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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 28, 2000
GLOBIX CORPORATION
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(Exact name of registrant as specified in charter)
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Delaware 0-25615 13-3781263
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(State or other juris- (Commission (IRS Employer
diction of Incorporation) File number) Identification No.)
139 Centre Street, New York, New York 10013
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (212) 334-8500
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
Sale of 12.5% Senior Notes due 2010
On January 28, 2000, Globix Corporation (the "Company") entered into a
Purchase Agreement to privately place $600,000,000 of its 12.5% Senior Notes due
2010 (the "Notes").
The Notes are senior unsecured obligations of the Company and mature on
February 1, 2010. Interest on the Notes is payable semi-annually in arrears on
February 1 and August 1 of each year commencing August 1, 2000.
The Notes have not been registered under the Securities Act of 1933, as
amended, or any state securities laws, and unless so registered, may not be
offered or sold in the United States except on the PORTAL system or pursuant to
an exemption from the registration requirements of the Securities Act and
applicable state securities laws. However, in relation to the sale of the Notes,
the Company has entered into a Registration Rights Agreement providing for the
exchange of the Notes for registered notes or for the registration of the Notes.
The Company intends to use the net proceeds of the offering of the
Notes to purchase any and all of its 13% Senior Notes due 2005 (the "2005
Notes"), to further expand its data centers and network infrastructure and for
general corporate purposes.
On February 8, 2000, the Company closed the offering of the Notes.
Tender for 13% Senior Notes due 2005
On February 8, 2000, the Company commenced a tender offer (the "Tender
Offer") to purchase any and all of its 2005 Notes. The purchase price per $1,000
principal amount of the 2005 Notes will be $1,065 plus accrued and unpaid
interest from November 1, 1999. Prior to and in contemplation of the Tender
Offer, the Company solicited and received sufficient consents from the holders
of the 2005 Notes to amend the indenture governing the 2005 Notes to delete
substantially all of its restrictive covenants. The Supplemental Indenture
governing the 2005 Notes became effective on February 4, 2000.
The foregoing summaries of the transactions are qualified in their
entirety by reference to the full text of the exhibits filed with this Report.
This Report contains forward-looking statements. Actual results could
differ materially from those projected in the forward-looking statements.
Additional information concerning factors that could cause actual results to
differ materially from those in the forward-looking statements is contained
under the heading of Risk Factors listed from time to time in the Company's
filings with the Securities and Exchange Commission.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number
4.1 Indenture between the Company and HSBC Bank USA, as Trustee,
dated as of February 8, 2000.
4.2 Form of 12.5% Senior Note due February 1, 2010.
4.3 Registration Rights Agreement for 12.5% Senior Notes, dated as
of February 8, 2000.
4.4 Supplemental Indenture to Indenture dated April 30, 1998,
between the Company and HSBC Bank USA, dated as of February 4,
2000.
4.5 Offer to Purchase 13% Senior Notes due 2005, dated February 8,
2000.
10.1 Purchase Agreement for 12.5% Senior Notes, dated January 28,
2000.
20.1 Press Release of the Company dated January 28, 2000.
20.2 Press Release of the Company dated February 7, 2000.
20.3 Press Release of the Company dated February 8, 2000.
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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.
GLOBIX CORPORATION
By: /s/ Marc H. Bell
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Marc H. Bell, Chairman, President
and Chief Executive Officer
Dated: February 14, 2000
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EXHIBIT INDEX
Exhibit Description
4.1 Indenture between the Company and HSBC Bank USA, as Trustee,
dated as of February 8, 2000.
4.2 Form of 12.5% Senior Note due February 1, 2010.
4.3 Registration Rights Agreement for 12.5% Senior Notes, dated as
of February 8, 2000.
4.4 Supplemental Indenture to Indenture dated April 30, 1998,
between the Company and HSBC Bank USA, dated as of February 4,
2000.
4.5 Offer to Purchase 13% Senior Notes due 2005, dated February 8,
2000.
10.1 Purchase Agreement for 12.5% Senior Notes, dated January 28,
2000.
20.1 Press Release of the Company dated January 28, 2000.
20.2 Press Release of the Company dated February 7, 2000.
20.3 Press Release of the Company dated February 8, 2000.
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