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): October 3, 2001
WAM!NET INC.
(Exact name of registrant as specified in charter)
Minnesota 333-53841 41-1795247
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
655 Lone Oak Drive 55121
Eagan, Minnesota (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (651) 256-5100
Not Applicable
(Former name or former address, if changed from last report)
This report contains certain forward-looking statements and information relating
to Wam!Net Inc., ("Wam!Net" or the "Company") that are based on the beliefs of
Wam!Net management as well as assumptions made by and information currently
available to management. Such statements reflect the current view of the Company
with respect to future events and are subject to certain risks, uncertainties,
and assumptions, including the risk factors and uncertainties described in the
Company's annual report on Form 10-K for the year ended December 31, 2000.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as believed, estimated or expected.
Item 5. Other Events.
WAM!NET Inc. (the "Company) announced that on October 3, 2001 it
consummated a $100 million working capital facility with affiliates of Cerberus
Capital Management, L.P., a New York City-based private investment firm (the
"Cerberus Financing"). The terms of the Cerberus Financing are substantially
similar to the terms described in the Company's Solicitation of Consents, dated
July 20, 2001, a copy of which was filed with the Securities and Exchange
Commission as an exhibit to the Company's Current Report on Form 8-K/A, filed on
July 27, 2001, which is hereby incorporated by reference.
In connection with the consummation of the Cerberus Financing, the Company
obtained the consent of Cerberus International, Inc., the record holder of
approximately 96% of the outstanding principal amount of the Company's 13-1/4%
Senior Discount Notes, due 2005 (the "Notes"), to amend certain terms of the
Indenture, dated March 5, 1998 (the "Indenture"), between the Company and U.S.
Bank Trust National Association (f/k/a First Trust National Association) (the
"Trustee").
On October 3, 2001, the Company filed the First Supplemental Indenture and
the Second Supplemental Indenture (collectively, the "Supplemental Indentures"),
which amended certain terms of the Indenture and terminated the Company's
obligation to provide the holders of the Notes and the Trustee such information
as would be required in the periodic reports of the Company if the Company were
subject to the reporting requirements of Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition,
pursuant to rules 12h-3(b)(1) and 15d-6 of the Exchange Act the Company is no
longer subject to the reporting requirements of Section 15(d) of the Exchange
Act. Therefore, the Company shall file a certification and notice of suspension
of the duty to file reports under Sections 13 and 15(d) of the Exchange Act
following the filing of this Current Report on Form 8-K and shall cease to file
additional periodic reports with the Securities and Exchange Commission.
Item 7. Financial Statements and Exhibits.
99.1 Press Release, dated October 4, 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.
WAM!NET INC.
By: /s/ Kenneth Swimm
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Name: Kenneth Swimm
Title: Chief Operating Executive
October 11, 2001