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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
FIBERNET TELECOM GROUP, INC.
(NAME OF ISSUER)
COMMON STOCK, $0.001 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
315653105
(CUSIP NUMBER)
JULY 31, 2000
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
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CUSIP No. 315653105 Schedule 13G Page 2 of 6 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nortel Networks Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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5 SOLE VOTING POWER
NUMBER OF 4,263,330
-------------------------------------------------------------
SHARES
6 SHARED VOTING POWER
BENEFICIALLY 0
-------------------------------------------------------------
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH 4,263,330
-------------------------------------------------------------
REPORTING
8 SHARED DISPOSITIVE POWER
PERSON WITH 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,263,330
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.0%
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 315653105 Schedule 13G Page 3 of 6 Pages
ITEM 1.
(a) Name of Issuer:
--------------
FiberNet Telecom Group, Inc.
(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
570 Lexington Avenue
New York, New York 10022
ITEM 2.
(a) Name of Person Filing:
---------------------
Nortel Networks Corporation
(b) Address of Principal Business Office or, if none, Residence:
-----------------------------------------------------------
Nortel Networks Corporation
8200 Dixie Road, Suite 100
Brampton, Ontario L6T 5P6
Attention: Corporate Secretary
(c) Citizenship:
-----------
Nortel Networks Corporation is a Canadian corporation
(d) Title of Class of Securities:
----------------------------
Common Stock, $0.001 par value
(e) CUSIP No.:
---------
315653105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
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CUSIP No. 315653105 Schedule 13G Page 4 of 6 Pages
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
-------------------------
4,263,330*
(b) Percent of Class:
----------------
13.0%
(c) Number of shares as to which the person has:
-------------------------------------------
(i) sole power to vote or to direct the vote:
4,263,330
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of:
4,263,330
(iv) shared power to dispose or to direct the
disposition of:
0
* The 4,263,330 shares beneficially owned by Nortel Networks Corporation
consist of 4,263,330 shares of common stock of FiberNet Telecom Group, Inc.
("FiberNet") that are issuable upon the conversion of 426,333 shares of
nonvoting Series H Preferred Stock of FiberNet. The Series H Preferred
stock is held by Nortel Networks Inc. ("NNI"), a wholly-owned subsidiary of
Nortel Networks Limited, which in turn is a wholly-owned subsidiary of
Nortel Networks Corporation. Of the 426,333 shares of nonvoting Series H
Preferred Stock beneficially owned by Nortel Networks Corporation, 201,333
shares were received in exchange for 2,013,330 shares (including 13,330
shares attributable to accrued dividends) of Series G Preferred Stock of
FiberNet previously held by NNI and 225,000 shares were received for
consideration pursuant to an additional purchase. The exchange and the
purchase were consummated on July 31, 2000.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
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CUSIP No. 315653105 Schedule 13G Page 5 of 6 Pages
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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CUSIP No. 315653105 Schedule 13G Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 9, 2000 NORTEL NETWORKS CORPORATION
By: /s/ Frank A. Dunn
-------------------------
Frank A. Dunn
Chief Financial Officer
By: /s/ Blair F. Morrison
-------------------------
Blair F. Morrison
Assistant Secretary
