Neon Communications Group, Inc. - Current report filing (8-K)
06 Novembre 2007 - 10:22PM
Edgar (US Regulatory)
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)
November 6, 2007
NEON Communications Group, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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1-14168
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13-3781263
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification No.)
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2200 West Park Drive
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Westborough, MA
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01581
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(Address
of principal executive offices)
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(Zip
Code)
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Registrants telephone number, including area
code
(508) 616-7800
(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. below):
o
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))
o
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
November 6, 2007, NEON Communications Group, Inc., a Delaware corporation (the Company),
held a special meeting of its stockholders to consider and adopt the Agreement
and Plan of Merger, dated as of June 24, 2007, by and among RCN Corporation,
Raven Acquisition Corporation and the Company (the Merger Agreement). At the meeting, an aggregate of 35,475,471
shares of the Companys common and preferred stock, together constituting
68.15% of the issued and outstanding shares of voting stock of the Company,
were voted in favor of the Merger Agreement, while 2,676 shares were voted
against the Merger Agreement and 77 shares abstained. This satisfies the stockholder approval
requirement under the Merger Agreement and Delaware law.
On a second resolution, agreeing to adjourn
the meeting if necessary to solicit additional proxies, 38,266,590 shares were
voted in favor, 108,366 shares were voted against, and 2,794 shares
abstained. Proxies were received from 38,377,750 out of 52,052,470
shares, or 73.73% of the shares entitled to vote.
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SIGNATURES
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.
Dated:
November 6, 2007
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NEON
Communications Group, Inc.
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By:
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/s/Gene M. Bauer
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Name:
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Gene
M. Bauer
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Title:
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Senior Vice President,
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General Counsel and Corporate
Secretary
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