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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 8, 2000 (June 2, 2000)
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FIBERNET TELECOM GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-7841 13-3859938
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
570 Lexington Avenue
New York, New York 10022
(Address of principal executive
offices including zip code)
(212) 405-6200
(Registrant's telephone number,
including area code)
N.A.
----
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On June 5, 2000, FiberNet Telecom Group, Inc. ("FiberNet") and Devnet
L.L.C. ("Devnet") announced that they had entered into the Agreement and Plan of
Reorganization (the "Reorganization Agreement"), dated as of June 2, 2000, by
and among FiberNet, FiberNet Holdco, Inc. ("Holdco"), FiberNet Merger Sub, Inc.
("Merger Sub"), Devnet Merger Sub, LLC ("Devnet Merger Sub"), Devnet, and FP
Enterprises L.L.C. Pursuant to the Reorganization Agreement, FiberNet will merge
into Merger Sub, a wholly-owned subsidiary of Holdco, a newly organized Delaware
corporation and subsidiary of FiberNet, with Fibernet surviving as a wholly-
owned subsidiary of Holdco, and Devnet Merger Sub, another wholly-owned
subsidiary of Holdco, will merge with and into Devnet, with Devnet surviving as
a wholly-owned subsidiary of Holdco. Holdco will be renamed FiberNet Telecom
Group, Inc. Consummation of the transactions contemplated by the Reorganization
Agreement are subject to various conditions, including the receipt of certain
regulatory approvals.
A copy of the Reorganization Agreement, excluding the annexes, schedules
and exhibits thereto, is included herein as Exhibit 2.1 and a copy of the joint
press release of FiberNet and Devnet with respect to the transactions
contemplated thereby is included herein as Exhibit 99.1. The information
contained in the Reorganization Agreement and the joint press release is
incorporated herein by reference and the foregoing description of such documents
and the transactions contemplated therein are qualified in their entirety by
reference to such exhibits.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
2.1 Agreement and Plan of Reorganization, dated as of June 2, 2000,
by and among FiberNet Telecom Group, Inc., FiberNet Holdco, Inc.,
FiberNet Merger Sub, Inc., Devnet Merger Sub, LLC, Devnet L.L.C.
and FP Enterprises L.L.C. (excluding the annexes, schedules and
exhibits thereto).
99.1 Joint Press Release, dated June 5, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIBERNET TELECOM GROUP, INC.
(Registrant)
Dated June 8, 2000 By: /s/ Michael S. Liss
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Michael S. Liss
President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Reorganization, dated as of June 2, 2000,
by and among FiberNet Telecom Group, Inc., FiberNet Holdco, Inc.,
FiberNet Merger Sub, Inc., Devnet Merger Sub, LLC, Devnet L.L.C.
and FP Enterprises L.L.C. (excluding the annexes, schedules and
exhibits thereto).
99.1 Joint Press Release, dated June 5, 2000.
