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): August 7, 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
Item 5. Other Events and Regulation FD Disclosure.
On August 7, 2003, Lexent Inc. (the "Company") issued a press release announcing
that the Company, Hugh J. O'Kane, Jr., Kevin M. O'Kane and the plaintiffs named
in the lawsuits consolidated under the caption In re Lexent Inc. Shareholders
Litigation entered into and filed a Stipulation of Settlement with the Court of
Chancery of the State of Delaware. A copy of the Stipulation of Settlement is
being filed as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference and 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.
Pursuant to the settlement, the plaintiffs (on their own behalf and on behalf of
a class of holders of Lexent common stock) agreed to dismiss the litigation and
release the defendants from all related claims. In exchange, as previously
announced, the defendants, without admitting any liability, agreed to, among
other things, (i) raise the consideration to be paid in the proposed merger to
$1.50 per share and (ii) condition the approval of the proposed merger on the
receipt of the vote of a majority of shares of Lexent common stock actually
voted with respect to the adoption and approval of the merger agreement and the
proposed merger (other than shares held by the purchaser in the proposed merger,
Hugh J. O'Kane, Jr. and Kevin M. O'Kane).
The settlement is conditioned upon, among other things, consummation of the
proposed merger and approval of the settlement by the Court of Chancery of the
State of Delaware. The Court will schedule a hearing to determine the fairness,
reasonableness and adequacy of the settlement, whether or not the settlement
should be approved and to hear and determine any objections to the settlement.
In connection with the settlement, plaintiffs' counsel will petition the Court
for an award of attorneys' fees and expenses in an aggregate amount not to
exceed $500,000. Defendants have agreed not to object to such an application.
In the event that the stockholders of the Company approve the proposed merger
and the proposed merger is completed, plaintiffs' court-approved attorneys' fees
and expenses will be paid by the Company.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
10.1 Stipulation of Settlement, dated August 5, 2003, entered into by the
Company, Hugh J. O'Kane, Jr., Kevin M. O'Kane and the plaintiffs named in the
lawsuits consolidated under the caption In re Lexent Inc. Shareholders
Litigation.
99.1 Press Release of Lexent Inc., dated August 7, 2003, announcing that
Lexent Inc. Hugh J. O'Kane, Jr., Kevin M. O'Kane and the plaintiffs named in the
lawsuits consolidated under the caption In re Lexent Inc. Shareholders
Litigation entered into and filed a Stipulation of Settlement with the Court of
Chancery of the State of Delaware.
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
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Noah Franzblau
Secretary and General Counsel
Date: August 11, 2003