuant to the terms and conditions of
the Loan Agreement, Equinox may, in its sole discretion, make revolving credit
advances to FASTNET and issue letters of credit on behalf of FASTNET up to a
maximum principal amount of $1,000,000, but in no event greater than 80% of the
value of the accounts receivable of FASTNET based upon a lending criteria set
forth in the Loan Agreement. The obligations of FASTNET under the Loan Agreement
will be secured by all of the assets of FASTNET. With respect to unpaid credit
advances, interest shall be computed at a rate equal to the greater of either
8.00% or the sum of the Prime Rate plus 4.50% and interest payments are payable
in arrears on the last day of each month. With respect to letters of credit,
FASTNET is required to pay letter of credit fees, which fee amounts shall be
determined on a case by case basis prior to the issuance of such letters of
credit. FASTNET is also required to pay certain additional fees under the Loan
Agreement including, but not limited to, (i) a one-time closing fee of $10,000,
(ii) an annual facility fee of $5,000, (iii) a monthly minimum loan fee at a
rate per annum equal to the greater of either 8.00% or the sum of the Prime Rate
plus 4.50% of the amount by which the average closing daily unpaid loan balances
for such month is less than $750,000, (iv) in the event that the average closing
daily unpaid loan balances for any calendar month is greater than $750,000 but
less than $1,000,000, a monthly unused line fee at a rate per annum equal to
..50% of the amount by which the average closing daily unpaid loan balances for
such month is less than $1,000,000, and (v) in the event that the average
closing daily unpaid loan balances for any calendar month is less than $750,000,
a monthly unused line fee at a rate per annum equal to .50% of $250,000. The
Loan Agreement has a two year term subject to automatic two year renewal terms
to the extent that FASTNET has not otherwise provided written notice to Equinox
prior to the expiration of the applicable termination date; provided however,
that Equinox may terminate the Loan Agreement at any time upon 60 days notice
and FASTNET may terminate the Loan Agreement at any time upon 30 days notice.
The foregoing description is qualified in its entirety by reference to
the Loan Agreement, a copy of which is attached hereto as Exhibit 10.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description of Document
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10.1 Loan and Security Agreement, dated as of April 8,
2003, among Equinox Business Credit Corp., as lender,
and Fastnet Corporation, Netaxs Corp., Netreach,
Inc., DASLIC Holdings Company, Supernet Inc., Fastnet
Acquisition Corp. and Fastnet Acquisition, Inc., as
borrowers. *
10.2 Copyright Security Agreement, dated as of April 8,
2003, by Fastnet Corporation in favor of Equinox
Business Credit Corp. *
10.3 Trademark Collateral Security Agreement, dated as of
April 8, 2003, between Equinox Business Credit Corp.
and Fastnet Corporation. *
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* The schedules and exhibits to this document are not being filed herewith but
will be furnished to the Securities and Exchange Commission upon request.
SIGNATURE
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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.
FASTNET CORPORATION
Date: April 11, 2003 By: /s/ R. Barry Borden
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R. Barry Borden
President
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION OF DOCUMENT
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10.1 Loan and Security Agreement, dated as of April 8, 2003, among Equinox
Business Credit Corp., as lender, and Fastnet Corporation, Netaxs
Corp., Netreach, Inc., DASLIC Holdings Company, Supernet Inc., Fastnet
Acquisition Corp. and Fastnet Acquisition, Inc., as borrowers. *
10.2 Copyright Security Agreement, dated as of April 8, 2003, by Fastnet
Corporation in favor of Equinox Business Credit Corp. *
10.3 Trademark Collateral Security Agreement, dated as of April 8, 2003,
between Equinox Business Credit Corp. and Fastnet Corporation. *
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* The schedules and exhibits to this document are not being filed herewith but
will be furnished to the Securities and Exchange Commission upon request.