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): DECEMBER 15, 2003
FASTNET CORPORATION
-------------------
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 000-29255 23-2767197
--------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
TWO COURTNEY PLACE, SUITE 130, 3864 COURTNEY STREET, BETHLEHEM, PA 18017
------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 266-6700
NOT APPLICABLE
--------------
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On December 15, 2003, FASTNET Corporation and its debtor subsidiaries (the
"Companies") completed the sale of substantially all of their assets, including
their Broadband and Dial Up Internet Access, Co-location, and Managed Hosting
business units, to US LEC Corp. for an estimated $8.5 million, plus the
assumption of certain liabilities. The $8.5 million consisted of $6.0 million in
cash, $1.5 million in a promissory note and $1.0 million in Class A Common Stock
of US LEC Corp. This sale was completed pursuant to the provisions of the United
States Bankruptcy Code, and the sale procedures established by the Bankruptcy
Court, including an auction process. An order approving such sale was issued by
the United States Bankruptcy Court for the Eastern District of Pennsylvania,
Case No. 03-23143, on December 4, 2003. The transaction does not include assets
associated with the Companies' Web Development and Wireless Access businesses,
which the Companies hope to sell in the next 60 days. Following such asset
sales, the Companies anticipate filing a plan of liquidation with the Bankruptcy
Court and winding up their affairs. It is not anticipated that there will be any
funds available for distribution to shareholders of FASTNET Corporation.
A copy of the press release with respect to the foregoing is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. In addition, a copy of the
Amended and Restated Asset Purchase Agreement dated as of December 3, 2003
between US LEC Corp. and the Companies is attached hereto as Exhibit 2.1.
This report contains comments or information that constitute "forward-looking"
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements inherently involve significant risks and
uncertainties that could cause actual results to differ materially from the
forward-looking statements. The forward-looking statements in this report
include, among others, statements relating to the timing of the remaining asset
sales and liquidation of the Companies, as well as the anticipated results
thereof. The risks and uncertainties include, but are not limited to, the
uncertainties related to the bankruptcy proceedings and whether the Companies
will be successful in completing the remaining asset sales, followed by a plan
of liquidation, possible objections to such transactions or plan of liquidation
from parties in interest in the Companies' Chapter 11 proceedings, any loss of
customer or vendor support relating to their remaining operations during the
Chapter 11 proceedings, competition, and economic and other factors set forth in
FASTNET Corporation's Form 10-K for the year ended December 31, 2002, as
amended, and Form 10-Q for the quarter ended June 30, 2003.
The forward-looking statements included in this report are based on information
available to FASTNET Corporation as of the date of this report, and FASTNET
Corporation assumes no obligation to update any of these statements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit No. Description of Document
----------- -----------------------
2.1 Amended and Restated Asset Purchase Agreement dated
as of December 3, 2003 between US LEC Corp. and the
Companies.*
99.1 Press Release dated December 17, 2003.
--------------------
* Certain exhibits and schedules of this Exhibit have been omitted. The
registrant agrees to furnish supplementally any omitted schedule or exhibit to
the Securities and Exchange Commission.
2
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 thereunto duly authorized.
FASTNET CORPORATION
By: /s/ Ward G. Schultz
-------------------------
Ward G. Schultz
Chief Financial Officer
Dated: December 17, 2003
3