-------------------------------- OMB APPROVAL --------------------------------- OMB Number: 3235-0060 --------------------------------- Expires: March 31, 2006 --------------------------------- Estimated average burden hours per response: 2.64 --------------------------------- 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): June 2, 2005 XO COMMUNICATIONS, INC. (Exact name of registrant as specified in charter) Delaware 0-30900 54-1983517 (State or other (Commission File (IRS Employer jurisdiction Number) Identification No.) of 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 1.01. Entry into a Material Definitive Agreement. On June 2, 2005, XO Communications, Inc. ("XO") established the Change in Control Severance Plan for Certain Covered Executives (Director and Above) of XO Communications, Inc. in the form attached hereto as Exhibit 10.1 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. Exhibit No. Description - ----------- ----------- 10.1 Change in Control Severance Plan for Certain Covered Executives (Director and Above) of XO Communications, Inc. 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/ William Garrahan --------------------- Name: William Garrahan Title: Senior Vice President and Chief Financial Officer June 8, 2005 Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 10.1 Change in Control Severance Plan for Certain Covered Executives (Director and Above) of XO Communications, Inc.