SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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COGENT COMMUNICATIONS GROUP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 52-2337274
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1015 31st Street NW 20007
Washington, DC 20007 (Zip Code)
(Address of Principal
Executive Offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. |X| box. |_|
Securities Act registration statement file number to which this form relates: 333-71684
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
To be so Registered Each Class is to be Registered
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Common Stock, par value $0.001 American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A complete description of the Common Stock, par value $0.001 per share, of
Cogent Communications Group, Inc. (the "Registrant"), which is to be registered
hereunder is contained under the caption "Description of Capital Stock" in the
Prospectus which constitutes part of the Registrant's Registration Statement on
Form S-4 (Registration No. 333-71684) relating to the offering of shares of
Common Stock of the Registrant filed by the Registrant with the Securities and
Exchange Commission on January 8, 2002, as amended from time to time. Such
description is hereby incorporated by reference.
ITEM 2. EXHIBITS
Not Applicable.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
COGENT COMMUNICATIONS GROUP, INC.
Date: January 29, 2002 By: /s/ DAVID SCHAEFFER
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Name: David Schaeffer
Title: Chief Executive Officer