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): June 6, 2006
SAVVIS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-29375 | 43-1809960 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1 SAVVIS Parkway, Town & Country, Missouri | 63017 | |
(Address of Principal Executive Office) | (Zip Code) |
Registrant’s telephone number, including area code: (314) 628-7000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On June 2, 2006, SAVVIS, Inc. (the “Company”) filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to effectuate the previously announced one-for-fifteen reverse stock split of the Company’s outstanding common stock. The certificate of amendment was effective at 7:00 a.m., Eastern Daylight Saving Time, on June 6, 2006.
A copy of the Certificate of Amendment is attached hereto asExhibit 3.1 and is incorporated herein by reference.
ITEM 8.01. OTHER EVENTS.
The one-for-fifteen reverse stock split of the Company’s outstanding common stock was effective at 7:00 a.m., Eastern Daylight Saving Time, on June 6, 2006. In connection with the reverse stock split, each fifteen shares of the Company’s issued and outstanding common stock, $0.01 par value per share, at the time of such effectiveness were combined into one share of the Company’s common stock, $0.01 par value per share. Stockholders will receive cash in lieu of any fraction of a share that any stockholder would otherwise be entitled to receive as a result of the reverse stock split. In addition, the exercise or conversion price and the number of shares of the Company’s common stock issuable under the Company’s outstanding preferred stock, warrants, stock options and other equity awards have been equitably adjusted to reflect the reverse stock split. Mellon Investor Services, LLC has been retained to manage the exchange of stock certificates. The record holders of the Company’s common stock will receive a letter of transmittal from Mellon Investor Services, LLC for use in exchanging stock certificates.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. | Description | |
3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of SAVVIS, Inc. |
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.
SAVVIS, INC. | ||||
Date: June 7, 2006 | By: | /s/ Jeffrey H. VonDeylen | ||
Name: | Jeffrey H. VonDeylen | |||
Title: | Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | Description | |
3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of SAVVIS, Inc. |