8-K 1 w58559e8-k.txt FORM 8-K 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): March 15, 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 5. OTHER EVENTS On March 15, 2002, USinternetworking, Inc. ("the Company") filed its Second Amended Joint Chapter 11 Plan of Reorganization (the "Plan") and the related Disclosure Statement (the "Disclosure Statement") with the United States Bankruptcy Court for the District of Maryland (Baltimore Division). The Plan contemplates that, pursuant to a Conditional Subscription Agreement dated January 7, 2002 (the "Agreement") between the Company and USinternetworking Holdings, Inc., an affiliate of Bain Capital Partners, LLC ("Bain"), Bain will acquire 100% of the common stock of the Company as part of its reorganization pursuant to the Plan and, upon consummation of the Bain investment, the currently outstanding common stock of the Company will be cancelled with no consideration being paid to the holders of the outstanding common stock. The foregoing description is qualified in its entirety by reference to the Plan, the Disclosure Statement and the Agreement. The Plan is attached hereto as Exhibit 99.1, the Disclosure Statement is attached hereto as Exhibit 99.2 and the Agreement is attached hereto as Exhibit 99.3. ITEM 7. EXHIBITS (c) Exhibits. 99.1 The Company's Plan, dated March 15, 2002. 99.2 The Company's Disclosure Statement, dated March 15, 2002. 99.3 The Company's Conditional Subscription Agreement dated January 7, 2002. 2 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: /s/ William T. Price ------------------------------------ Name: William T. Price Title: Vice President, General Counsel & Secretary Date: March 15, 2002 3 EXHIBIT INDEX 99.1 The Company's Plan, dated March 15, 2002. 99.2 The Company's Disclosure Statement, dated March, 15, 2002. 99.3 The Company's Conditional Subscription Agreement, dated January 7, 2002.

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): January 7, 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 January 7, 2002, the trading of the Registrant’s common stock was halted on the NASDAQ market. On January 17, 2002, the Registrant requested to voluntarily de-list from the NASDAQ market. The de-listing is scheduled to take place on or about January 22, 2002.

ITEM 7. EXHIBITS

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

Date: January 17, 2002

EXHIBIT INDEX

*99.1 Press Release dated January 7, 2002.

* Filed herewith.

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