UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 6, 2005
EQUINIX, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-31293 77-0487526
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)
301 Velocity Way
Foster City, California 94404
(650) 513-7000
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(Addresses, including zip code, and telephone numbers,
including area code, of principal executive offices)
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:
[_] 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-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into A Material Definitive Agreement.
On October 6, 2005, Equinix, Inc. ("Equinix" or the "Company") entered
into an agreement (the "Agreement") with STT Communications Ltd. ("STT") and
i-STT Investments Pte. Ltd. ("i-STT"). A copy of the Agreement, which terminates
or modifies: (i) certain provisions in that certain Combination Agreement dated
as of October 2, 2002 among Equinix, Eagle Panther Acquisition Corp, Eagle
Jaguar Acquisition Corp, i-STT, STT, Pihana Pacific, Inc. ("Pihana") and Jane
Dietze as Representative of the Stockholders of Pihana (the "Combination
Agreement"); (ii) certain provisions in that certain Governance Agreement dated
as of December 31, 2002 among Equinix, STT, i-STT and the stockholders of Pihana
(the "Governance Agreement"); (iii) certain provisions in that certain
Registration Rights Agreement dated as of December 31, 2002 among Equinix and
the Initial Purchasers named therein and party thereto (the "Registration Rights
Agreement,"); and (iv) that certain Collateral Account Control Agreement among
Equinix, i-STT and Smith Barney, a Division of Citigroup Global Markets Inc. is
attached to this report as exhibit 99.1.
Item 8.01. Other Events.
On October 6, 2005, Equinix issued a press release to announce that it has filed
a shelf registration statement with the Securities and Exchange Commission in
order to register 10,188,812 shares of the company's common stock (the
"Offering"). All of the shares covered in such Offering may be offered by STT
and/or its affiliates, including i-STT, as the selling stockholder. Other
information related to the Offering is contained in the press release, a copy of
which is attached as Exhibit 99.2 hereto.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Letter Agreement among Equinix, STT and i-STT.
99.2 Press Release of Equinix, Inc. dated October 6, 2005
announcing the Offering.
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.
EQUINIX, INC.
DATE: October 6, 2005 By: /s/ KEITH D. TAYLOR
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Keith D. Taylor
Chief Financial Officer