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 3, 2011

 

Cogent Communications Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-31227

 

52-2337274

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

1015 31st St. NW, Washington, District
of Columbia

 

20007

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  202-295-4200

 

Not Applicable

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:

 

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-2(b))

 

o                      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

 

On November 3, 2011 Cogent Communications Group, Inc. issued a press release summarizing its financial results for the quarter ended September 30, 2011. The Company will hold a conference call regarding its financial results at 8:30 a.m. ET on November 3, 2011, which will be simultaneously broadcast on a link available through the Company’s website at www.cogentco.com. The press release is furnished as Exhibit 99.1 to this Form 8-K.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Mark Schleifer, Vice President of IP Engineering, will leave Cogent on December 2, 2011.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits:

 

Exhibit

 

 

Number

 

Description

 

 

 

99.1

 

Press Release of Cogent Communications Group, Inc. dated November 3, 2011 (filed herewith).

 

 

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

 

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.

 

 

 

Cogent Communications Group, Inc.

 

 

 

November 3, 2011

By:

/s/David Schaeffer

 

 

Name: David Schaeffer

 

 

Title: Chairman, President & Chief Executive Officer

 

2