SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
Interliant, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
458742103
(CUSIP Number)
Jim Pluntze, Chief Financial Officer
NaviSite, Inc.
400 Minuteman Road, Andover, Massachusetts 01810
(978) 682-8300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 6, 2003
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box ?.
(Continued on following pages)
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CUSIP NO. 458742103 Page 2 of 7
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NaviSite, Inc.
I.R.S. Identification No.: 52-2137343
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) ?
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 36,357,950
REPORTING PERSON WITH
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8. SHARED VOTING POWER
0
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9. SOLE DISPOSITIVE POWER
36,357,950
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10.SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,357,950
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.7%
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14. TYPE OF REPORTING PERSON
CO
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Page 3 of 7
Amendment No. 1 to Schedule 13D
The Reporting Person hereby amends Item 2 and Item 4 of its Schedule 13D
dated October 30, 2002 relating to the common stock, par value $0.01 per share
(the "Common Stock"), of Interliant, Inc., a Delaware corporation (the "Issuer")
as set forth below. There has been no change in the aggregate amount of Common
Stock of the Issuer beneficially owned by the Reporting Person.
ITEM 2. Identity and Background.
Item 2 is hereby amended by attaching a new Schedule A to this Amendment
No. 1 to Schedule 13D.
ITEM 4. Purpose of Transactions.
Item 4 is amended to read as follows:
The Interliant Notes were acquired by NaviSite for purposes of
investment. In anticipation of the liquidation of the Issuer pursuant to a
bankruptcy plan of liquidation, the Reporting Person has determined to assign a
portion of the anticipated proceeds to be distributed on the Interliant Notes in
connection with a purchase of certain assets of the Issuer, as described below.
Prior to the closing on such purchase, Reporting Person assigned the claims
underlying the Interliant Notes to a wholly-owned subsidiary of the Reporting
Person (the "Subsidiary") in order to facilitate the purchase. Upon the
effective date of Issuer's plan of liquidation, the Interliant Notes will cease
to be convertible into Common Stock of the Issuer.
On May 15, 2003, the United States Bankruptcy Court Southern District
of New York entered an order approving the sale of substantially all of the
assets of the managed infrastructure solutions encompassing messaging and
collaboration, managed hosting, bundled-in managed security, and integrated and
related professional services in the United States and in Europe of the Issuer
(the "Assets") to the Subsidiary pursuant to, inter alia, sections 105, 363, 365
and 1146(c) of title 11 of the United States Code in accordance with the terms
of the Reporting Person's successful bid at the auction held on the 8th and 9th
of May, 2003. On May 16, 2003, the Reporting Person closed on the purchase of
the Assets, except the accounts receivable. The purchase price for the Assets
consisted of the following (i) $5,831,000 in cash, subject to certain
adjustments based upon Issuer's adjusted net worth at closing, (ii) $624,000 in
the form of a credit of future initial distributions to be paid on the
Subsidiary's underlying claim pursuant to the Interliant Notes, (iii) assumption
of up to approximately $5,766,000 in liabilities, and (iv) a Short Term Note in
the principal amount of $550,000, secured by Subsidiary's underlying claim
pursuant to the Interliant Notes. In June 2003, the Reporting Person closed on
the purchase of the accounts receivable in exchange for the payment of the
remaining cash portion of the purchase price.
ITEM 7. Material to be Filed as Exhibits.
Exhibit A: Press Release dated May 14, 2003.
Exhibit B: Press Release dated May 20, 2003.
Page 4 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 2, 2003
NAVISITE, INC.
By: /s/ JIM PLUNTZE
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Jim Pluntze
Chief Financial Officer
Page 5 of 7
SCHEDULE A
Directors and Executive Officers of NaviSite, Inc.
The following table sets forth the name, business address and present
principal occupation and employment of each director and executive officer of
NaviSite. Except as otherwise stated, each person is a United States citizen
whose business address is NaviSite, Inc., 400 Minuteman Road, Andover,
Massachusetts 01810.
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Arthur Becker President, Chief Executive Officer and
Director of NaviSite
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Jim Pluntze Chief Financial Officer
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Richard M. DeWaele Secretary and Vice President, General Counsel
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Andrew Ruhan
(United Kingdom) Chairman of the Board of NaviSite
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Gabriel Ruhan
(United Kingdom) Chief Operating Officer and Director of NaviSite
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Lawrence Schwartz Director of NaviSite
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Jim Dennedy Director of NaviSite
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Ken MacAlpine Director of NaviSite
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Controlling Person
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ClearBlue Technologies, Inc.
Full-service provider of hosting, management, security, application and Web
development for mid-sized to large enterprises and government agencies, 55
Francisco Street, Suite 100, San Francisco, CA 94133
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Directors and Executive Officers of ClearBlue Technologies, Inc.
The following table sets forth the name, business address and present principal
occupation and employment of each director and executive officer of ClearBlue
Technologies, Inc. Except as otherwise stated, each person is a United States
citizen whose business address is 55 Francisco Street, Suite 100, San Francisco,
California 94133.
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Gabriel Ruhan
(United Kingdom) Chief Financial Officer, Treasurer,
Secretary and Director
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Andrew Ruhan (United Kingdom) Chief Executive Officer, President
and Director
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Arthur Becker Vice President and Director
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Page 6 of 7
EXHIBIT A
NaviSite Wins Bid to Acquire Assets of Interliant, Inc.
Continues to demonstrate leadership in managed services arena
Andover, Mass. - May 14, 2003 - NaviSite, Inc. (Nasdaq: NAVI), a leading
provider of Application and Infrastructure Management Services, today announced
it was the prevailing bidder at the bankruptcy auction to acquire the assets and
certain liabilities of Interliant, Inc. (OTCBB: INIT.OB), a managed
infrastructure solutions provider headquartered in Purchase, New York.
Interliant specializes in managing corporate email, messaging and collaboration
applications, and IT infrastructure for more than 300 customers.
Under the terms approved by the bankruptcy court yesterday, NaviSite will
acquire the assets and assume certain liabilities of Interliant, totaling
approximately $6.2 million dollars, through a NaviSite wholly-owned subsidiary.
As consideration, NaviSite will pay approximately $7.0 million dollars in cash,
credits and short term notes, subject to a purchase price adjustment based on
Interliant's net worth calculated at closing. The transaction is subject to a
Sale Order being entered by the bankruptcy court and the closing taking place by
this Friday, May 16, 2003.
"The acquisition of the Interliant business is another important step in the
growth of NaviSite as a leader in the managed application and infrastructure
services industry," said Arthur Becker, CEO of NaviSite. "The earnings accretive
nature of this transaction reflects NaviSite's commitment to profitability and
is a strong measure of our financial health."
Founded in 1997, Interliant offers a broad range of managed messaging, email
migration, and collaborative application development services built on
industry-leading platforms such as Lotus Notes and Microsoft Exchange.
Interliant also operates data centers in the United States and London where
their hosting platforms and best-in-class technology support a global customer
base.
"Interliant's experience, service offerings, and strong customer base in the
messaging arena are an ideal fit to enhance NaviSite's services portfolio," said
Gabriel Ruhan, COO for NaviSite. "This move will also allow NaviSite to leverage
investments it has made in data center and infrastructure assets as well."
In the last several months, NaviSite has also announced the acquisition of three
additional companies: ClearBlue Technologies Management, Inc. in late December;
Avasta, Inc., in early February; and, most recently, the acquisition of Conxion
Corp, in April.
About Interliant
Interliant, Inc. (OTCBB: INIT.OB) is a provider of managed infrastructure
solutions, encompassing messaging, security, and hosting plus an integrated set
of professional services that differentiate and add customer value to these core
solutions. The company makes it easier and more cost-effective for its customers
to acquire, maintain, and manage their IT infrastructure via selective
outsourcing. Headquartered in Purchase, New York, Interliant has forged
strategic alliances and partnerships with the world's leading software,
networking and hardware manufacturers, including Check Point Software
Technologies Inc., IBM and Lotus Development Corp., Microsoft, and Sun
Microsystems Inc.
On August 5, 2002, Interliant filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code. For more information about Interliant, visit
www.interliant.com.
About NaviSite, Inc.
Founded in 1997, NaviSite, Inc, (NASDAQ: NAVI) is a leading provider of
application and infrastructure management services. Selling to more than 500
customers consisting of mid-market enterprises, divisions of large multinational
companies, and government agencies, NaviSite offers two distinct product lines:
A-Services, an advanced portfolio of application management, development, and
hosting services; and I-Services, a set of infrastructure services consisting of
colocation hosting, bandwidth, and content and software delivery. Headquartered
in Andover, MA, NaviSite has offices in Silicon Valley, Virginia and New York
and also owns or operates 13 data centers throughout the US. For more
information, please visit www.NaviSite.com or call 888-298-8222 (East Coast) or
888-755-5525 (West Coast). NaviSite is headquartered at 400 Minuteman Road,
Andover, MA 01810, USA.
# # #
This release contains forward-looking statements that address a variety of
subjects, including, for example, NaviSite's plans for the combined operations
of NaviSite and Interliant, including cost savings, cost synergies,
restructuring plans and efficiency gains, as well as expectations relating to
revenues and profitability. The following important factors and uncertainties,
among others, could cause actual results to differ materially from those
described in these forward- looking statements: NaviSite's acquisition of the
Interliant business may not produce expected cost savings, operational
efficiencies or revenues; NaviSite's products, technologies and resources may
not successfully interoperate with the technology, resources and/or applications
of third parties; further slow down in general economic conditions; the loss of
customers due to the shutdown of their businesses; decreased or delayed purchase
patterns of prospective or current customers or loss of current customers and
market consolidation; the decreased renewal rate of our customers; increased
competition and technological changes in the markets in which NaviSite competes;
the effects of any combination involving ClearBlue Technologies, Inc. and
affiliated entities; the effects of any future acquisitions of businesses or
technologies; changes in the uses of the Internet; and possible failure of
systems or internal infrastructure. For a detailed discussion of these and other
cautionary statements, please refer to the filings made by NaviSite with the
Securities and Exchange Commission, including the most recent Annual Report on
Form 10-K of NaviSite and the most recent Quarterly Report on Form 10-Q of
NaviSite.
Interliant is a trademark of Interliant, Inc., in the United States, other
countries, or both.
Page 7 of 7
EXHIBIT B
NaviSite Completes Acquisition of Interliant, Inc. Assets.
NaviSite Closes on Sale Order by Bankruptcy Court
Andover, Mass. - May 20, 2003 - NaviSite, Inc. (Nasdaq: NAVI), a leading
provider of Application and Infrastructure Management Services, today announced
it has completed the acquisition of the assets and certain liabilities of
Interliant, Inc. (OTCBB: INIT.OB). As announced on May 14, 2003, NaviSite was
the successful bidder at the bankruptcy auction to acquire Interliant's assets.
Interliant, a managed infrastructure solutions provider headquartered in
Purchase, New York, specializes in managing corporate email, messaging and
collaboration applications, and IT infrastructure for more than 300 customers.
Under the terms approved by the bankruptcy court, NaviSite has acquired the
assets and assumed certain liabilities of Interliant, totaling approximately
$5.7 million dollars, through a NaviSite wholly owned subsidiary. This amount
was based on net worth adjustments to the initial $6.2 million as described in
NaviSite's press release from May 14, 2003. As consideration, NaviSite has paid
approximately $7.0 million dollars in cash, credits and short term notes,
according to a purchase price adjustment based on Interliant's net worth
calculated at closing.
"Interliant's messaging application offerings will add a compelling component to
NaviSite's enterprise product portfolio," said Arthur Becker, CEO of NaviSite.
"We are excited about the potential that Interliant's expertise and services can
offer to our existing customers, as well as the benefits that our capabilities
can provide to the Interliant customer base."
In the last several months, NaviSite has also announced the acquisition of three
additional companies: ClearBlue Technologies Management, Inc. in late December;
Avasta, Inc., in early February; and, most recently, the acquisition of Conxion
Corp, in April.
About Interliant.
Interliant, Inc. (OTCBB: INIT.OB) is a provider of managed infrastructure
solutions, encompassing messaging, security, and hosting plus an integrated set
of professional services that differentiate and add customer value to these core
solutions. The company makes it easier and more cost-effective for its customers
to acquire, maintain, and manage their IT infrastructure via selective
outsourcing. Headquartered in Purchase, New York, Interliant has forged
strategic alliances and partnerships with the world's leading software,
networking and hardware manufacturers, including Check Point Software
Technologies Inc., IBM and Lotus Development Corp., Microsoft, and Sun
Microsystems Inc.
On August 5, 2002, Interliant filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code. For more information about Interliant, visit
www.interliant.com.
About NaviSite, Inc.
Founded in 1997, NaviSite, Inc, (NASDAQ: NAVI) is a leading provider of
application and infrastructure management services. Selling to more than 500
customers consisting of mid-market enterprises, divisions of large multinational
companies, and government agencies, NaviSite offers two distinct product lines:
A-Services, an advanced portfolio of application management, development, and
hosting services; and I-Services, a set of infrastructure services consisting of
colocation hosting, bandwidth, and content and software delivery. Headquartered
in Andover, MA, NaviSite has offices in Silicon Valley, Virginia and New York
and also owns or operates 13 data centers throughout the US. For more
information, please visit www.NaviSite.com or call 888-298-8222 (East Coast) or
888-755-5525 (West Coast). NaviSite is headquartered at 400 Minuteman Road,
Andover, MA 01810, USA.
# # #
This release contains forward-looking statements that address a variety of
subjects, including, for example, NaviSite's plans for the combined operations
of NaviSite and Interliant, including cost savings, cost synergies,
restructuring plans and efficiency gains, as well as expectations relating to
revenues and profitability. The following important factors and uncertainties,
among others, could cause actual results to differ materially from those
described in these forward- looking statements: NaviSite's acquisition of the
Interliant business may not produce expected cost savings, operational
efficiencies or revenues; NaviSite's products, technologies and resources may
not successfully interoperate with the technology, resources and/or applications
of third parties; further slow down in general economic conditions; the loss of
customers due to the shutdown of their businesses; decreased or delayed purchase
patterns of prospective or current customers or loss of current customers and
market consolidation; the decreased renewal rate of our customers; increased
competition and technological changes in the markets in which NaviSite competes;
the effects of any combination involving ClearBlue Technologies, Inc. and
affiliated entities; the effects of any future acquisitions of businesses or
technologies; changes in the uses of the Internet; and possible failure of
systems or internal infrastructure. For a detailed discussion of these and other
cautionary statements, please refer to the filings made by NaviSite with the
Securities and Exchange Commission, including the most recent Annual Report on
Form 10-K of NaviSite and the most recent Quarterly Report on Form 10-Q of
NaviSite.
Interliant is a trademark of Interliant, Inc., in the United States, other
countries, or both.