COVAD COMMUNICATIONS GROUP INC
8-K, 2000-03-09
TELEPHONE & TELEGRAPH APPARATUS
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<PAGE>   1

                       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): March 7, 2000

                        COVAD COMMUNICATIONS GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



          Delaware                  000-25271                  77-0461529
(STATE OR OTHER JURISDICTION       (COMMISSION                (IRS EMPLOYER
     OF INCORPORATION)            FILE NUMBER)             IDENTIFICATION NO.)




2330 Central Expressway, Santa Clara, California                   95050
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)



       Registrant's telephone number, including area code: (408) 844-7500

<PAGE>   2

ITEM 5. OTHER EVENTS.

         On March 7, 2000, Covad Communications Group, Inc. issued a press
release, a copy of which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.

ITEM 7. EXHIBITS.

         99.1     Press Release dated March 7, 2000.

<PAGE>   3

                                    SIGNATURE

         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.

                                        COVAD COMMUNICATIONS GROUP, INC.



Date:  March 9, 2000                    By: /s/  Timothy Laehy
                                            ------------------------------------
                                            Timothy Laehy,
                                            Chief Financial Officer


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<PAGE>   4

                                  Exhibit Index


Exhibit                    Description
- -------                    -----------

 99.1                      Press Release dated March 7, 2000.


                                      -3-


<PAGE>   1

                                                                    Exhibit 99.1

COVAD COMMUNICATIONS ANNOUNCES THREE-FOR-TWO STOCK SPLIT

SANTA CLARA, Calif.--(BUSINESS WIRE)--March 7, 2000--Covad Communications Group,
Inc. (Nasdaq: COVD) announced today that its Board of Directors has approved a
three-for-two split of its Common Stock.

The stock split will be affected as a stock dividend. Stockholders of record at
the close of business on March 17, 2000 will be issued a certificate
representing one additional share for each two shares of Common Stock held on
the record date. The certificates will be distributed on March 31, 2000. Covad
Common Stock will begin trading on a split-adjusted basis on April 3, 2000.

About Covad

Covad Communications is the leading national broadband service provider of
high-speed Internet and network access utilizing Digital Subscriber Line (DSL)
technology. It offers DSL services through Internet Service Providers,
telecommunications carriers, enterprises, PC OEMs and ASPs to small and
medium-sized businesses and home users. Covad services are currently available
across the United States in 62 of the top Metropolitan Statistical Areas (MSAs)
and will be available in 100 MSAs by the end of 2000. At that time, Covad's
network will reach more than 40 percent of all U.S. homes and 45 percent of all
U.S. businesses. Covad Communications and its affiliates, doing business as
Covad Communications Company, are wholly owned subsidiaries of Covad
Communications Group, Inc. Corporate headquarters is located at 2330 Central
Expressway, Santa Clara, CA, 95050. Telephone: 1-888-GO-COVAD. Web Site:
www.covad.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995:

The statements contained in this release which are not historical facts may be
deemed to contain forward-looking statements, including but not limited to
statements regarding the intention to deploy our network in new and existing
MSAs and the timing and breadth of coverage in each MSA, and our ability to
provide multimedia content. Actual results may differ materially from those
anticipated in any forward-looking statements as a result of certain risks and
uncertainties, including, without limitation, the company's dependence on
incumbent local exchange carriers for collocation, unbundled network elements,
transport and other facilities, development of necessary technologies and
operations, ability to manage growth of our operations, and the need to raise
additional capital. For other risks and uncertainties applicable to our business
refer to the Company's Securities and Exchange Commission filings.

- ----------

Contact:

     Covad Communications
     Timothy Laehy, 408/844-7500
        or
     Nick Kormeluk, 408/844-7457
     [email protected]


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