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): January 23, 2004 XO COMMUNICATIONS, INC. (Exact name of registrant as specified in charter) Delaware 0-30900 54-1983517 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 11111 Sunset Hills Road, Reston, Virginia 20190 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 703-547-2000 (Former name or former address, if changed from last report) Item 9. Regulation FD Disclosure. On January 23, 2004, XO Communications, Inc. ("XO") announced that it has issued all of the 39.7 million shares of new common stock from its rights offering that closed on January 6, 2004. XO's $200 million rights offering of 40 million shares of common stock yielded approximately $197.6 million in proceeds. All proceeds have been used to reduce the company's outstanding debt from $536.5 million to $338.9 million. The rights offering commenced on October 16, 2003 in accordance with the Company's Chapter 11 plan of reorganization and concluded on January 6, 2004. A copy of the press release of the Company is attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits. Exhibits. XO Communications, Inc. 99.1 Press Release of XO Communications, Inc., dated January 23, 2004. 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. XO COMMUNICATIONS, INC. By: /s/ Wayne M. Rehberger ------------------------------ Name: Wayne M. Rehberger Title: Executive Vice President and Chief Financial Officer January 23, 2004 Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 99.1 Press Release of XO Communications, Inc., dated January 23, 2004.