UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 22, 2004
Mpower Holding Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-32941 52-2232143
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification Number)
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175 Sully's Trail, Pittsford, NY 14534
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (585) 218-6550
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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.):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
WHILE THERE HAS BEEN NO CHANGE TO THE TERMS OF THE TRANSACTION TO WHICH THE
DISCLOSURE INCLUDED IN THIS FORM 8-K/A RELATES, THIS FORM 8-K/A AMENDS, RESTATES
AND SUPERSEDES IN ITS ENTIRETY THE FORM 8-K FILED BY MPOWER HOLDING CORPORATION
ON OCTOBER 27, 2004.
Section 1. Entry Into a Material Definitive Agreement.
Item 1.01 Entry Into a Material Definitive Agreement.
Mpower Holding Corporation ("Holding"), the parent company of Mpower
Communications Corp. ("Mpower"), a leading provider of broadband Internet access
and telephone services to business customers, announced on October 22, 2004 that
Holding and Mpower have entered into an asset purchase agreement to acquire ICG
Communications' customer base and certain network assets in California (the
"Agreement"). Under the terms of the Agreement, Mpower will acquire ICG's
California retail and wholesale customers, a 1,412 route mile state-wide
self-healing DWDM and SONET-based fiber ring connecting San Jose, San Francisco,
Oakland, Sacramento, Stockton, Fresno, Bakersfield, San Diego, Anaheim and Los
Angeles; 915 route miles of fully-survivable metropolitan SONET-based fiber
rings in San Jose, San Francisco, Oakland, Sacramento, San Diego, and Los
Angeles; which connect 128 commercial buildings; 33 of Mpower's existing
collocations and 11 ICG collocations that will be added to the Mpower footprint.
Mpower will purchase these assets for $13.5 million in the form of
(i)10,740,030 shares of Holding common stock and (ii) warrants to purchase
another 2.0 million shares of Holding common stock with a strike price of
$1.383. These shares and warrants will be issued to ICG, a privately held
company recently acquired by Columbia Capital and M/C Venture Partners. As a
result of this transaction, Holding's Board of Directors will be expanded by one
seat. Mpower intends to assume certain of ICG's capitalized leases in
California, including its long-term leases for its fiber network. These
capitalized leases have an approximate value of $24 million.
Mpower has assumed management control of the retail and wholesale
California customer base and network assets through a management contract, dated
October 22, 2004. Mpower expects to close the acquisition before the end of
2004.
In connection with the acquisition, telecom investment funds Columbia
Capital and M/C Venture Partners, through their ownership of ICG, have agreed to
invest $2.5 million in cash in Mpower for 1,988,894 shares of Holding common
stock.
Section 3. Securities and Trading Markets.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures made in response to Item 1.01 above are incorporated
herein by reference.
The sale of Holding's common stock and warrants pursuant to the
Agreement in consideratiion of the ICG acquisition will be exempt from the
registration requirements of the Securities Act of 1933 (the "Act") pursuant to
Section 4(2) of the Act. Each purchaser is an "accredited investor" as that term
is defined in Regulation D under the Act, and the securities were sold without
any "general solicitation" within the meaning of Rule 502(c) of the Act by
Holding, Mpower or their representatives and will not be sold by the purchasers
through any such general solicitation.
The Holding common stock to be issued in consideration of the
investment by Columbia Capital and M/C Venture Partners will either be issued in
a private placement pursuant to Regulation D, as described above, or will be
sold pursuant to Holding's existing shelf registration statement on Form S-3.
Exhibit No. Description of Document
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10.01 Asset Purchase Agreement, dated October 22, 2004, by and among
MCCC ICG Holdings, LLC, ICG Communications, INC., Mpower Holding
Corporation and Mpower Communications Corp.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MPOWER HOLDING CORPORATION
(Registrant)
By: /s/ Russell I. Zuckerman
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Name: Russell I. Zuckerman
Title: Senior Vice President,
General Counsel and Secretary
Date: October 27, 2004