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~~ January 117, ~~2001~~2002

USinternetworking, Inc.
(Exact Name of Registrant as
Specified in Charter)

25737
(Commission File No.)

52-2078325
(IRS Employer
Identification No.)

Delaware
(State or Other Jurisdiction
of Incorporation)

One USi Plaza
Annapolis, Maryland 21404-7478
(Address of Principal Executive Offices)

(410) 897-4400
(Registrant’s telephone number, including area code)

ITEM 3. BANKRUPTCY OR RECEIVERSHIP

On January 7, 2002, USinternetworking, Inc., a Delaware corporation (the “Registrant”), and four of its domestic subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Maryland, Northern Division. The case numbers assigned to this proceeding are 02-5-0215 to 0219(SD). The filing is intended to allow the Registrant, as debtor-in possession, to continue to manage and operate its assets and businesses in the ordinary course of business subject to the supervision and orders of the Court. The filing was also instituted to enable an affiliate of Bain Capital Partners, LLC (“Bain”), to invest up to $106 million in the Registrant. It is anticipated that upon the consummation of the Bain investment, the outstanding common stock of the Registrant will be cancelled for zero consideration.

ITEM 5. OTHER EVENTS

On ~~October~~January 117, ~~2001 USinternetworking~~2002, ~~Inc. (“~~the ~~Company”),~~trading ~~issued~~of ~~a press~~the ~~release~~Registrant’s ~~announcing~~common ~~that~~stock ~~Bain Capital Partners, LLC has signed a letter of~~was ~~intent~~halted toon ~~provide~~the ~~for~~NASDAQ anmarket. ~~equity~~On ~~investment of $100~~January ~~million.~~17, ~~Under~~2002, the ~~terms~~Registrant ofrequested to ~~the~~voluntarily ~~letter~~de-list offrom ~~intent,~~the ~~Bain~~NASDAQ ~~and~~market. ~~its~~The ~~affiliates~~de-listing ~~would~~is ~~initially~~scheduled ~~invest~~to ~~$75~~take ~~million,~~place ~~with~~on anor ~~additional~~about ~~$25~~January ~~million~~22, ~~available upon achievement of certain business milestones~~2002.

The foregoing description is qualified in its entirety by reference to the Company’s press release dated October 11, 2001, which is attached hereto as Exhibit 99.1.

ITEM 7. EXHIBITS

99.1. The Company’s Press Release dated October 11, 2001.

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.

USinternetworking, Inc.

By: ~~Name: Title:~~ /s/ William T. Price Name: William T. Price Title: Vice President, General Counsel & Secretary

Date: ~~October~~January 1117, ~~2001~~2002

*EXHIBIT ~~99.1 Press Release dated October 11, 2001.~~INDEX

*99.1 Press Release dated January 7, 2002.

Filed herewith.

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