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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 30, 2000) July 11, 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 30, 2000, FiberNet Telecom Group, Inc. ("FiberNet") issued and sold
2,000,000 shares of its Series G Preferred Stock, $.001 par value per share (the
"Preferred Stock") to Nortel Networks Inc. ("Nortel") in a private placement for
an aggregate purchase price of $20 million. Each share of Preferred Stock is
convertible into one share of common stock, $.001 par value per share, of
FiberNet, subject to anti-dilution adjustments.
A copy of the Securities Purchase Agreement executed by FiberNet and Nortel
(the "Securities Purchase Agreement"), excluding the schedules and exhibits
thereto, is filed herewith, together with the following agreements and
documents, each dated as of June 30, 2000, which were executed in connection
with the closing of this transaction (the "Transaction Documents"): (i)
Certificate of Designation of Series G Preferred Stock; (ii) Registration Rights
Agreement between FiberNet and Nortel; and (iii) Amendment between FiberNet,
Signal Equity Partners, L.P. (formerly known as Signal Capital Partners, L.P.),
as the Majority in Interest of the Purchasers, and Nortel, to the Stockholders
Agreement dated as of May 7, 1999 by and among FiberNet and the Stockholders
listed therein. The information contained in the Press Release dated July 7,
2000, which is attached hereto as Exhibit 99.1, the Securities Purchase
Agreement and the other Transaction Documents is incorporated herein by
reference and the foregoing description of such documents and the transactions
contemplated thereby 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
10.1 Securities Purchase Agreement dated as of June 30, 2000,
between FiberNet Telecom Group, Inc. and Nortel Networks Inc.
3.1 Certificate of Designation of Series G Preferred Stock of
FiberNet Telecom Group, Inc. dated June 30, 2000.
4.1 Registration Rights Agreement dated as of June 30, 2000,
between FiberNet Telecom Group and Nortel Networks Inc.
4.2 Amendment dated as of June 30, 2000, between FiberNet Telecom
Group, Inc., Signal Equity Partners, L.P. (formerly known as
Signal Capital Partners, L.P.), as the Majority in Interest of
the Purchasers, and Nortel Networks Inc., to the Stockholders
Agreement dated as of May 7, 1999 by and among FiberNet Telecom
Group, Inc. and the Stockholders listed therein.
99.1 Press Release dated July 7, 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 July 11, 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
10.1 Securities Purchase Agreement dated as of June 30, 2000, between
FiberNet Telecom Group, Inc. and Nortel Networks Inc.
3.1 Certificate of Designation of Series G Preferred Stock of
FiberNet Telecom Group, Inc. dated June 30, 2000.
4.1 Registration Rights Agreement dated as of June 30, 2000, between
FiberNet Telecom Group and Nortel Networks Inc.
4.2 Amendment dated as of June 30, 2000, between FiberNet Telecom
Group, Inc., Signal Equity Partners, L.P. (formerly known as
Signal Capital Partners, L.P.), as the Majority in Interest of
the Purchasers, and Nortel Networks Inc., to the Stockholders
Agreement dated as of May 7, 1999 by and among FiberNet Telecom
Group, Inc. and the Stockholders listed therein.
99.1 Press Release dated July 7, 2000.
