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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 22, 2000
Date of Report (Date of earliest event reported)
COVAD COMMUNICATIONS GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-25271 77-0461529
(State or Other Jurisdiction of (Commission (IRS Employer Identification
Incorporation) File No.) No.)
4250 Burton Drive
Santa Clara, California 95054
(Address of Principal Executive Offices, Including Zip Code)
(408) 987-1000
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
The merger (the "Merger") of Covad Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Covad Communications Group, Inc.
(the "Company"), with and into BlueStar Communications Group, Inc., a Delaware
corporation ("BlueStar"), was consummated on September 22, 2000. As a result of
the Merger, BlueStar, which is the surviving corporation of the Merger, became a
wholly-owned subsidiary of the Company on that date. The outstanding BlueStar
shares and stock options were converted into approximately 8.0 million shares of
Covad common stock and stock options (with the possibility of BlueStar
shareholders receiving up to an additional 5.0 million shares of Covad common
stock based on an earnout calculation following the conclusion of BlueStar's
2001 fiscal year). Two of BlueStar's directors, Richard A. Shapero and Charles
J. McMinn, have interests in Covad. Mr. Shapero is a director of Covad. Mr.
McMinn is a founder and former chief exective officer of Covad.
The same information required by this form has been previously reported by
Covad in a Registration Statement on Form S-4 (Registration No. 333-43494).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements
To be filed by amendment not later than December 4, 2000.
(b) Pro Forma Financial Information
To be filed by amendment not later than December 4, 2000.
(c) Exhibits
None
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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.
COVAD COMMUNICATIONS GROUP, INC.
By: /s/ Ray Hernandez
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Ray Hernandez
Vice President
Dated: October 11, 2000
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