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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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 11, 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.)
4250 Burton Drive, Santa Clara, California 95054
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (408) 987-1000
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ITEM 5. OTHER EVENTS.
On September 25, 2000, Covad Communications Group, Inc. (the "Company")
consummated the private placement of $500 million five year 6% convertible
senior notes, subject to increase on the exercise of a $75 million
over-allotment option. The convertible senior notes were initially sold to Bear,
Stearns & Co., Inc., Morgan Stanley & Co. Incorporated, Credit Suisse First
Boston Corporation, Deutsche Bank Securities, Inc. and Goldman, Sachs & Co.
(collectively, the "Initial Purchasers") at a price of 100% for resale under
Rule 144A of the Securities Act of 1933, as amended. The convertible senior
notes are convertible into the Company's common stock at a conversion price of
$17.775, subject to certain adjustments and were issued pursuant to an indenture
dated as of September 25, 2000, between the Company and United States Trust
Company of New York, a copy of which is filed as Exhibit 4.1 hereto and is
incorporated herein by reference. Pursuant to the resale registration rights
agreement dated as of September 25, 2000, among the Company and the Initial
Purchasers, a copy of which is filed as Exhibit 10.1 hereto and is incorporated
herein by reference, the Company has agreed to (i) file within 90 days of
September 25, 2000 and (ii) use its reasonable best efforts to cause to become
effective within 180 days of September 25, 2000, a shelf registration statement
with respect to the resale of the convertible senior notes and the common stock
issuable upon conversion of the convertible senior notes. On September 11, 2000
the Company issued a press release announcing the contemplated private
placement, a copy of which is attached hereto as Exhibit 99.1 and incorporated
herein by reference and on September 20, 2000 issued a press release announcing
the agreement to sell the convertible senior notes, a copy of which is attached
as Exhibit 99.2 and incorporated herein by reference.
ITEM 7. EXHIBITS.
1.1 Purchase Agreement, dated September 19, 2000, among the Company, Bear,
Stearns & Co., Inc., Morgan Stanley & Co. Incorporated, Credit Suisse
First Boston Corporation, Deutsche Bank Securities, Inc. and Goldman,
Sachs & Co.
4.1 Indenture, dated as of September 25, 2000, between the Company and
United States Trust Company of New York.
4.2 Specimen 6% Convertible Senior Note, incorporated by reference to
Exhibit A included in Exhibit 4.1 above.
10.1 Resale Registration Rights Agreement, among the Company, Bear, Stearns
& Co., Inc., Morgan Stanley & Co. Incorporated, Credit Suisse First
Boston Corporation, Deutsche Bank Securities, Inc. and Goldman, Sachs
& Co.
99.1 Press Release dated September 11, 2000.
99.2 Press Release dated September 20, 2000.
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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: September 27, 2000 By: /s/ TERENCE W. MURPHY
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Terence W. Murphy,
VICE PRESIDENT AND TREASURER
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
1.1 Purchase Agreement, dated September 19, 2000, among the Company, Bear,
Stearns & Co., Inc., Morgan Stanley & Co. Incorporated, Credit Suisse
First Boston Corporation, Deutsche Bank Securities, Inc. and Goldman,
Sachs & Co.
4.1 Indenture, dated as of September 25, 2000, between the Company and
United States Trust Company of New York.
4.2 Specimen 6% Convertible Senior Note, incorporated by reference to
Exhibit A included in Exhibit 4.1 above.
10.1 Resale Registration Rights Agreement, among the Company, Bear, Stearns
& Co., Inc., Morgan Stanley & Co. Incorporated, Credit Suisse First
Boston Corporation, Deutsche Bank Securities, Inc. and Goldman, Sachs
& Co.
99.1 Press Release dated September 11, 2000.
99.2 Press Release dated September 20, 2000.
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