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 8, 2004
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GLOBIX CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-14168 13-3781263
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
139 Centre Street, New York, New York 10013
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 334-8500
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(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):
[X] 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-(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 19, 2004, Globix Corporation ("Globix") announced its entry
into an Agreement and Plan of Merger (the "merger agreement") with Neon
Communications, Inc. ("NEON"), pursuant to which NEON will become a wholly owned
subsidiary of Globix. On October 8, 2004, Globix adopted a first amendment to
the merger agreement, a copy of which is attached as Exhibit 10.1 to this
Current Report on Form 8-K.
The amendment changed the terms of the convertible preferred stock of
Globix that will be issued to holders of NEON convertible preferred stock in the
merger. Under the revised terms, dividends will accrue at a rate of 6% per
annum, and holders will have the right to convert their preferred stock into
shares of Globix common stock at a conversion price of $3.60 per share.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
Pursuant to the terms of the merger agreement, on October 8, 2004,
Globix agreed to exchange certain of its 11% Senior Notes due 2008 in an
aggregate amount of $12.5 million in principal and accrued interest for an
aggregate of 4,545,455 shares of Globix common stock, par value $0.01 per share,
at a price of $2.75 per share. Each of the debt-for equity exchange transactions
is to be effected at the time of the merger or at an earlier time mutually
agreed upon by the parties.
The terms and conditions of each debt-for-equity exchange transaction
are set forth in securities exchange agreements entered into effective October
8, 2004, the form of which is attached as Exhibit 10.2 to this Current Report on
Form 8-K and incorporated herein by reference. As described in footnote 1 to
Exhibit 10.2, the securities exchange agreements differ only with respect to the
total value of debt exchanged and the number of shares to be issued.
The debt-for-equity exchange transactions contemplated by the
securities exchange agreements qualify for exemption from registration as
private placement transactions pursuant to Section 4(2) of the Securities Act of
1933, as amended. This Current Report on Form 8-K is neither an offer to
exchange, nor the solicitation of an offer to exchange, any outstanding debt for
equity.
ITEM 8.01 OTHER EVENTS
On October 13, 2004, Globix issued a press release regarding the filing
of a Registration Statement on Form S-4 with the Securities and Exchange
Commission with respect to shares issuable in the merger. The press release also
discussed the amendment of the merger agreement and the entry into the
securities exchange agreements. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
NO. EXHIBIT
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10.1 First Amendment to Agreement and Plan of Merger dated as of
October 8, 2004 by and between Globix Corporation and NEON
Communications, Inc. (incorporated by reference from Exhibit
2.2 to the Globix's Registration Statement on Form S-4
(Registration No. 333-119666)).
10.2 Form of Securities Exchange Agreement dated as of September
15, 2004, by and between Globix Corporation and certain
investors.
99.1 Press Release dated October 13, 2004.
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.
GLOBIX CORPORATION
By: /S/ ROBERT M. DENNERLEIN
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Name: Robert M. Dennerlein
Title: Chief Financial Officer
Date: October 13, 2004
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.1 First Amendment to Agreement and Plan of Merger dated as of
October 8, 2004 by and between Globix Corporation and NEON
Communications, Inc. (incorporated by reference from Exhibit
2.2 to the Globix's Registration Statement on Form S-4
(Registration No. 333-119666)).
10.2 Form of Securities Exchange Agreement dated as of September
15, 2004, by and between Globix Corporation and certain
investors.
99.1 Press Release dated October 13, 2004.
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