SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 000-27597
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: April 30, 2003
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended: ______________
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant: NaviSite, Inc.
Former name if applicable: Not applicable.
Address of principal executive office (Street and number): 400 Minuteman Road
City, state and zip code: Andover, Massachusetts 01810
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
N-CSR, or portion thereof, will be filed on or before the
[X] fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q,
or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
On June 16, 2003, NaviSite, Inc. (the "Registrant") was awaiting
confirmation from ClearBlue Finance, Inc. ("CBT Finance") before the Registrant
filed its Quarterly Report on Form 10-Q for the period ended April 30, 2003 that
CBT Finance had converted approximately $41.2 million in debt through the
conversion of convertible notes and the issuance of approximately 10.5 million
shares of the Registrant's common stock. In anticipation of the CBT Finance debt
conversion being effected as of June 16, 2003 and a press release being publicly
disseminated announcing the same, the Registrant prepared its Form 10-Q with
disclosure throughout the document describing the debt conversion referenced
above. The Registrant learned shortly before the 5:30 p.m. filing deadline on
June 16, 2003 that CBT Finance was not yet converting its debt as planned, and
the Registrant was unable to re-draft its Form 10-Q to remove the disclosure
related to the then delayed CBT Finance debt conversion in time to permit filing
of its Form 10-Q prior to the filing deadline. On June 17, 2003, the Registrant
received notice from CBT Finance of its election to convert its debt effective
as of the close of business on June 19, 2003. The Registrant is filing its Form
10-Q immediately after this Form 12b-25 with disclosure related to the election
by CBT Finance to convert the debt. Due to the reasons described above, the
Registrant could not have timely filed the Form 10-Q without unreasonable effort
or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification: Jim Pluntze, Chief Financial Officer and
Vice President of Finance and Strategy, (978) 946-8611.
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Not applicable.
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NaviSite, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date June 17, 2003 By: /s/ Arthur Becker
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Name: Arthur Becker
Title: President and
Chief Executive Officer
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