UNITED STATES
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): February 15, 2006
Mpower Holding Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 0-32941 | 52-2232143 |
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| State or other jurisdiction of incorporation | Commission File Number | I.R.S. Employer Identification Number |
175 Sully’s Trail, Suite 300, Pittsford, NY 14534
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (585) 218-6550
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 (see General Instruction A.2.):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Richard L. Shorten, Jr. has resigned from the Board of Directors of Mpower Holding Corporation (the “Company”) effective as of February 15, 2006, after forming a new business relationship with a Connecticut-based hedge fund. Mr. Shorten, who joined the Company’s Board in 2002, has no conflicts with the Company’s management or other board members.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Mpower Holding Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | MPOWER HOLDING CORPORATION |
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| Date: February 17, 2006 | By: | /s/ Russell I. Zuckerman |
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Russell I. Zuckerman |
| | Senior Vice President, General Counsel and Secretary |
