Form 8-K
 
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): December 31, 2002
 
EQUINIX, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
  
000-31293
  
77-0487526
(State or Other Jurisdiction of Incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification Number)
 
2450 Bayshore Parkway
Mountain View, CA 94043
(650) 316-6000
(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)

 
ITEM 5.    OTHER EVENTS
 
On October 2, 2002, Equinix, Inc., a Delaware corporation (“Equinix”), Eagle Panther Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Equinix (“Merger Sub”), Eagle Jaguar Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Equinix (“SP Sub”), STT Communications Ltd, a corporation organized under the laws of the Republic of Singapore (“STT Communications”), i-STT Pte Ltd, a corporation organized under the laws of the Republic of Singapore and a wholly owned subsidiary of STT Communications (“i-STT”), Pihana Pacific, Inc., a Delaware corporation (“Pihana”), and Jane Dietze, as Pihana Stockholders’ Representative, entered into a Combination Agreement (the “Combination Agreement”). On December 31, 2002, subject to the terms and conditions of the Combination Agreement, Equinix, i-STT and Pihana consummated a combination whereby STT Communications transferred all the outstanding capital stock of i-STT to SP Sub, and Merger Sub merged with and into Pihana, with Pihana becoming an indirect wholly owned subsidiary of Equinix (the “Combination”).
 
On August 15, 2002, Equinix received a notice from Nasdaq indicating that the failure of its common stock to maintain Nasdaq’s minimum closing bid price requirement of $1.00 had continued beyond the 90-day probationary period allowed under The Nasdaq National Marketplace Rules and, therefore, its common stock may be delisted. On August 21, 2002, Equinix appealed the delisting decision and requested the delisting be stayed pending a hearing before the Nasdaq Qualifications Panel. A hearing was granted and Equinix appeared before the panel on October 3, 2002. On November 25, 2002 the Nasdaq Qualifications Panel issued a decision to continue the listing of our common stock on The Nasdaq National Market. However, such continuance was contingent upon our ability to demonstrate compliance with all of the requirements for initial listing on The Nasdaq National Market and the completion of the Combination and related transactions on or before December 31, 2002. In connection with the Panel’s decision, the Panel required Equinix to make a public filing, which includes a table of beneficial ownership of certain beneficial owners and management as of the closing of the Combination. The Combination closed on December 31, 2002. In accordance with the Panel’s request, a table of beneficial ownership of principal stockholders as of December 31, 2002 is attached hereto as Exhibit 99.1.
 
ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
 
(c)    EXHIBITS.
 
 
99.1
 
Security Ownership of Certain Beneficial Owners and Management

 
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:
  
January 2, 2003
      
By:
  
/s/    RENEE F. LANAM
               
Renee F. Lanam
Chief Financial Officer
 

 
INDEX TO EXHIBITS
 
Exhibit Number
   
Description
99.1
   
Security Ownership of Certain Beneficial Owners and Management