~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toReport ~~Section 13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~February 1, ~~of 1934~~2011

~~Date of Report (Date of earliest event reported): December 17~~NAVISITE, ~~2010~~INC.

~~NAVISITE, INC.~~ (Exact name of registrant as specified in its charter)

Delaware (~~Exact~~State ~~name~~or other jurisdiction of ~~registrant~~incorporation) as000-27597 ~~specified~~(Commission inFile ~~its~~No.) ~~charter~~52-2137343 (IRS Employer Identification No.)

Delaware	000-27597	52-2137343
(State or other jurisdiction of	(Commission File No.)	(IRS Employer Identification
incorporation)		No.)


400 Minuteman Road Andover, Massachusetts (Address of principal executive offices)		01810 (Zip Code)

400 Minuteman Road
Andover, Massachusetts		01810
(Address of principal executive offices)		(Zip Code)

(978) 682-8300
(Registrant’s telephone number, including area code)

~~(978) 682-8300~~ Not Applicable (~~Registrant’s~~Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code~~since last report.)

~~Not~~Check ~~Applicable~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the ~~(Former~~filing ~~name~~obligation orof ~~former~~the ~~address,~~registrant ifunder ~~changed~~any ~~since~~of ~~last~~the ~~report.)~~following provisions:

~~Check~~o ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the filing~~under ~~obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~ 230.425)

oþ ~~Written~~Soliciting ~~communications~~material pursuant to Rule ~~425~~ 14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

o ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~ 14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b) )

o Pre-commencement communications pursuant to Rule ~~14d~~ 13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

oItem ~~Pre-commencement~~1.01. ~~communications~~Entry ~~pursuant~~into toa ~~Rule 13e-4(c)~~Material ~~under~~Definitive ~~the Exchange Act (17 CFR 240~~Agreement.~~13e-4(c))~~

~~TABLE~~On OFFebruary 1, ~~CONTENTS~~2011, Time Warner Cable Inc. (“TWC”), NaviSite, Inc. (“NaviSite”) and Avatar Merger Sub Inc., a wholly-owned subsidiary of TWC (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into NaviSite. As a result of the merger, Merger Sub will cease to exist, and NaviSite will survive as a wholly-owned subsidiary of TWC.

~~Item~~Upon ~~1.01.~~the ~~Entry~~consummation ~~into~~of the merger: (a) each ~~Material~~share ~~Definitive~~of ~~Agreement~~NaviSite ~~Item~~common 2stock, par value $.01 ~~Completion~~per share of(“Common ~~Acquisition~~Stock”), issued and outstanding immediately prior to the merger (other than (i) shares owned by NaviSite, TWC or ~~Disposition~~Merger Sub or any wholly owned subsidiary of ~~Assets~~the ~~Item~~foregoing (“Excluded 9Shares”), and (ii) shares in respect of which appraisal rights are properly sought (“Dissenting Shares”)) and, subject to certain exceptions, each share of restricted Common Stock, will be converted into the right to receive $5.50 in cash, without interest (“Common Stock Merger Consideration”); and (b) each share of NaviSite Series A Convertible Preferred Stock, par value $.01 ~~Financial~~per ~~Statements~~share (“Series A Preferred Stock”), issued and ~~Exhibits~~outstanding ~~EXHIBIT~~immediately ~~INDEX~~prior Exto the merger (other than Excluded Shares and Dissenting Shares) will be converted into the right to receive $8.00 in cash, without interest. All accrued and unpaid dividends on the Series A Preferred Stock through the consummation of the merger will be paid in-99kind immediately prior to the merger and will be deemed outstanding at such time.1

~~Table~~Upon the consummation of ~~Contents~~the merger, each outstanding qualified or nonqualified option to purchase shares of Common Stock (“Company Stock Options”) under any employee equity incentive plan or arrangement of NaviSite other than NaviSite’s Amended and Restated 1999 Employee Stock Purchase Plan (“Company Equity Incentive Plans”) will be converted into the right to receive an amount equal to the product of (x) the excess, if any, of the Common Stock Merger Consideration over the exercise price of each such Company Stock Option multiplied by (y) the number of unexercised shares of Common Stock subject thereto (the “Closing Option Merger Consideration”). Upon the consummation of the merger, all such Company Stock Options will be cancelled and will represent only the right to receive the Closing Option Merger Consideration.

~~Item~~The completion of the merger is subject to customary conditions, including without limitation: (i) the approval of the merger by NaviSite’s stockholders; and (ii) ~~1.01.~~expiration ~~Entry~~or ~~into~~termination aof ~~Material~~the applicable ~~Definitive~~waiting ~~Agreement.~~periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

OnThe ~~December 17,~~Merger ~~2010~~Agreement ~~(the~~contains ~~“Effective~~certain ~~Date”),~~termination ~~NaviSite,~~rights ~~Inc.~~for (“NaviSite”) and ~~its wholly owned subsidiary~~TWC, ~~Clearblue Technologies/Dallas~~including, ~~Inc.~~subject to ~~(“Seller”),~~the ~~entered~~terms ~~into~~of ~~an Asset Purchase Agreement (~~the ~~“Asset~~Merger ~~Purchase~~ Agreement”), ~~with~~if IXNaviSite’s ~~Investments,~~Board ~~LLC~~of ~~(“IXI”),~~Directors ~~and~~determines ~~Cologix~~to ~~Dallas, Inc.~~accept ~~(the~~ a “~~Buyer~~Superior Proposal”) (~~by joinder and~~ as ~~successor-~~defined in~~-interest~~ tothe ~~IXI,~~Merger ~~the~~Agreement). ~~original~~The ~~party~~Merger toAgreement ~~the~~further provides ~~Agreement)~~that, ~~pursuant~~upon totermination ~~which~~of ~~NaviSite and~~ the ~~Seller~~Merger ~~sold~~Agreement tounder ~~the~~certain ~~Buyer~~circumstances, atNaviSite amay ~~closing that occurred~~be ~~later~~required ~~that~~to ~~day,~~pay ~~(the~~TWC ~~“Closing”)~~a ~~substantially~~termination ~~all~~fee of ~~NaviSite’s~~$7.5 million and reimburse the ~~Seller’s~~fees ~~assets~~and ~~primarily used~~expenses inof ~~connection~~TWC ~~with~~up to ~~the Dallas colocation business (the “Business”)~~$1. 5 million.

The ~~purchase~~above ~~price~~description ~~for~~of the ~~assets~~Merger ~~sold~~Agreement bydoes ~~NaviSite~~not purport to be complete and ~~the~~is ~~Seller~~qualified in its entirety by reference to the ~~Buyer~~full ~~was~~text ~~$12,750,000~~of (the ~~“Cash~~ ~~Amount”)~~Merger ~~and~~Agreement. isThe ~~subject~~representations toand warranties ~~adjustment~~contained ~~pursuant~~in tothe aMerger ~~working~~Agreement ~~capital~~were ~~adjustment~~made ~~mechanism~~only ~~set forth~~for inthe purposes of the ~~Asset~~agreement ~~Purchase~~as ~~Agreement.~~of specific ~~The~~dates ~~Buyer~~and ~~also~~may ~~assumed~~have been qualified by certain ~~liabilities~~disclosures ofbetween ~~NaviSite~~the parties and a ~~the~~contractual ~~Seller~~standard ~~related~~of tomateriality ~~the~~different ~~Business,~~from ~~including~~those ~~accounts~~generally ~~payable~~applicable to stockholders, among ~~customer~~other ~~credits~~limitations. The representations and ~~liabilities arising~~warranties ~~after~~were ~~Closing~~made ~~with~~for ~~respect~~the topurposes ~~certain~~of allocating ~~agreements~~contractual ~~assumed~~risk bybetween the ~~Buyer~~parties atto the ~~Closing.~~Merger ~~As security~~Agreement ~~for~~and ~~the~~should ~~indemnification~~not ~~obligations~~be relied upon as a disclosure of ~~NaviSite~~factual ~~and~~information ~~the~~relating ~~Seller~~to ~~set~~NaviSite ~~forth~~or inTWC. ~~the~~The ~~Asset Purchase~~Merger Agreement, ~~$1,275,000~~is filed ~~was~~as ~~retained~~Exhibit 2.1 ~~from~~hereto ~~the~~and ~~Cash~~incorporated ~~Amount~~herein ~~and~~by ~~deposited~~reference. inA ~~escrow~~copy ~~with~~of ~~a third-party~~the ~~agent~~joint atpress release announcing the ~~Closing,~~execution ~~and~~of ~~will~~the beMerger ~~held~~Agreement inis ~~escrow~~furnished ~~until~~as ~~February~~Exhibit ~~29,~~99.1 ~~2012~~hereto.

~~NaviSite~~Item intends to use the net proceeds of the transactions contemplated by the Asset Purchase Agreement to repay certain principal obligations under the Amended and Restated Credit Agreement, dated as of September 12, 2007, by and among NaviSite, certain of its subsidiaries, Canadian Imperial Bank of Commerce, CIBC World Markets Corp8.,01 ~~CIT~~Other ~~Lending Services Corporation, and certain affiliated entities~~Events.

~~Due~~In ~~solely~~connection towith the ~~sale~~Merger Agreement, NaviSite entered into a Warrant Holders Agreement, dated as of ~~the~~February 1, ~~Business~~2011, by and among NaviSite, isInc., ~~revising~~SPCP ~~its~~Group, ~~guidance~~LLC, ~~for~~and SPCP Group III, LLC (the “Warrant ~~second~~Holders”), whereby, as an inducement to the parties to enter into the Merger Agreement, ~~quarter~~the ofWarrant ~~fiscal~~Holders ~~year~~have ~~2011~~agreed not to ~~revenue~~sell, oftransfer, ~~between~~encumber ~~$32.2 million~~or ~~and~~pledge, ~~$32~~or enter into a contract with respect to, any outstanding NaviSite warrants held by the Warrant Holders.~~7 million~~ ~~and~~Pursuant ~~adjusted~~to the ~~EBITDA~~Warrant Holders Agreement, the Warrant Holders are entitled to receive in exchange for each unexercised NaviSite warrant, the excess, if any, of ~~between~~the ~~$7.1 million~~Common ~~and~~Stock ~~$7.4 million.~~Merger Consideration over the exercise price of such warrant.

~~Item 2.01~~The ~~Completion~~foregoing description of ~~Acquisition~~the orWarrant ~~Disposition~~Holders ofAgreement ~~Assets~~is only a summary and is qualified in its entirety by reference to the Warrant Holders Agreement, which is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

~~The~~Additionally, on ~~information~~February 1, ~~set~~2011, ~~forth~~NaviSite inand ~~Item~~TWC issued a joint press release announcing the execution of the Merger Agreement, a copy of which has been filed as Exhibit 199.011 ofto this Current Report on Form 8-K and is ~~hereby~~ incorporated inherein ~~this Item 2.01~~ by reference.

~~Item~~Additionally, on February 92, 2011, NaviSite issued the following written communications: Letter from R.01 ~~Financial~~Brooks ~~Statements~~Borcherding, President and ~~Exhibits.~~Chief Executive Officer of NaviSite, to the customers of NaviSite, attached to this Current Report on Form 8-K as Exhibit 99.3.

~~(b) Pro~~Item ~~forma~~9.01 ~~financial~~Financial ~~information~~Statements and Exhibits.

~~The following unaudited pro forma condensed consolidated financial statements present the pro forma financial position and results of operations of NaviSite and its subsidiaries~~ (~~the “Company”~~d) ~~based upon historical financial information after giving effect to the sale of substantially all of the assets of the Business to the Buyer, pursuant to the Asset Purchase Agreement.~~ Exhibits

The ~~unaudited~~exhibits ~~pro~~listed ~~forma condensed consolidated financial statements presented herein have been prepared~~ in ~~accordance with Article 11 of Regulations S-X and are based upon~~ the ~~Company’s audited consolidated financial statements for the years ended July~~Exhibit ~~31,~~Index ~~2010~~below and 2009, and the unaudited consolidated financial statements as of and for the three months ended October 31, 2010 and 2009, and certain assumptions, as set forth in the related notes, that the Company believes are ~~reasonable.~~ ~~The~~filed ~~unaudited~~with ~~pro~~this forma condensed consolidated balance sheet is presented as if the sale had been completed on October 31, 2010, and the unaudited pro forma condensed consolidated statements of operations are presented as if the sale had been completed as of the beginning of the reporting periodreport. The pro forma adjustments presented herein are based on estimates and certain information that is currently available and may change as additional information becomes available. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the results of operations or the financial position that would have been achieved had the sale been completed at the beginning of or as of the periods presented, nor are they indicative of the future results of operations or future financial position of the Company.

~~Table~~Additional ofInformation ~~Contents~~and Where to Find It

NaviSite, ~~Inc~~intends to file with the SEC a preliminary proxy statement and a definitive proxy statement and other relevant materials in connection with the merger. The definitive proxy statement will be sent or given to NaviSite’s stockholders. BEFORE MAKING ANY VOTING OR INVESTMENT ~~Unaudited~~DECISION ~~Pro~~WITH ~~Forma~~RESPECT ~~Condensed~~TO ~~Consolidated~~THE ~~Balance~~MERGER, ~~Sheet~~INVESTORS AND STOCKHOLDERS OF NAVISITE ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL AsCONTAIN ofIMPORTANT ~~October 31,~~INFORMATION ~~2010~~ABOUT THE MERGER. The proxy statement and other relevant materials (Inwhen ~~Thousands~~they become available), and any other documents filed by NaviSite with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or from NaviSite by contacting NaviSite at NaviSite, Inc., Attention: Investor Relations, 400 Minuteman Road, Andover, MA 01810 or by telephone at (978) 682-8300.

				Disposition
				and Pro
	NaviSite			Forma			NaviSite
	Historical			Adjustments			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	6,605		$	3,549	(a)	$	10,154
Accounts receivable, net		11,165			(281)	(b)		10,884
Unbilled accounts receivable		353			—	(b)		353
Prepaid expenses and other current assets		10,490			(6)	(b)		10,484
Total current assets		28,613			3,262			31,875
Non-current assets		86,373			(3,243)	(b,h)		83,130
Total assets	$	114,986		$	19		$	115,005
LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Notes payable, current portion	$	4,583		$	—		$	4,583
Capital lease obligations, current portion		4,976			—	(b)		4,976
Accounts payable		5,379			(26)	(b)		5,353
Accrued expenses, deferred revenue, deferred other income and customer deposits		18,956			(105)	(b)		18,851
Transaction related obligations		—			904	(c)		904
Total current liabilities		33,894			773			34,667
Total non-current liabilities		67,708			(8,401)	(d)		59,307
Total liabilities		101,602			(7,628	)		93,974
Preferred stock		35,279						35,279
Total stockholders’ equity (deficit)		(21,895	)		7,647	(e)		(14,248	)
Total liabilities, preferred stock and stockholders’ equity (deficit)	$	114,986		$	19		$	115,005

Participants in the Solicitation

~~Table~~ NaviSite and its directors and executive officers may be deemed to be participants in the solicitation of ~~Contents~~proxies from NaviSite’s stockholders in connection with the Merger. Information about NaviSite’s directors and executive officers is set forth in NaviSite’s proxy statement on Schedule 14A, as amended, filed with the SEC on November 1, 2010 and NaviSite’s Annual Report on Form 10-K filed with the SEC on October 22, 2010. These documents are available free of charge at the SEC’s web site at www.sec.gov and from NaviSite by contacting NaviSite at NaviSite, Inc., Attention: Investor Relations, 400 Minuteman Road, Andover, MA 01810 or by telephone at (978) 682-8300. Additional information regarding the interests of participants in the solicitation of proxies in connection with the merger will be included in the proxy statement that NaviSite intends to file with the SEC.

~~NaviSite,~~Safe ~~Inc. Unaudited~~Harbor ~~Pro Forma Condensed Consolidated~~ Statement ~~of Operations~~ ~~For the Three Months Ended October 31, 2010 (In Thousands, except share amounts)~~

				Disposition
				and Pro
	NaviSite			Forma			NaviSite
	Historical			Adjustments			Pro Forma
Revenue	$	33,361		$	(1,303)	(f)	$	32,058
Cost of revenue		16,175			(740)	(f)		15,435
Depreciation and amortization		4,534			(29)	(f)		4,505
Total cost of revenue		20,709			(769	)		19,940
Gross profit		12,652			(534	)		12,118
Operating expenses:
Selling and marketing		4,748			—	(f)		4,748
General and administrative		7,023			—	(f)		7,023
Total operating expenses		11,771			—			11,771
Income (loss) from operations		881			(534	)		347
Other income (expense):
Interest income		13			—			13
Interest expense		(1,671	)		181			(1,490	)
Other income (expense), net		(115	)		—			(115	)
Net other income (expense)		(1,773	)		181	(f) (g)		(1,592	)
Loss from operations before income taxes		(892	)		(353	)		(1,245	)
Income taxes		(307	)		—	(f)		(307	)
Net income (loss)		(1,199	)		(353	)		(1,552	)
Accretion of preferred stock dividends		(995	)		—			(995	)
Net income (loss) attributable to common stockholders	$	(2,194	)	$	(353	)	$	(2,547	)
Basic and diluted net loss per common share:
Net income (loss) attributable to common stockholders	$	(0.06	)				$	(0.07	)
Basic and diluted weighted average number of common shares outstanding		36,979						36,979

Certain statements made in this Current Report on Form 8-K that reflect management’s expectations regarding future events are forward-looking in nature and, accordingly, are subject to risks and uncertainties. These forward-looking statements include references to NaviSite’s announced transaction with TWC and Merger Sub. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond NaviSite’s ability to control or predict. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include, but are not limited to, uncertainties as to the timing of the merger; uncertainties as to how many of NaviSite stockholders will tender their shares of Common Stock in the merger; the possibility that competing offers will be made; the possibility that various closing conditions for the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger; and other risks and uncertainties discussed in documents filed with the SEC by NaviSite and the solicitation/recommendation statement and proxy statement and other relevant materials to be filed by NaviSite. Although NaviSite believes the expectations reflected in the forward-looking statements are reasonable, NaviSite cannot guarantee future results, level of activity, performance or achievements. Moreover, neither NaviSite nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. NaviSite does not undertake any responsibility to update any of these forward-looking statements to conform its prior statements to actual results or revised expectations, except as expressly required by law.

~~Table~~ Pursuant to the requirements of ~~Contents~~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. Unaudited Pro Forma Condensed Consolidated Statement of Operations For the Three Months Ended October 31, 2009 (In Thousands, except share amounts)


	NaviSite, Inc.
Date: February 2, 2011	By:	/s/ James W. Pluntze
		James W. Pluntze
		Chief Financial Officer

				Disposition
				and Pro
	NaviSite			Forma			NaviSite
	Historical (1)			Adjustments			Pro Forma
Revenue	$	30,563		$	(1,210)	(f)	$	29,353
Cost of revenue		14,950			(673)	(f)		14,277
Depreciation and amortization		4,185			(100)	(f)		4,085
Total cost of revenue		19,135			(773	)		18,362
Gross profit		11,428			(437	)		10,991
Operating expenses:
Selling and marketing		4,710			—	(f)		4,710
General and administrative		5,501			—	(f)		5,501
Total operating expenses		10,211			—			10,211
Income from operations		1,217			(437	)		780
Other income (expense):
Interest income		7			—			7
Interest expense		(2,527	)		221			(2,306	)
Other income (expense), net		98						98
Net other income (expense)		(2,422	)		221	(f) (g)		(2,201	)
Loss from operations before income taxes		(1,205	)		(216	)		(1,421	)
Income taxes		(357	)		—	(f)		(357	)
Loss from continuing operations		(1,562	)		(216	)		(1,778	)
Loss from discontinued operations, net of income taxes		(822	)		—			(822	)
Net income (loss)		(2,384	)		(216	)		(2,600	)
Accretion of preferred stock dividends		(899	)		—			(899	)
Net income (loss) attributable to common stockholders	$	(3,283	)	$	(216	)	$	(3,499	)
Basic and diluted net loss per common share:
Loss from continuing operations attributable to common stockholders		(0.07	)					(0.07	)
Loss from discontinued operations		(0.02	)					(0.02	)
Net income (loss) attributable to common stockholders	$	(0.09	)				$	(0.09	)
Basic and diluted weighted average number of common shares outstanding		36,004						36,004

EXHIBIT INDEX


Exhibit No.		Description
	2.1	Agreement and Plan of Merger, dated as of February 1, 2011, by and among Time Warner Cable Inc., NaviSite, Inc. and Avatar Merger Sub Inc. (1)
	99.1	Joint Press Release of NaviSite, Inc. and Time Warner Cable Inc., dated February 1, 2011
	99.2	Warrant Holders Agreement, dated as of February 1, 2011, by and among NaviSite, Inc., SPCP Group, LLC, and SPCP Group III, LLC
	99.3	Letter from R. Brooks Borcherding President and Chief Executive Officer of NaviSite, Inc., dated February 2, 2011

~~NaviSite,~~(1) ~~Inc. Unaudited~~The ~~Pro~~schedules ~~Forma~~and ~~Condensed~~exhibits ~~Consolidated~~to ~~Statement~~the Agreement and Plan of ~~Operations For~~Merger ~~the~~have ~~Year~~been ~~Ended~~omitted ~~July 31,~~from ~~2010 (In~~this ~~Thousands,~~filing ~~except~~pursuant ~~share~~to ~~amounts~~Item 601(b) (2) of Regulation S-K. NaviSite will furnish copies of any such schedules and exhibits to the U.S. Securities and Exchange Commission upon request.

				Disposition
				and Pro
	NaviSite			Forma			NaviSite
	Historical (1)			Adjustments(h)			Pro Forma
Revenue	$	126,147		$	(5,048)	(f)	$	121,099
Cost of revenue		62,314			(2,622)	(f)		59,692
Depreciation and amortization		16,524			(262)	(f)		16,262
Total cost of revenue		78,838			(2,884	)		75,954
Gross profit		47,309			(2,164	)		45,145
Operating expenses:
Selling and marketing		20,569			—	(f)		20,569
General and administrative		21,617			—	(f)		21,617
Total operating expenses		42,186			—			42,186
Income from operations		5,123			(2,164	)		2,959
Other income (expense):
Interest income		23			—			23
Interest expense		(8,096	)		805			(7,291	)
Loss on debt extinguishment		—			—			—
Other income (expense), net		288			—			288
Net other income (expense)		(7,785	)		805	(f) (g)		(6,980	)
Loss from continuing operations before income taxes and discontinued operations		(2,662	)		(1,359	)		(4,021	)
Income taxes		(755	)		—	(f)		(755	)
Loss from continuing operations		(3,417	)		(1,359	)		(4,776	)
Loss from discontinued operations, net of income taxes		(3,604	)		—			(3,604	)
Gain on sale of discontinued operations, net of income taxes		20,494			—			20,494
Net income (loss)		13,473			(1,359	)		12,114
Accretion of preferred stock dividends		(3,718	)		—			(3,718	)
Net income (loss) attributable to common stockholders	$	9,755		$	(1,359	)	$	8,396
Basic and diluted net loss per common share:
Loss from continuing operations attributable to common stockholders		(0.19	)					(0.22	)
Loss from discontinued operations		(0.10	)					(0.10	)
Gain on sale of discontinued operations		0.56						0.56
Net income (loss) attributable to common stockholders	$	0.27					$	0.23
Basic and diluted weighted average number of common shares outstanding		36,354						36,354

NaviSite, Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations For the Year Ended July 31, 2009 (In Thousands, except share amounts)

				Disposition
				and Pro
	NaviSite			Forma			NaviSite
	Historical (1)			Adjustments			Pro Forma
Revenue	$	125,379		$	(5,179)	(f)	$	120,200
Cost of revenue		63,854			(2,543)	(f)		61,311
Depreciation and amortization		17,211			(334)	(f)		16,877
Restructuring charge		209			—			209
Total cost of revenue		81,274			(2,877	)		78,397
Gross profit		44,105			(2,302	)		41,803
Operating expenses:
Selling and marketing		19,206			—	(f)		19,206
General and administrative		22,867			—	(f)		22,867
Loss on settlement		5,736			—			5,736
Restructuring charge		180			—			180
Total operating expenses		47,989			—			47,989
Income (loss) from operations		(3,884	)		(2,302	)		(6,186	)
Other income (expense):
Interest income		43			—			43
Interest expense		(9,287	)		884			(8,403	)
Other income (expense), net		690						690
Net other income (expense)		(8,554	)		884	(f) (g)		(7,670	)
Loss from operations before income taxes		(12,438	)		(1,418	)		(13,856	)
Income taxes		(1,241	)			(f)		(1,241	)
Loss from continuing operations		(13,679	)		(1,418	)		(15,097	)
Loss from discontinued operations, net of income taxes		(1,432	)
Gain on sale of discontinued operations, net of income taxes		—
Net income (loss)		(15,111	)		(1,418	)		(15,097	)
Accretion of preferred stock dividends		(3,350	)		—			(3,350	)
Net income (loss) attributable to common stockholders	$	(18,461	)	$	(1,418	)	$	(18,447	)
Basic and diluted net loss per common share:
Loss from continuing operations attributable to common stockholders		(0.48	)					(0.52	)
Loss from discontinued operations		(0.04	)					—
Net income (loss) attributable to common stockholders	$	(0.52	)				$	(0.52	)
Basic and diluted weighted average number of common shares outstanding		35,528						35,528

NaviSite, Inc. Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

1		Historical financial statements agree to NaviSite’s annual report on Form 10-K filed with the SEC on October 22, 2010, and reflects as discontinued operations the two assets sales concemented in fiscal year 2010; netASPx business and the two co-location data centers. See Footnote 5 to NaviSite’s financial statements for further details concerning discontinued operations.
2		Pro Forma Adjustments
(a)		Net cash proceeds of $7.9 million assumed to be used to pay down existing debt, as required under NaviSite’s Amended Credit Agreement. NaviSite retained approximately $2.6 million to be reinvested in future capital assets as permitted under the Amended Credit Agreement and $0.9 million to pay out estimated liabilities relating to the sale including transaction fees and income taxes.
(b)		To eliminate substantially all historical assets and liabilities of the Business.
(c)		To account for estimated accrued liabilities related to the sale; including transaction related costs and income taxes payable on the gain on sale.
(d)		To reflect pay down of $7.9 million in debt, as required under NaviSite’s Amended Credit Agreement and eliminate deferred long term rent attributable to the Business.
(e)		To reflect transaction related gain, based upon management’s estimated transaction related accruals and estimated income taxes payable.
(f)		To eliminate the historical revenues and expenses of the Business.
(g)		Impact of the reduction in Pro Forma interest expense for the period, as a result of assumed debt reduction.
(h)		To include the long term escrow receivable of $1.3 million.

(d) Exhibits

The exhibit listed in the Exhibit Index below is filed with this report.

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.
Date: December 22, 2010	By:	/s/ James W. Pluntze
		James W. Pluntze
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release of NaviSite, Inc. dated as of December 20, 2010.

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