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): May 5, 2006
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 (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
175 Sully's Trail, Suite 300, Pittsford, New York 14534
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (561) 447-5300
N/A
(Former name or former address, if changed since last report)
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)
[x] 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))
Item 8.01 Other Events.
On May 5, 2006, Mpower Holding Corporation ("Mpower") issued a press release
announcing that it had entered into a definitive agreement to be acquired by a
subsidiary of U.S. TelePacific Holdings Corp. (collectively, "TelePacific") for
$1.92 per share in cash.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release, dated May 5, 2006, issued by Mpower Holding Corporation.
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SIGNATURE
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.
Mpower Holding Corporation
By: /s/ Russell I. Zuckerman
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Name: Russell I. Zuckerman
Title: Senior Vice President, General
Counsel and Secretary
Date: May 5, 2006
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press Release, dated May 5, 2006, issued by Mpower Holding Corporation.
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