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): May 10, 2007
SAVVIS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-29375 | 43-1809960 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1 SAVVIS Parkway, Town & Country, Missouri | 63017 | |
| (Address of Principal Executive Office) | (Zip Code) |
Registrant’s telephone number, including area code: (314) 628-7000
N/A
(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 obligations of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | 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 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
At the Annual Meeting of Stockholders on May 10, 2007, stockholders of SAVVIS, Inc. (“SAVVIS”) approved an amendment to SAVVIS’ Amended and Restated 2003 Incentive Compensation Plan (the “2003 Plan”) increasing the number of shares available under the 2003 Plan from 12,066,666 to 13,666,666 shares. The amendment to the 2003 Plan is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
On May 10, 2007, SAVVIS’ Board of Directors approved an amendment to Article V of SAVVIS’ Bylaws to provide that shares of SAVVIS’ common stock may be certificated or uncertificated. The amendment was adopted in response to the Nasdaq Stock Market requirement that beginning January 1, 2008, all securities listed on the Nasdaq Stock Market be eligible for direct share registration. Article V of the Bylaws as amended by the Board of Directors is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
|
Exhibit No. |
Description |
|
|
3.1 |
Article V of SAVVIS, Inc. Amended and Restated Bylaws. | |
|
10.1 |
Amendment to Amended and Restated 2003 Incentive Compensation Plan. | |
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.
| SAVVIS, INC. | ||||
| Date: May 15, 2007 | By: |
/s/ Jeffrey H. Von Deylen |
||
| Name: | Jeffrey H. Von Deylen | |||
| Title: | Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit No. |
Description |
|
| 3.1 | Article V of SAVVIS, Inc. Amended and Restated Bylaws. | |
| 10.1 | Amendment to Amended and Restated 2003 Incentive Compensation Plan. | |
EXHIBIT 3.1
AMENDMENT TO
AMENDED AND RESTATED
BYLAWS
The Amended and Restated By-laws are hereby amended as set forth below, effective as of May 10, 2007:
1. Article V. Stock is hereby amended and restated in its entirety to read as follows:
“Section 5.1. Stock Certificates and Uncertificated Shares . The interest of every holder of stock in the Corporation shall be evidenced by a certificate or certificates signed in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, if any or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation certifying the number of shares owned by him in the Corporation. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The foregoing notwithstanding, the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock of the Corporation be represented by uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required by law to be set forth or stated on certificates representing shares of such class or series or a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and rights of such class or series and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of stock of the same class and the same series shall be identical.
Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates . The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.”
2. The Bylaws shall be unchanged in all other respects.
EXHIBIT 10.1
AMENDMENT TO
AMENDED AND RESTATED
SAVVIS, INC.
2003 INCENTIVE COMPENSATION PLAN
The SAVVIS, Inc. Amended and Restated 2003 Incentive Compensation Plan (the “Plan”) is hereby amended as set forth below, effective as of the date of adoption (the “Adoption Date”) of this amendment (the “Amendment”) by the Compensation Committee of the Board of Directors of SAVVIS, Inc. (the “Company”), subject to approval of this Amendment by the stockholders of the Company, as provided below:
1. The first sentence of Section 4 is hereby amended and restated in its entirety to read as follows:
“4. STOCK SUBJECT TO THE PLAN
“Subject to adjustment as provided in Section 18 hereof, the number of shares of Stock available for issuance under the Plan shall be the sum of (i) 10,600,000 and (ii) the number of shares remaining as of the date that this amended and restated Plan is approved by the Company’s stockholders, plus the number of shares that subsequently become available under the terms of the SAVVIS, Inc. 1999 Stock Option Plan (including in the event of the expiration, termination, or forfeiture of options granted under the plan), of the 3,066,666 shares previously authorized for issuance under the SAVVIS, Inc. 1999 Stock Option Plan, as amended, as described in Section 1 and the last paragraph of this Section 4.”
2. The Plan shall be unchanged in all other respects.
3. This Amendment is adopted subject to approval within one year of the Adoption Date by the stockholders of the Company. If the stockholders fail to approve this Amendment within one year of the Adoption Date, no awards may be granted under the Plan covering shares of stock in excess of the number permitted under the Plan as in effect before the Adoption Date.
* * *
The foregoing Amendment to the Plan was duly adopted and approved by the Compensation Committee of the Board of Directors of the Company on February 22, 2007, subject to approval of the Amendment by stockholders of the Company.