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): ~~June 18~~October 11, 2001

USinternetworking, Inc. (Exact Name of Registrant as Specified in Charter) 25737 (Commission File No.) 52-2078325 (IRS Employer Identification No.) Delaware (State or Other Jurisdiction of Incorporation) One USi Plaza Annapolis, Maryland 21404-7478 (Address of Principal Executive Offices) (410) 897-4400 (Registrant’s telephone number, including area code)

25737
(Commission File No.)

52-2078325
(IRS Employer
Identification No.)

Delaware
(State or Other Jurisdiction
of Incorporation)

One USi Plaza
Annapolis, Maryland 21404-7478
(Address of Principal
Executive Offices)

(410) 897-4400
(Registrant’s telephone
number, including area code)

ITEM 5. OTHER EVENTS

On ~~June 18~~October 11, 2001 USinternetworking, Inc. (“the Company”), ~~and~~issued ~~Acqua~~a ~~Wellington~~press ~~North~~release ~~American~~announcing ~~Equities~~that ~~Fund,~~Bain ~~Ltd.~~Capital ~~(“Acqua~~Partners, ~~Wellington”)~~LLC ~~entered~~has ~~into an~~signed ~~Amended~~a ~~and~~letter ~~Restated~~of intent ~~Common~~to ~~Stock~~provide ~~Purchase~~for ~~Agreement,~~an ~~effective~~equity asinvestment of ~~November 13,~~ ~~2000~~$100 million. ~~The~~Under ~~amended and restated agreement reduced~~ the ~~aggregate amount~~terms of ~~common stock that can be purchased under~~ the ~~agreement~~letter ~~to $60~~of intent,~~800,000.~~ ~~The~~Bain ~~amended~~ and ~~restated~~its ~~agreement~~affiliates ~~also~~would ~~reduced~~initially ~~from~~invest $~~3.00 to~~75 ~~$1.00~~million, ~~the~~with ~~minimum~~an ~~per~~additional ~~share~~$25 million ~~trading~~available ~~price~~upon achievement of ~~the Company’s common stock at~~certain ~~which~~business ~~Acqua Wellington is obligated to purchase under the agreement~~milestones.

The foregoing description is qualified in its entirety by reference to the ~~Amended~~Company’s ~~and~~press ~~Restated~~release ~~Common Stock Purchase Agreement,~~ dated ~~as of November~~October 1311, ~~2000~~ 2001, ~~by and between the Company and Aqua Wellington~~ which is ~~incorporated herein~~attached byhereto ~~reference~~as Exhibit 99.1.

ITEM 7. EXHIBITS

10 99.1. The ~~Amended and Restated Common Stock Purchase Agreement, effective as of November 13, 2000, by and between the~~ Company’s ~~and~~Press ~~Aqua~~Release ~~Wellington,~~dated ~~filed as Exhibit 4.5 to Registration Statement Number 333-47858 filed by the Company on June 18~~October 11, 2001 ~~and incorporated herein by reference~~.

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.

USinternetworking, Inc.

By: Name: Title: /s/ William T. Price ~~Name:~~ William T. Price ~~Title:~~ Vice President, General Counsel & Secretary

Date: ~~June 18~~October 11, 2001

EXHIBIT INDEX

99.1 Press Release dated October 11, 2001.

* Filed herewith.

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