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) June 13, 2003
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CORVIS CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-12751 52-2041343
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
7015 Albert Einstein Drive, Columbia, Maryland 21046-9400
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (443) 259-4000
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ITEM 2 - ACQUISITION OF ASSETS
On June 13, 2003, Corvis Corporation announced that C III Communications,
L.L.C., a joint venture between Corvis and Cequel III, a St. Louis-based
telecommunications and cable management firm, closed on the purchase of the
assets of Broadwing Communications Services, Inc., subject to certain remaining
state and local regulatory requirements. C III Communications also assumed
$312.7 million in certain long and short term operating commitments of Broadwing
Communications. Corvis will initially retain a 96% ownership interest in C III
Communications, Cequel III will initially retain a 1% ownership interest, and
Broadwing, Inc., the parent company of Broadwing Communications Services, will
initially retain a 3% equity interest.
The agreement to purchase most of the assets of Broadwing Communications was
announced in February 2003. In accordance with the terms of the Asset Purchase
Agreement, the originally announced network purchase price of $129.0 million was
reduced to approximately $90.6 million. In addition, C III Communications
purchased net working capital of approximately $17.0 million for which payment,
with interest, will be deferred for one year. The purchase price may be subject
to certain further adjustments. The terms of the acquisition were the results of
arms-length negotiations between C III Communications and Broadwing, Inc.
Funding for the purchase was obtained by C III Communications from cash on hand,
of which $90.6 million was contributed to C III Communications by Corvis from
its cash on hand. Corvis has also agreed to contribute an additional $50.0
million to C III Communications by December 31, 2003 to fund ongoing operating
expenses.
Broadwing Communications is a current customer of Corvis, accounting for $8.7
million of Corvis' revenue in 2002 and $0.3 million in the first quarter of
2003. Except as described in the previous sentence, neither Broadwing, Inc. nor
Broadwing Communications had a material relationship with Corvis or any of its
affiliates, Corvis' directors or officers or any associates of any of such
directors or officers.
The foregoing description is not necessarily complete and is qualified in its
entirety by reference to the Asset Purchase Agreement and Amendment No. 1 to the
Asset Purchase Agreement, which are attached hereto as Exhibits 2.1 and 2.2 and
incorporated herein by reference.
The assets acquired by C III Communications include 18,700 recently completed
route miles of the latest generation of fiber optic cables; switches and
amplifiers; a state-of-the-art network operations center; and all the other
network elements necessary to provide state-of-the-art integrated and managed
broadband telecommunications services. Through these assets, Broadwing
Communications provides managed network solutions and broadband
telecommunications services to more than 1,000 corporate customers in 137 of the
top 150 markets in the United States; broadband transportation services to major
telecommunications carriers; and long-distance telecommunications services to
more than 150,000 customers. C III Communications has now changed its name to
Broadwing Communications, LLC and intends to
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continue to use the acquired assets in a manner substantially similar to the
manner in which they were used prior to the acquisition.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
The following documents are filed as part of this report:
(a) Financial Statements of Business Acquired
The required audited financial statements for the acquired assets are
not yet available. Corvis expects to file such financial statements
within 75 days of the date of the acquisition, in accordance with the
rules of the Securities and Exchange Commission.
(b) Pro Forma Financial Information
The required pro forma combined financial statements are not yet
available. Corvis expects to file such financial statements within 75
days of the date of the acquisition, in accordance with the rules of
the Securities and Exchange Commission.
(c) Exhibits
A list of exhibits filed herewith or incorporated by reference herein is
contained on the Exhibit Index immediately preceding such exhibits, and is
incorporated herein by reference.
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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.
CORVIS CORPORATION
Date: June 30, 2003 /s/ Lynn D. Anderson
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Lynn D. Anderson
Senior Vice President, Chief
Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Asset Purchase Agreement, dated February 22, 2003
(incorporated by reference to Exhibit 99(i) to Form 8-K,
filed February 28, 2003, filed by Broadwing
Communications, Inc.)
[The schedules and exhibits to the Asset Purchase
Agreement have been omitted in accordance with the
instructions to Item 601(b)(2) of Regulation S-K. The
registrant hereby undertakes to provide a copy of the
schedules and exhibits to the staff of the Securities and
Exchange Commission upon request.]
2.2 Amendment No. 1 to the Asset Purchase Agreement, dated
June 6, 2003.
99.1 Press Release dated June 13, 2003
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