-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IyRDWo65xh18YU+G9lfvyJQcK1vMzhbeEBxxMgfr+rGEDR272zjeE+qh5k2EgZl7 MOdEIwJqLVi05yuPdgegYw== 0000932799-03-000104.txt : 20030623 0000932799-03-000104.hdr.sgml : 20030623 20030623170354 ACCESSION NUMBER: 0000932799-03-000104 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030623 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLEARBLUE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001188710 IRS NUMBER: 680480016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 FIRST ST STREET 2: STE 2000 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4158697111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAVISITE INC CENTRAL INDEX KEY: 0001084750 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 522137343 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58327 FILM NUMBER: 03753714 BUSINESS ADDRESS: STREET 1: 400 MINUTEMAN RD CITY: ANDOVER STATE: MA ZIP: 01810 BUSINESS PHONE: 9786828300 MAIL ADDRESS: STREET 1: 100 BRICKHOUSE SQUARE 5TH FLOOR CITY: ANDOVER STATE: MA ZIP: 01810 SC 13D/A 1 sc13damend.txt SCHEDULE 13D AMEND. 5 Page 1 of 12 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5) NaviSite, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 63935M109 (CUSIP Number) Guy N. Molinari c/o Heller Ehrman White & McAuliffe 120 West 45th Street New York, NY 10036 (212) 847-8772 (Name, address and telephone number of person authorized to receive notices and communications) June 23, 2003 (Date of Event which requires Filing of this Statement) If a filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box [ ]. (Continued on following pages) - ------------------------------------------------------------------------------- CUSIP NO. Page 2 of 12 63935M109 - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ClearBlue Technologies Equity, Inc. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES - ------------------------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH - ------------------------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH - ------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- Page 3 of 12 - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ClearBlue Finance, Inc. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES - ------------------------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 10,559,248 (See Item 5) EACH - ------------------------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH - ------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 10,559,248 (See Item 5) - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,559,248 (See Item 5) - ------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.1% (See Item 5) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- Page 4 of 12 - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ClearBlue Technologies, Inc. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES - ------------------------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 11,127,227 (See Item 5) EACH - ------------------------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH - ------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 11,127,227 (See Item 5) - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,127,227 (See Item 5) - ------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.52% (See Item 5) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- Page 5 of 12 - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ClearBlue Atlantic, LLC - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 8,725,745 SHARES - ------------------------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 19,285,012 (See Item 5) EACH - ------------------------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 8,725,745 WITH - ------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 19,285,012 (See Item 5) - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,285,012 (See Item 5) - ------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 82.4% (See Item 5) - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- Page 6 of 12 - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Atlantic Investors, LLC - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 8,725,745 SHARES - ------------------------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 19,285,012 (See Item 5) EACH - ------------------------------------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 8,725,745 WITH - ------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 19,285,012 (See Item 5) - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,285,012 (See Item 5) - ------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 82.4% (See Item 5) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- Page 7 of 12 Amendment No. 5 to Schedule 13D This statement constitutes Amendment No. 5 to the Schedule 13D relating to the common stock, par value $.01 per share (the "Common Stock") of NaviSite, Inc. (the "Issuer") filed jointly by ClearBlue Technologies Equity, Inc., ("CBTE"), ClearBlue Finance, Inc. ("CBF"), and ClearBlue Technologies, Inc. ("ClearBlue") on September 18, 2002. This statement is being filed in order to amend Items 2, 4 and 5. Item 2. Identity and Background. ----------------------- Atlantic Investors has a principal place of business at 20 East 66th Street, New York, New York 10021. ClearBlue Technologies Equity, Inc., ClearBlue Finance, Inc. and ClearBlue Technologies, Inc. have a principal place of business at 55 Francisco Street, Suite 100, San Francisco, California 94133. To the best of our knowledge as of the date hereof, the name, business address, present principal occupation or employment and citizenship of each director and executive officer, controlling person and director and executive officer of any corporation ultimately in control of each of the entities reporting on this Amendment No. 5 to the Schedule 13D is set forth on Exhibit A hereto. Item 4. Purpose of the Transaction. -------------------------- In addition to the prior disclosures of CBTE, CBF and ClearBlue in Item 4 of Schedule 13D, ClearBlue hereby amends its prior disclosure to the effect that $3,912,263 has been deducted from the principal balance due by the Issuer under the 12% Convertible, Senior Secured Note, dated November 8, 2001 (the "Note") in exchange for an equal reduction of obligations previously owed by ClearBlue and its affiliates to the Issuer (the "Setoff"). As a result of the Setoff, the number of shares into which the Note may be converted was reduced from 11,562,393 shares to 10,559,248 shares. On June 18, 2003, Atlantic Investors acquired 47,168 shares of the Issuer and 260,786 shares of ClearBlue from Hewlett-Packard Financial Services Company in exchange for an 8% promissory note in the original principal amount of $880,000.00 due 2008. On June 19, 2003, CBF elected to convert the Note to 10,559,248 shares of Common Stock (the "Conversion"). This Amendment No. 5 reflects the Setoff and the Conversion. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) For purposes of Rule 13d-3 of the Exchange Act, CBTE, CBF, ClearBlue, ClearBlue Atlantic and Atlantic Investors beneficially own 19,285,012 shares of Common Stock, representing approximately 82.4% of the outstanding shares of Common Stock. This percentage is based on the number of shares of Common Stock issued and outstanding as of June 16, 2003 as reported on the Issuer's Form 10-Q for the fiscal quarter ended April 30, 2003. Of these shares of Common Stock, 8,157,766 shares of Common Stock are held by ClearBlue Atlantic, 567,979 shares of Common Stock are held by ClearBlue and 10,559,248 shares of Common Stock are held by CBF. (b) ClearBlue, ClearBlue Atlantic and Atlantic Investors share the power to vote and to dispose of the Common Stock. (c) Except as set forth in Item 4 and above in this Item 5, no transactions in the Common Stock have been effected during the past 60 days by CBTE, CBF, ClearBlue, ClearBlue Atlantic, Atlantic Investors or, to the best of their knowledge, by any of the persons named in Exhibit A. (d) Not Applicable. (e) Not Applicable. Page 8 of 12 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: June 23, 2003 CLEARBLUE TECHNOLOGIES EQUITY, INC. By: /s/ Arthur Becker - ---------------------------------------- Name: Arthur Becker Title: Chief Financial Officer / Treasurer and Secretary CLEARBLUE FINANCE, INC. By: /s/ Arthur Becker - ---------------------------------------- Name: Arthur Becker Title: Chief Financial Officer / Treasurer and Secretary CLEARBLUE TECHNOLOGIES, INC. By: /s/ Arthur Becker - ----------------------------------- Name: Arthur Becker Title: Vice President CLEARBLUE ATLANTIC LLC By: Atlantic Investors, LLC, its Managing Member By: Madison Technology LLC, a Managing Member By: /s/ Arthur Becker - -------------------------------------- Name: Arthur Becker Title: Managing Member ATLANTIC INVESTORS LLC By: Madison Technology LLC, a Managing Member By: /s/ Arthur Becker - ------------------------------------- Name: Arthur Becker Title: Managing Member Page 9 of 12 EXHIBIT A OFFICERS AND DIRECTORS OF CLEARBLUE TECHNOLOGIES EQUITY, INC. Name X Business Address Principal Occupation Gabriel Ruhan (United Kingdom) XX Vice President and Director Andrew Ruhan (United Kingdom) XX President and Director Arthur Becker XX Chief Financial Officer/Treasurer, Secretary and Director x All the Executive Officers and Directors of CBTE are U.S. citizens unless otherwise indicated. xx 55 Francisco Street, Suite 100, San Francisco, California 94133
Page 10 of 12 OFFICERS AND DIRECTORS OF CLEARBLUE FINANCE, INC. Name x Business Address Principal Occupation Gabriel Ruhan (United Kingdom) XX Vice President and Director Andrew Ruhan (United Kingdom) XX President and Director Arthur Becker XX Chief Financial Officer/Treasurer, Secretary and Director
x All the Executive Officers and Directors of CBF are U.S. citizens unless otherwise indicated. xx 55 Francisco Street, Suite 100, San Francisco, California 94133 Page 11 of 12 OFFICERS AND DIRECTORS OF CLEARBLUE TECHNOLOGIES, INC. Name X Business Address Principal Occupation Gabriel Ruhan (United Kingdom) XX Chief Financial Officer/Treasurer, Secretary and Director Andrew Ruhan (United Kingdom) XX Chief Executive Officer, President and Director Arthur Becker XX Vice President and Director
x All the Executive Officers and Directors of ClearBlue are U.S. citizens unless otherwise indicated. xx 55 Francisco Street, Suite 100, San Francisco, California 94133 OFFICERS AND DIRECTORS OF CLEARBLUE ATLANTIC, LLC Name Business Address Principal Occupation Atlantic Investors, LLC 20 East 66th Street Managing Member 2nd Floor New York, NY 10021
Page 12 of 12 OFFICERS AND DIRECTORS OF ATLANTIC INVESTORS, LLC Name Business Address Principal Occupation Madison Technology, LLC 20 East 66th Street Managing Member 2nd Floor New York, NY 10021 Unicorn Worldwide Holdings Limited Craigmuir Chambers Managing Member P.O. Box 71 Roadtown, Tortola British Virgin Islands
EX-99.13 3 ex13djune.txt EXHIBIT A TO SCH. 13D STOCK PURCHASE AGMT EXECUTION COPY STOCK PURCHASE AGREEMENT, dated as of June 18, 2003 (this "Agreement"), by and between Hewlett-Packard Financial Services Company, a Delaware corporation ("HPFS") and Atlantic Investors, LLC, a Delaware limited liability company ("Atlantic"). WHEREAS, Atlantic and HPFS have each determined that the transactions contemplated by this Agreement, on the terms and conditions of this Agreement, would be advantageous and beneficial to their respective companies, shareholders (in the case of HPFS) and members (in the case of Atlantic). WHEREAS, the parties hereto desire to consummate the transactions contemplated herein, pursuant to which (a) HPFS will transfer to Atlantic, 47,168 shares, (collectively, the "NaviSite Shares") of Common Stock, par value $0.01 per share, of NaviSite, Inc., a Delaware corporation ("NaviSite") owned by HPFS, (b) HPFS will transfer to Atlantic 260,786 shares (collectively, the "CBT Shares"; together with the NaviSite Shares, the "Shares") of Common Stock, par value $0.01 per share of ClearBlue Technologies, Inc., a Delaware corporation ("ClearBlue") owned by HPFS, and (c) Atlantic will issue to HPFS a 8% promissory note in the original principal amount of $880,000.00 due 2008, substantially in the form attached hereto as Exhibit I (the "Note"). NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained, the parties hereto agree as follows: ARTICLE I Definitions SECTION 1.1. Definitions. As used herein, the following terms shall have the following meanings: "Act" means the Securities Act of 1933, as amended, and the rules and regulations issued in respect thereto. "Encumbrance" means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property to secure payment of a debt or performance of an obligation or other priority or preferential arrangement of any kind or nature whatsoever. "Law" means any law, statute, regulation, rule, ordinance, requirement or other binding action or requirement of any governmental, regulatory or administrative body, agency or authority or any court of judicial authority. "Order" means any decree, order, judgment, writ, award, injunction, stipulation or consent of or by any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign. "Person" means any individual, corporation, general or limited partnership, joint venture, association, limited liability company, joint stock company, trust, business, bank, trust company, estate (including any beneficiaries thereof), unincorporated entity, cooperative, association, government branch, agency or political subdivision thereof or organization of any kind. "Transaction Documents" means any ancillary contracts, agreements or other documents that are to be entered into in connection with the transactions contemplated hereby (including, without limitation, the Note). ARTICLE II Exchange of Stock and Note SECTION 2.1. Exchange. Subject to the terms and conditions of this Agreement, at the Closing, HPFS agrees to transfer to Atlantic the Shares, and Atlantic agrees to issue to HPFS the Note. SECTION 2.2. The Closing. (a) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the "Closing") shall take place as promptly as possible but no later than the fifth business day following the day the last of the conditions set forth in Article V shall have been fulfilled or waived (other than those that this Agreement contemplates will be satisfied at or immediately prior to the Closing), or at such other time as shall be mutually agreed upon by HPFS and Atlantic (the "Closing Date"). (b) Subject to the conditions set forth in this Agreement, the parties agree to consummate the following transactions at the Closing: (i) Atlantic shall deliver an executed original of the Note to HPFS; and (ii) HPFS shall assign and transfer to Atlantic the Shares, by physically delivering to Atlantic two or more stock certificates representing the Shares being sold, duly endorsed or accompanied by duly executed stock powers sufficient to validly transfer such Shares to Atlantic or its nominee. ARTICLE III Representations and Warranties of HPFS HPFS represents and warrants to Atlantic that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date). SECTION 3.1. Power and Authority; Enforceability. HPFS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. HPFS has all requisite capacity, power and authority to execute, deliver and perform this Agreement. No other corporate action on the part of HPFS is necessary to authorize the execution and delivery by HPFS of this Agreement or the consummation by it of the Contemplated Transactions (as defined below). This Agreement has been duly executed and delivered and, upon execution by Atlantic, will constitute a valid and legally binding obligation of HPFS, enforceable against HPFS in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. SECTION 3.2. Ownership; Transferability. HPFS is the legal and beneficial owner of the Shares, free and clear of any Encumbrance or restriction on transfer, other than (i) restrictions under the Act, (ii) restrictions reflected in a legend on the certificates representing the Shares, (iii) restrictions under that certain Shareholders Agreement dated September 11, 2002, by and among HPFS, ClearBlue Atlantic, LLC, a Delaware limited liability company ("CBA"), ClearBlue and CMGI, Inc. (the "ClearBlue Shareholders Agreement"), and (iv) restrictions under that certain Shareholders Agreement dated February 19, 2003, by and among HPFS and CBA (the "NaviSite Shareholders Agreement"). SECTION 3.3. Consents and Approvals. Neither the execution, delivery and performance of this Agreement by HPFS, nor the consummation by HPFS of any transaction related hereto, including the transfer, sale and delivery of the Shares, will require any consent, approval, license, Order or authorization of, filing, registration, declaration or taking of any other action with, or notice to, any Person, other than such consents, approvals, filings or actions as may be required under (a) the Federal securities laws which have or will be made, (b) the NaviSite Shareholders Agreement, and (c) the ClearBlue Shareholders Agreement. SECTION 3.4. No Conflicts. The execution and delivery by HPFS of this Agreement and the Transaction Documents to which it is or will become a party do not, and the consummation of the transactions contemplated by this Agreement and the Transaction Documents to which it is or will become a party (the "Contemplated Transactions") shall not, assuming the consents, approvals, filings or actions described in Section 3.3 are made or obtained, as the case may be, (a) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or by-laws of HPFS, (b) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which HPFS is a party or by which it or any of its properties or assets may be bound, or (c) conflict or violate any permit, concession, franchise, license, judgment, Order, decree, statute, law, ordinance, rule or regulation of any government, governmental instrumentality or court, domestic or foreign, applicable to HPFS or any of its properties or assets, except in the case of (b) and (c) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not, individually or in the aggregate, materially and adversely affect the Shares being conveyed by HPFS to Atlantic. SECTION 3.5. Brokers, etc. HPFS is not obligated to pay any fee or commission to any broker, finder or other similar Person in connection with the transactions contemplated by this Agreement (other than any fees or commissions that are solely for the account of HPFS). SECTION 3.6. NaviSite Non-Public Information. HPFS acknowledges that it is aware that Atlantic may have material non-public information concerning NaviSite and ClearBlue as Atlantic is the indirect controlling shareholder of each of NaviSite and ClearBlue. ARTICLE IV Representations and Warranties of Atlantic Atlantic represents and warrants to HPFS that the statements contained in this Article IV are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date). SECTION 4.1. Existence; Power and Authority. Atlantic is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. Atlantic has the requisite limited liability company power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance by Atlantic of this Agreement and the consummation by it of the Contemplated Transactions have been duly authorized by the Managing Member of Atlantic, and no other company action on the part of Atlantic is necessary to authorize the execution and delivery by Atlantic of this Agreement or the consummation by it of the Contemplated Transactions. This Agreement has been duly executed and delivered and, upon execution by HPFS, will constitute a valid and legally binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. SECTION 4.2. Authorization of the Note. The Note has been duly authorized and when issued, will be the legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. SECTION 4.3. Purchase Entirely for Own Account. (a) The Shares to be received by Atlantic will be acquired for investment for its own account, and not with a view to the resale or distribution of any part thereof. (b) Atlantic has no present intention of selling, granting any participation in, or otherwise distributing the Shares, except, in the case of (a) and (b) of this Section 4.3, as permitted by the Act. (c) Atlantic is an "accredited investor" under Rule 501(a) promulgated under the Securities Act of 1933, as amended. SECTION 4.4. Restricted Securities. Atlantic understands that the Shares are characterized as "restricted securities" under the Federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. SECTION 4.5. Legends. It is understood that the certificate(s) evidencing the Shares shall bear a legend substantially in the form below: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT BE TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE LAWS AND RULES OR UNLESS SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE SECURITIES ACT OF 1933 AND OTHER APPLICABLE STATE LAWS AND RULES. SECTION 4.6. No Conflicts. (a) The execution and delivery by Atlantic of this Agreement and the Transaction Documents to which it is or will become a party does not, and the consummation of the Contemplated Transactions shall not, (a) contravene, conflict with, or result in any violation or breach of any provision of the operating agreement of Atlantic, (b) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Atlantic is a party or by which it or any of its properties or assets may be bound, or (c) conflict or violate any permit, concession, franchise, license, judgment, Order, decree, statute, law, ordinance, rule or regulation of any government, governmental instrumentality or court, domestic or foreign, applicable to Atlantic or any of its properties or assets, except in the case of (b) and (c) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not, individually or in the aggregate, materially and adversely affect the Note being issued by Atlantic to HPFS. (b) Atlantic is not nor will it be required to give any notice to or obtain any consent from any person or governmental entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. SECTION 4.7. Brokers' Fees. Atlantic has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement (other than any fees or commissions that are solely for the account of Atlantic). SECTION 4.8. Non-Public Information. Atlantic acknowledges that it is aware that HPFS may have material non-public information concerning NaviSite and ClearBlue as HPFS is a shareholder of each of NaviSite and ClearBlue. ARTICLE V Conditions Precedent; Related Covenants SECTION 5.1. Closing Efforts. Each of the parties hereto shall use its commercially reasonable efforts ("Reasonable Efforts") to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including using its Reasonable Efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date, and (ii) the conditions to the obligations of the other parties to consummate the transaction are satisfied. SECTION 5.2. Conditions Precedent to Obligations of Atlantic. The obligation of Atlantic to purchase the Shares and issue the Note at the Closing is subject to the fulfillment of the condition that, at the Closing, the representations and warranties of HPFS set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of HPFS set forth in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date). SECTION 5.3. Conditions Precedent to Obligations of HPFS. The obligation of HPFS to sell the Shares at the Closing is subject to the fulfillment of the condition that, at the Closing, the representations and warranties of Atlantic set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of Atlantic set forth in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date). SECTION 5.4. Conditions Precedent to Obligations of Atlantic and HPFS. The obligation of Atlantic and HPFS to consummate the Contemplated Transactions at the Closing shall also be subject to the fulfillment of the following conditions: (a) Waiver by ClearBlue. The parties shall have received evidence of the waiver of ClearBlue's right of first refusal with respect to the ClearBlue Shares under the ClearBlue Shareholders Agreement. (b) Waiver by CBA. The parties shall have received evidence of the waiver of CBA's right of first refusal with respect to the NaviSite Shares under the NaviSite Shareholders Agreement. ARTICLE VI Termination SECTION 6.1. Termination by Mutual Consent. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing by the written consent of each party hereto. SECTION 6.2. Termination by either HPFS or Atlantic. This Agreement may be terminated (upon written notice from the terminating party hereto to the other party hereto) and the transactions contemplated hereby may be abandoned by action of any party hereto, if (a) the Closing shall not have occurred on or prior to June 30, 2003, or (b) any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign shall have issued a Law or Order permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and such Law or Order shall have become final and nonappealable. SECTION 6.3. Effect of Termination and Abandonment. In the event of termination of this Agreement pursuant to this Article VI hereof, no party hereto or, its directors or officers or other controlling persons shall have any liability or further obligation to any other party hereto pursuant to this Agreement, except that Article VIII hereof shall survive termination of this Agreement and nothing herein will relieve any party hereto from liability for any breach of this Agreement occurring prior to such termination. ARTICLE VII RESERVED ARTICLE VIII General Provisions; Other Agreements SECTION 8.1. Press Releases. Other than any required filings under the Federal securities laws, none of the parties hereto will, without first obtaining the approval of the other, make any public announcement, directly or indirectly, regarding this Agreement, nor the nature of the transaction contemplated by this Agreement, to any person except as required by law or regulatory bodies and other than to the respective principals or other representatives of the Parties, each of whom shall be similarly bound by such confidentiality obligations. If any such press release or public announcement is so required by either party (except in the case of any disclosure required under the Federal securities laws to be made in a filing with the Securities and Exchange Commission), the disclosing party shall consult with the other parties prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure which is satisfactory to each of the parties. SECTION 8.2. Expenses. Regardless of whether the transactions contemplated hereby are consummated, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party hereto incurring such costs and expenses. SECTION 8.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws provisions thereof. SECTION 8.4. Headings. Article and Section headings used in this Agreement are for convenience only and shall not affect the meaning or construction of this Agreement. SECTION 8.5. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, both written and oral, with respect to the subject matter hereof. SECTION 8.6. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures on this Agreement may be communicated by facsimile transmission and shall be binding upon the parties hereto so transmitting their signatures. Counterparts with original signatures shall be provided to the other parties hereto following the applicable facsimile transmission; provided that the failure to provide the original counterpart shall have no effect on the validity or the binding nature of this Agreement. SECTION 8.7. Amendment. Any term of this Agreement may be modified or amended only by an instrument in writing signed by each of the parties hereto. SECTION 8.8. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforced in accordance with its terms. IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be duly executed and delivered as of the date set forth above. HEWLETT-PACKARD FINANCIAL SERVICES COMPANY 420 Mountain Avenue Murray Hill, New Jersey 07974 By:____________________________ Name: Title: ATLANTIC INVESTORS, LLC 20 East 66th Street, 2nd Floor New York, New York 10021 By: Madison Technology LLC, its Managing Member By: _______________________________ Name: Arthur Becker Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----