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): March 3, 1999
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WAM!NET INC.
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(Exact name of registrant as specified in its charter)
Minnesota 333-53841 41-1795247
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
6100 West 110th Street, Minneapolis, Minnesota 55438
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 886-5100
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Item 5.
On March 3, 1999, WAM!NET Inc. (the "Company") and Silicon Graphics, Inc., a
Delaware corporation ("SGI"), entered into a Preferred Stock Purchase Agreement
pursuant to which SGI acquired, on March 4, 1999, convertible preferred stock of
the Company (the "SGI Preferred Shares") that is convertible into, on a fully
diluted basis, 8.65% of the Company's common stock, par value $0.01 per share
(the "Common Stock"). Following receipt of regulatory approvals, SGI will be
entitled to elect one member of the Company's Board of Directors. The purchase
price paid by SGI for the SGI Preferred Shares was $75 million, of which $35
million was paid in cash and $40 million was paid by the transfer of title to
SGI's office campus, located in Eagan, Minnesota. In connection with the
transaction, MCI WORLDCOM, Inc. made an additional $25 million investment in the
Company, acquiring convertible preferred stock of the Company that is
convertible into, on a fully diluted basis, 2.88% of the Common Stock.
Reference is made to the joint press release of the Company and SGI, dated March
8, 1999, attached hereto as an Exhibit and incorporated herein by reference.
This report includes forward-looking statements based on the Company's current
expectations and beliefs, as well as a number of assumptions about future
events, that are subject to risks and uncertainties that could cause actual
results to differ materially from those described in such forward-looking
statements. In particular, actual results may differ materially from those
described in such forward-looking statements due to a number of factors,
including, among other things, the Company's anticipated growth strategies, its
leverage and debt service requirements and future capital needs, its intention
to introduce new products, the anticipated acceptance of its products,
technological advances, anticipated industry trends and conditions, including
regulatory reform and risks, competition and the other important risk factors
identified in the documents filed by the Company with the Securities and
Exchange Commission.
Item 7. Financial Statements and Exhibits
99.1 Joint Press Release, dated March 8, 1999 issued by WAM!NET Inc. and
Silicon Graphics, Inc.
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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.
Dated: March 9, 1999 By: /s/ Bradley E. Sparks
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Name: Bradley E. Sparks
Title: Executive Vice President and
Chief Financial Officer
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