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): January 1, 2005
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 Identification
incorporation) Number)
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
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))
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 and MCCC ICG Holdings, LLC (the
"Buyer") have entered into a subscription agreement, dated January 1, 2005 (the
"Subscription Agreement"), pursuant to which Holding agreed to sell to the Buyer
1,988,894 shares (the "Securities") of its common stock, par value $0.001 per
share, for an aggregate purchase price of $2,500,000 on January 5, 2005. Holding
issued the Securities for value received, to the Buyer on January 5, 2005.
Pursuant to the transaction described below in response to Item 2.01 of this
Form 8-K, at the time the Securities were issued, ICG Communications, Inc.
("ICG"), a wholly owned subsidiary of the Buyer held 10,740,030 shares of
Holding's common stock and warrants to purchase up to an additional 2.0 million
shares of Holding's common stock. The Subscription Agreement is attached hereto
as Exhibit 10.01.
In connection with the transaction described below in response to
Item 2.01 of this Form 8-K, Holding, the Buyer and ICG, have entered into an
investor rights agreement, dated January 1, 2005 (the "Investor Rights
Agreement"), pursuant to which Holding will be required to file with the
Securities and Exchange Commission, and thereafter use its commercially
reasonable efforts to have declared effective prior to July 1, 2005, a "shelf"
registration statement on Form S-3 covering the resale of 25% of the Registrable
Securities (as defined below) pursuant to Rule 415 under the Securities Act of
1933, as amended. Additionally, the Investor Rights Agreement requires that
Holding file with the Securities and Exchange Commission, and thereafter use its
commercially reasonably efforts to have declared effective prior to January 1,
2006, a registration statement pursuant to Rule 415 under the Securities Act of
1933, as amended, covering the resale of the remaining 75% of the Registrable
Securities. The Investor Rights Agreement is attached hereto as Exhibit 10.02.
Section 2. Financial Information.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 3, 2005, Holding issued a press release announcing the
completion, on January 1, 2005, of its previously reported acquisition of ICG
Communications, Inc.'s ("ICG") customer base and certain network assets in
California pursuant to an Asset Purchase Agreement, dated October 22, 2004 (the
"Agreement"), which was filed as Exhibit 10.01 to Holding's current report on
Form 8-K filed with the Securities and Exchange Commission on October 27, 2004.
The press release is attached hereto as Exhibit 99.1. Under the terms of the
Agreement, Mpower acquired ICG's California retail and wholesale customer
segments, its state wide self-healing SONET fiber network with fully survivable
metropolitan fiber rings in six major metropolitan markets, and 128 on-net
fiber-lit commercial buildings.
Mpower purchased these assets for $13.5 million in the form of
(i)10,740,030 shares of Holding common stock (the "Shares") and (ii) warrants to
purchase up to 2.0 million shares of the common stock of Holding, such warrants
dated January 1, 2005 (the "Warrants").
The Warrants are exercisable on or prior to the fifth anniversary of the date of
issuance at a strike price of $1.383 (the Shares and the shares of Holding
common stock for which the Warrants are exercisable together, constituting the
"Registrable Securities"). The Shares and Warrants were issued to ICG.
Holding will file with the Securities and Exchange Commission the
financial statements and pro forma financial information required to be filed
pursuant to Rule 3-05 of Regulation S-X and Article 11 of Regulation S-X under
the Securities Act of 1933, as amended, within 71 days of the date of this
current report on Form 8-K.
Exhibit No. Description of Document
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10.01 Subscription Agreement, dated January 1, 2005, between MCCC ICG
Holdings LLC and Mpower Holding Corporation.
10.02 Investor Rights Agreement, dated January 1, 2005, by and among
MCCC ICG Holdings LLC, ICG Communications, Inc. and Mpower
Holding Corporation.
99.1 Press release dated January 3, 2005 announcing closing of asset
acquisition.
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: January 6, 2005