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): July 10, 2003
LEXENT INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-31105 13-3990223
(State Or Other (Commission (IRS Employer
Jurisdiction Of File Number) Identification No.)
Incorporation) ............................................................
Three New York Plaza
New York, New York 10004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 981-0700
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Item 5. Other Events and Regulation FD Disclosure.
On July 10, 2003, Lexent Inc. (the "Company") issued a press release announcing
that it had signed an Agreement and Plan of Merger (the "Merger Agreement")
between LX Merger Corp. (the "Purchaser") and the Company. The Purchaser is a
newly formed corporation owned by certain members of the Company's management
and organized for the sole purpose of entering into the Merger Agreement and
consummating the transactions contemplated thereby. A copy of the Company's
press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Under the terms of the Merger Agreement, the Purchaser will merge (the "Merger)
into the Company, and the stockholders of the Company (other than the Purchaser)
will receive $1.50 in cash for each outstanding share of the Company's Common
Stock. Outstanding options to purchase shares of the Company's Common Stock will
be canceled and each holder of such options will receive $1.50 per share minus
the exercise price of the options, but only to the extent that the exercise
price is lower than $1.50.
The closing of the Merger is subject to various conditions, including the
negotiation and execution of a definitive settlement agreement with respect to
the lawsuits consolidated under the caption In Re Lexent Inc. Shareholder
Litigation currently pending in the Court of Chancery of the State of Delaware,
approval of the transaction by stockholders of the Company representing a
majority of the shares of common stock voting on the transaction (other than
shares owned by the Purchaser or the stockholders of the Purchaser), regulatory
approvals, absence of any pending or threatened litigation related to the
transaction and other customary conditions to closing. Subject to these
conditions, Lexent expects to complete the merger transaction in the third
quarter of 2003. Notwithstanding, there can be no assurance that the conditions
will be met and the transaction will be consummated in the third quarter 2003 or
at all.
After consummation of the Merger, the Company's Common Stock will no longer be
traded on the OTC Bulletin Board or any other securities exchange and the
Company will become a privately-held company.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of July 9, 2003,
between LX Merger Corp. and Lexent Inc.
99.1 Press Release of Lexent Inc., dated July 10, 2003, announcing
that Lexent Inc. had signed a definitive merger agreement with
LX Merger Corp.
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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.
LEXENT INC.
By: /s/ Noah Franzblau
Noah Franzblau
Secretary and General Counsel
Date: July 10, 2003
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