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): October 11, 2004
NAVISITE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-27597 52-2137343
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 MINUTEMAN ROAD
ANDOVER, MASSACHUSETTS 01810
(Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code): (978) 682-8300
NOT APPLICABLE
(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 obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 220.425)
[ ] 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 8.01 OTHER EVENTS.
On October 14, 2003, NaviSite, Inc. ("NaviSite") received a letter purportedly
on behalf of the former stockholders of Avasta, Inc. ("Avasta") relating to the
issuance of additional shares of common stock pursuant to the earnout
calculations pursuant to the Agreement and Plan of Merger and Reorganization
dated as of January 29, 2003 (the "Agreement") among Avasta Acquisition Corp.,
Avasta and NaviSite. On December 11, 2003, a demand for arbitration before JAMS
(formerly known as Judicial Arbitration and Mediation Services) was filed by
Convergence Associates, Inc. ("Convergence Associates") on behalf of
substantially all of the former shareholders of Avasta claiming among other
things breach of contract, tortuous conduct, fraud and other wrongful conduct.
Damages sought included in excess of 782,790 shares of NaviSite common stock.
On September 30, 2004, the arbitrator issued a decision with respect to the
demand for arbitration. The arbitrator found that NaviSite breached its
obligations under the Agreement and ordered NaviSite to issue to the former
Avasta shareholders, or their designee, an aggregate of 321,880 shares of
NaviSite common stock. In addition, the arbitrator determined that, as the
prevailing party, Convergence Associates is entitled to recover from NaviSite
its reasonable attorneys' fees, costs and disbursements. On October 11, 2004,
Convergence Associates submitted its application for reasonable attorneys' fees,
costs and disbursements in the range of approximately $750,957 to $957,000.
NaviSite has until October 25, 2004 to object to Convergence Associates'
proposed fees, and NaviSite expects to file an objection by such date. When the
arbitrator makes the final award of fees, that order, together with the decision
issued on September 30, 2004, will constitute the final, non-appealable award of
the arbitrator.
SIGNATURE
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.
Date: October 15, 2004 NAVISITE, INC.
/s/ John J. Gavin, Jr.
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John J. Gavin, Jr.
Chief Financial Officer