SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (date of earliest event reported): February 4, 2002
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Cogent Communications Group, Inc.
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(Exact Name of Registrant as
Specified in Charter)
1-31227
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(Commission File No.)
52-2337274
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(IRS Employer
Identification No.)
Delaware
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(State or Other Jurisdiction
of Incorporation)
1015 31st Street N.W.
Washington, DC 20007
(Address of Principal
Executive Offices)
(202) 295-4200
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(Registrant's telephone
number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
In a press release dated February 4, 2002, Cogent Communications
Corporation, Inc. ("Cogent") announced that it had consummated its merger with
Allied Riser Communications Corporation ("Allied Riser"). The press release is
attached hereto as Exhibit 99.1.
As described in the press release, Cogent acquired Allied Riser by
merging a wholly owned subsidiary of Cogent with and into Allied Riser. As a
consequence of the merger, Allied Riser became a wholly owned subsidiary of
Cogent. In the merger, stockholders of Allied Riser received approximately
0.0321679 shares of Cogent's common stock for each share of Allied Riser
common stock that they owned. As a result of the merger, Allied Riser
stockholders own approximately 13.36% of Cogent's outstanding common stock on
a fully diluted basis, subject to certain adjustments. The consideration paid
by Cogent was determined pursuant to negotiations between Cogent and Allied
Riser. The merger is more fully described in the Form S-4 filed by the
Company on October 16, 2001, as amended.
One former officer of Allied Riser is expected to become a director
of, and consultant to, Cogent as a result of the merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired. Pursuant to Item 7(a)(4) of
Form 8-K, the financial statements required by Item 7(a) will be filed on or
prior to April 20, 2002.
(b) Pro Forma Financial Information. Pursuant to Items 7(a)(4) and 7(b)(2)
of Form 8-K, the financial statements required by Item 7(b) will be filed on
or prior to April 20, 2002.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of August 28, 2001, by and among
Cogent, Allied Riser and the merger subsidiary (previously filed as Appendix A
to our Registration Statement on Form S-4, Commission File No. 333-71684,
filed October 16, 2001, and incorporated herein by reference).
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as of
October 13, 2001, by and among Cogent, Allied Riser and the merger subsidiary
(previously filed as Appendix B to our Registration Statement on Form S-4,
Commission File No. 333-71684, filed October 16, 2001, and incorporated
herein by reference).
99.1 Press Release announcing the consummation of the merger of Cogent and
Allied Riser dated January 31, 2002 (attached hereto).
Exhibit Index
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of August 28, 2001, by
and among Cogent, Allied Riser and the merger subsidiary
(previously filed as Appendix A to our Registration Statement
on Form S-4, Commission File No. 333-71684, filed October 16,
2001, and incorporated herein by reference)
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as
of October 13, 2001, by and among Cogent, Allied Riser and the
merger subsidiary (previously filed as Appendix B to our
Registration Statement on Form S-4, Commission File
No. 333-71684, filed October 16, 2001, and incorporated
herein by reference)
99.1 Press Release announcing the consummation of the merger of
Cogent and Allied Riser dated January 31, 2002 (attached
hereto).
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.
COGENT COMMUNICATIONS GROUP, INC.
Date: February 4, 2002 By:
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Name: David Schaeffer
Title: Chief Executive Officer