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 31, 2003
FASTNET CORPORATION
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 000-29255 23-2767197
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
TWO COURTNEY PLACE, SUITE 130, 3864 COURTNEY STREET, BETHLEHEM, PA 18017
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 266-6700
NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On November 3, 2003, FASTNET Corporation and certain of its subsidiaries (the
"Company") announced that the Company has entered into an asset purchase
agreement to sell substantially all of its assets, including its Broadband and
Dial Up Internet Access, Co-location, and Managed Hosting business units, to US
LEC Corp. for an estimated $6.8 million, which is subject to adjustment and
includes the assumption of certain liabilities. The transaction does not include
assets associated with the Company's Web Development and Wireless Accounts
businesses. The completion of the transaction is contingent on the satisfaction
of a number of conditions, including certain requirements under the Bankruptcy
Code and approval of the United States Bankruptcy Court for the Eastern District
of Pennsylvania (the "Bankruptcy Court"). The transaction contemplated by the
asset purchase agreement with US LEC Corp. is expected to be completed in
December, 2003. In connection with the proposed sale of assets to US LEC, on
November 3, 2003, the Company filed with the Bankruptcy Court a Motion to
approve the asset purchase agreement, authorizing the sale of the assets free
and clear of all liens and determining that such sale is exempt from certain
taxes, as well as a motion to approve the sale and auction procedures, notice
procedures and the break-up fee provisions.
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
above-mentioned motions are attached hereto as Exhibit 99.2 and 99.3,
respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit No. Description of Document
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99.1 Press Release dated November 3, 2003.
99.2 Motion for Approval of Sale and Auction
Procedures, Notice Procedures, and Break-Up
Fee Provisions in Connection with Proposed
Sale of Assets, and for Related Relief
99.3 Motion for an Order Pursuant to Sections
105, 363, 365 and 1146 of the Bankruptcy
Code (I) Approving Asset Purchase Agreement
and Authorizing the Sale of Assets of
Debtors Outside the Ordinary Course of
Business, Subject to Higher or Better
Offers, (II) Authorizing the Sale of Assets
Free and Clear of All Liens, (III)
Determining That Such Sale is Exempt From
any Stamp, Transfer, Recording or Similar
Tax, (IV) Authorizing the Assumption and
Assignment of Certain Executory Contracts
and Unexpired Leases and (V) Granting
Related Relief
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SIGNATURES
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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
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Ward G. Schultz
Chief Financial Officer
Dated: November 4, 2003
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