SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 8
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NAVISITE, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
63935M109
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(CUSIP Number)
Guy N. Molinari
Heller Ehrman LLP
7 Times Square, Times Square Tower
40th Floor
New York, NY 10036
(212) 832-8300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 1, 2007
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(Date of Event which Requires Filing of this Statement)
If the 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. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 63935M109
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Atlantic Investors, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ](b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7 SOLE VOTING POWER
15,095,828
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
15,095,828
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
15,095,828
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.8%
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14 TYPE OF REPORTING PERSON (see Instructions)
OO
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INTRODUCTION:
This Amendment No. 8 to Schedule 13D (the "Amendment") is being filed by
Atlantic Investors, LLC (the "Reporting Person") to disclose the disposition of
some of the shares of the Common Stock of NaviSite, Inc. (the "Issuer") held by
the Reporting Person in connection with the exercise of an over-allotment option
held by the underwriters for an underwritten public offering of the Issuer's
Common Stock in which the Reporting Person participated (the "Offering").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of February 1, 2007, the Reporting Person in the aggregate
beneficially owned 15,095,828 shares of the Issuer's Common Stock,
representing approximately 48.8% of the outstanding Common Stock
(based on 30,949,479 shares outstanding following the Offering as
reported by the Issuer in the final prospectus for the Offering filed
with the Securities and Exchange Commission (the "Commission") on
January 19, 2007 pursuant to Rule 424 under the Securities Act of
1933, as amended).
(c) As previously disclosed, the Reporting Person granted to the
underwriters for the Offering the right to purchase 1,260,651 shares
of the Issuer's Common Stock to cover over-allotments in the Offering
at a purchase price of $4.21875 per share. The underwriters for the
Offering exercised their over-allotment option in full and closed the
purchase of the over-allotment shares on February 1, 2007.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 1, 2007
ATLANTIC INVESTORS, LLC
a Delaware Limited Liability Company
By: Madison Technology LLC, a Managing Member
By: /s/ Arthur Becker
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Name: Arthur Becker
Title: Managing Member
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