UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 9, 2007
ESCHELON TELECOM, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
| 000-50706 |
| 41-1843131 |
(State or Other Jurisdiction of |
| (Commission File Number) |
| (IRS Employer |
730 Second Avenue |
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Minneapolis, MN |
| 55402 |
(Address of Principal Executive |
| (Zip Code) |
Offices) |
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Registrant’s telephone number, including area code: (612) 376-4400
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On April 9, 2007, Eschelon Telecom, Inc. issued a press release announcing that Integra Telecom Holdings, Inc., which signed a definitive agreement to acquire Eschelon on March 19, 2007, has completed all necessary regulatory filings with the Federal Communications Commission, as well as with all states where the transaction is subject to state commission approval. A copy of the press release dated April 9, 2007, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
The Company plans to file with the SEC and mail to its stockholders a Proxy Statement in connection with the transaction. The Proxy Statement will contain important information about the Company, Integra, the Merger and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available.
Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by the Company through the web site maintained by the SEC at www.sec.gov. Free copies of the Proxy Statement, when available, may also be obtained from the Company and free copies of the Company’s other filings with the SEC may also be obtained from the Company. Free copies of the Company filings may be obtained by sending a written request to Investor Relations, Eschelon Telecom, Inc. 730 Second Ave. Minneapolis, MN 55402. In addition, investors and security holders may access copies of the documents filed with the SEC by the Company on its website at www.eschelon.com, under the links “Investor Relations—SEC Filings” when they become available.
Eschelon and its officers and directors may be deemed to be participants in the solicitation of proxies with respect to the proposed transaction. Information regarding such individuals is included in Eschelon’s proxy statements and Annual Reports on Form 10-K previously filed with the Securities and Exchange Commission and will be included in the proxy statement relating to he proposed transaction when it becomes available.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Press Release issued by Eschelon Telecom, Inc. on April 9, 2007 attached to this Report, which is incorporated herein by reference in its entirety.
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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.
Date: April 10, 2007 | ESCHELON TELECOM, INC. | ||
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| By: | /s/ RICHARD A. SMITH |
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| Name: | Richard A. Smith | |
| Title: | Chief Executive Officer | |
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EXHIBIT INDEX
Exhibit No. |
| Description |
99.1 |
| Press Release issued by Eschelon Telecom, Inc. on April 9, 2007 attached to this Report, which is incorporated herein by reference in its entirety. |
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