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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): April 4, 2002 (April 2, 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) In a press release dated April 2, 2002, Cogent Communications
Corporation, Inc. ("Cogent") announced that it has completed the acquisition of
the majority of the U.S. operations of PSINet, Inc. ("PSINet"), including
customer base, backbone network and associated equipment, and rights to
intellectual property. Consideration for the purchase of these assets was
approximately $7 million in cash. In addition, Cogent paid PSINet $3 million
for the rights to conduct the due dilligence that Cogent conducted prior to
entering into the asset purchase agreement. All funds used in connection
with the acquisition came from general corporate funds. The purchase was made
from the PSINet bankruptcy estate and was approved by the U.S. Bankruptcy
Court for the Southern District of New York. The press release is attached
hereto as Exhibit 99.1.
(b) The acquired assets are used by PSINet in the provision of high-speed
telecommunications services and will be integrated into the Cogent network.
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 June 17, 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 June 17, 2002.
(c) Exhibits:
Exhibit
Number Description
2.1 Asset Purchase Agreement, dated February 26, 2002, by and
among Cogent Communications, PSINet et al. (previously
filed as Exhibit 2.1 to our Form 8-K, dated February 26,
2002, and incorporated herein by reference).
99.1 Press Release, dated April 2, 2002, announcing the
completion of the acquisition of PSINet's U.S. operations
by Cogent (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: April 4, 2002 By: /s/Thaddeus Weed
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Thaddeus Weed
Vice President and
Controller
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INDEX TO EXHIBITS
Exhibit
Number Description
2.1 Asset Purchase Agreement, dated February 26, 2002, by and
among Cogent Communications, PSINet et al. (previously
filed as Exhibit 2.1 to our Form 8-K, dated February 26,
2002, and incorporated herein by reference).
99.1 Press Release, dated April 2, 2002, announcing the
completion of the acquisition of PSINet's U.S. operations
by Cogent (attached hereto).
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