UNITED STATES
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): January 22, 2004
NAVISITE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-27597 52-213734
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
400 Minuteman Road
Andover, Massachusetts 01810
(Address of Principal Executive Offices) (Zip Code)
(978) 682-8300
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On January 22, 2004, NaviSite, Inc. ("NaviSite") announced that it has filed a
Registration Statement on Form S-2 (333-112087) with the Securities and
Exchange Commission (the "Registration Statement") for the public offering of up
to 7,300,000 shares of its common stock and 700,000 shares of common stock
offered by selling stockholders. NaviSite and a selling stockholder have also
granted the underwriters an option to purchase up to an additional 1,200,000
shares to cover over-allotments. A copy of the press release containing the
foregoing announcement is attached to this Current Report as Exhibit 99.1 and is
incorporated herein by reference.
A copy of the risk factor disclosure as set forth in the Registration Statement
is attached to this Current Report as Exhibit 99.2 and is incorporated herein by
reference.
A copy of the disclosure regarding NaviSite's business as set forth in the
Registration Statement is attached to this Current Report as Exhibit 99.3 and is
incorporated herein by reference.
The following consolidated financial statements of NaviSite as set forth in the
Registration Statement are attached to this Current Report as Exhibit 99.4 and
are incorporated herein by reference:
Independent Auditors' Report
Consolidated Balance Sheets as of July 31, 2003 and 2002
Consolidated Statements of Operations for the years ended July 31, 2003,
2002 and 2001
Consolidated Statements of Changes in Stockholders' Equity (Deficit) for
the years ended July 31, 2003, 2002 and 2001
Consolidated Statements of Cash Flows for the years ended July 31, 2003,
2002, and 2001
Notes to Consolidated Financial Statements
Independent Auditors' Report on Financial Statement Schedule
Financial Statement Schedule -- Valuation and Qualifying Accounts
Unaudited Interim Financial Statements:
Consolidated Balance Sheets as of October 31, 2003 and July 31, 2003
Consolidated Statements of Operations for the three months ended
October 31, 2003 and 2002
Consolidated Statements of Cash Flows for the three months ended
October 31, 2003 and 2002
Notes to Consolidated Financial Statements
A copy of the Management's Discussion and Analysis of Financial Condition and
Results of Operations disclosure as set forth in the Registration Statement is
attached to this Current Report as Exhibit 99.5 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The exhibits listed in the Exhibit Index immediately preceding such exhibits are
filed with this report.
SIGNATURE
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.
By: /s/ James W. Pluntze
-------------------------------
Date: January 22, 2004 James W. Pluntze
Chief Financial Officer
(Principal Financial and Accounting
Officer)
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
23.1 Consent of KPMG LLP.
99.1 Press release, dated January 22, 2004.
99.2 Risk Factors of the Registrant, as of January 22, 2004.
99.3 Description of Business of the Registrant, as of January 22, 2004.
99.4 Consolidated Financial Statements of the Registrant.
99.5 Management's Discussion and Analysis of Financial Condition and
Results of Operations of the Registrant for the three months ended
October 31, 2003 and 2002, and for the fiscal years ended
July 31, 2003, 2002 and 2001.