-----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, MMzxviwdxcv9b5oCuTE/7WD3aPZ7DNVb/BTiE6aFPKAS/eqouNjNKKZR3OrnReBY j2uxTVclQRr4+OeUQI3nfA== 0000950123-09-010210.txt : 20090602 0000950123-09-010210.hdr.sgml : 20090602 20090601190521 ACCESSION NUMBER: 0000950123-09-010210 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090529 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20090602 DATE AS OF CHANGE: 20090601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TERREMARK WORLDWIDE INC. CENTRAL INDEX KEY: 0000912890 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 521989122 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12475 FILM NUMBER: 09866405 BUSINESS ADDRESS: STREET 1: 2 SOUTH BISCAYNE BLVD. STREET 2: SUITE 2900 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 2123199160 MAIL ADDRESS: STREET 1: 2 SOUTH BISCAYNE BLVD. STREET 2: SUITE 2900 CITY: MIAMI STATE: FL ZIP: 33131 FORMER COMPANY: FORMER CONFORMED NAME: TERREMARK WORLDWIDE INC DATE OF NAME CHANGE: 20000503 FORMER COMPANY: FORMER CONFORMED NAME: AMTEC INC DATE OF NAME CHANGE: 19970715 FORMER COMPANY: FORMER CONFORMED NAME: AVIC GROUP INTERNATIONAL INC/ DATE OF NAME CHANGE: 19950323 8-K 1 g19346e8vk.htm FORM 8-K Form 8-K
 
 
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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2009
TERREMARK WORLDWIDE, INC.
 
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware   1-12475   84-0873124
         
(State or Other
Jurisdiction of
Incorporation) 		  (Commission File
Number) 		  (IRS Employer
Identification No.)
One Biscayne Tower
2 South Biscayne Boulevard, Suite 2800
Miami, Florida 33131
 
(Address of Principal Executive Office)
Registrant’s telephone number, including area code (305) 961-3200
One Biscayne Tower, 2 South Biscayne Boulevard, Suite 2900, Miami, Florida 33131
 
(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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

ITEM 3.02 Unregistered Sales of Equity Securities.
     As previously reported, Terremark Worldwide, a Delaware corporation (the “Company”), entered into a subscription agreement, dated as of May 25, 2009 (the “Agreement”), by and between the Company and VMware Bermuda Limited (the “Investor”), a wholly-owned subsidiary of VMware, Inc., a Delaware corporation. On May 29, 2009, in accordance with the Agreement, the Company closed on the sale and issuance to the Investor of four million shares of the Company’s common stock, par value $0.001 per share (the “Shares”), for an aggregate purchase price of $20 million. The Shares were issued in reliance upon the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The Investor represented to the Company that it was an “accredited investor” as defined in Rule 501(a) of the Securities Act and that the Shares were being acquired for investment purposes and not with a view to distribution.

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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 hereunto duly authorized.
         
  TERREMARK WORLDWIDE, INC.
 		  
Date: June 1, 2009  By:   /s/ Jose A. Segrera    
    Jose A. Segrera   
    Chief Financial Officer   
 

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